UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-K
 
(Mark One)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 20172019
or
oTRANSITION 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
 
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TRINET GROUP, INC.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.)
1100 San Leandro Blvd., One Park Place,Suite 400, San Leandro, 600
Dublin,CA 9457794568
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) (510352-5000
 
Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.000025 Per Share; Common stock traded on the New York Stock Exchange.
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock par value $0.000025 per shareTNETNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx    No  o
Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  oNox
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.    Yesx    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yesx    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerxAccelerated fileroNon-accelerated filer
    
Non-accelerated filer
o (do not check if a smaller reporting company)
Smaller reporting companyo
  
Smaller reporting companyEmerging growth company
o

  
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  oNo  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The New York Stock Exchange on June 30, 2017,2019, was $1.4$3.0 billion.
The number of shares of Registrant’s Common Stock outstanding as of February 20, 20186, 2020 was 70,055,290.68,750,437.
Portions of the Registrant’s Definitive Proxy Statement to be issued in connection with its Annual Meeting of Stockholders, scheduled to be held on May 22, 2018,June 4, 2020, are incorporated by reference into Part III of this Form 10-K.
 




TABLE OF CONTENTS


TRINET GROUP, INC.
Form 10-K - Annual Report
For the Year EndEnded December 31, 20172019


TABLE OF CONTENTS
 
Form 10-K
Cross Reference
Page
Part I, Item 1.
Part I, Item 1A.
Part I, Item 1B.
Part I, Item 2.
Part I, Item 3.
Part I, Item 4.
5.
Part II, Item 7. 6.
Part II, Item 7.
Part II, Item 7A.
Part II, Item 8.
9.
Part II, Item 9A.
Part II, Item 9B.
Part III, Item 10.
Part III, Item 11. Executive Compensation
Part III, Item 12.
Part III, Item 13.
Part III, Item 14.
Part IV, Item 15.
Part IV, Item 16.





GLOSSARY

Glossary of Acronyms and Abbreviations
Acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. Business; Part 1, 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.
AB5Assembly Bill 5
ACAThe Patient Protection and Affordable Care Act
ACHAutomated Clearinghouse Transaction
AFSAvailable-for-sale
ASCAccounting standards codification
ASUAccounting standards update
CCPACalifornia Consumer Privacy Act of 2018
COBRAConsolidated Omnibus Budget Reconciliation Act
COPSCost of providing services
COSOCommittee of Sponsoring Organizations of Treadway Commission
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 of 1974
ESACEmployer Services Assurance Corporation
ESPPEmployee stock purchase plan
ETREffective tax rate
FASBFinancial Accounting Standards Board
FLSAFair Labor Standards Act
G&AGeneral and administrative
GAAPGenerally Accepted Accounting Principles in the United States
HIPAAHealth Insurance Portability and Accountability Act of 1996
HITECH ActHealth Information Technology for Economic and Clinical Health Act of 2009
HRHuman Resources
IBNPIncurred but not yet paid
IBNRIncurred but not yet reported
IGPIndemnity Guarantee Payment
IRSInternal Revenue Service
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
NIMNet Insurance Margin
NISRNet Insurance Service Revenues
NSRNet service revenues
OEOperating expenses

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GLOSSARY

PCAOBPublic Company Accounting Oversight Board
PEOProfessional Employer Organization
PFCPayroll funds collected
PHIProtected Health Information
PSRProfessional service revenues
ROURight-of-use
RSARestricted Stock Award
RSURestricted Stock Unit
SBCStock Based Compensation
S&MSales and marketing
S&P 500Standard and Poor's 500 Stock Index
SD&PSystems development and programming
SECSecurities and Exchange Commission
SMBSmall to midsize business
TCJATax Cuts and Jobs Act of 2017
U.S.United States
WSEWorksite employee


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Cautionary Note Regarding Forward-Looking Statements
For purposes of this Annual Report, the terms “TriNet," "the” “the Company," “we,” “us” and “our"“our” refer to TriNet Group, Inc., and its subsidiaries. This Annual Report on Form 10-K (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: the impact of our vertical approach, our ability to leverage our scale and industry HR experience to deliver vertical product and service offerings; the growth of our customer base,base; planned improvements to our technology platform; our ability to roll out additional productdrive operating efficiencies and improve the customer experience; the impact of our customer service initiatives; the volume and severity of insurance claims; metrics that may be indicators of future financial performance; the relative value of our benefit offerings as and when planned, our ability to make enhancements to our technology platform, our ability to remediateversus those SMBs can independently obtain; the material weaknessprincipal competitive drivers in our internal controls over financial reporting,market; our ability to execute on our vertical market strategy, our abilityplans to retain clients and penetratemanage 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 market for human resources (HR) solutions for smallperiod-to-period timing of when we incur certain operating expenses; the estimates and assumptions we use to midsize businesses,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 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 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; the impact of the concentration of our clients in certain geographies and industries; the impact of failures or limitations in the business systems we rely upon; adverse changes in our insurance coverage or our relationships with key insurance carriers; our ability to manage our client attrition; our ability to improve our technology to satisfy regulatory requirements and meet the expectations of our clients; 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 from cyber-attacks and security breaches; 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.
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.
Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements are discussed throughout this 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” (MD&A) in Item 7, as well as in our periodic filings with the Securities and Exchange Commission (SEC). Those factors could cause our actual results to differ materially from our anticipated results.
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The information provided in this Form 10-K is based upon the facts and circumstances known at this time, 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.

Part II, Item 6. Selected Financial Data and Part II, Item 7. MD&A of this Form 10-K include 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 in Part II, Item 6. Selected Financial Data for definitions and reconciliations from GAAP measures.



   
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PART I
Item 1. Business
General
TriNet is a leading provider of human resources (HR) solutions for small to midsize businesses (SMBs). Under our co-employment model, we assume certain of the responsibilities of being an employer and help our clients mitigate certain employer-related risks and manage many of the complex and burdensome administrative and compliance responsibilities associated with employment.
Our solutions includeHR expertise, payroll processing, tax administration,services, employee benefits and an HR technology platform with online and mobile tools that allowemployment risk mitigation services for SMBs. Since our clients and worksite employees (WSEs) to store, view and manage their core HR-related information and efficiently conduct a variety of HR-related transactions anytime and anywhere.
Leveraging our scale for the benefit of our clients is a key component of our business model. For example, we utilize our size and scale to provide our clients and WSEs access to a broad range of cost-effective employee benefit and insurance programs generally not available to individual SMBs. In addition, our service teams help with talent management, recruiting and training, performance management, employee onboarding and terminations, benefits enrollment and support, claims administration and employment practices risk management. We also monitor employer-related developments and assist clients in complying with applicable local, state and federal regulations.
Our strategy is to provide industry-specific products and services to help clients address their HR needs and allow them to focus on operating and growing their businesses. We believe our industry-oriented (vertical) approach is a key differentiator for us and delivers significant benefits to our clients. This allows our sales force, product development and service teams to tailor product and service offerings to the specific industry needs of our clients. As of December 31, 2017, we have introduced five verticals TriNet Financial Services, TriNet Life Sciences, TriNet Nonprofit, TriNet Technology, and TriNet Main Street and we intend to continue to develop and offer new industry vertical products in the future.
TriNet was foundedfounding in 1988, TriNet has served, and has significantly grown the numbercontinues to serve, thousands of clients we serve, both organically and through strategic acquisitions.SMBs. For the year ended December 31, 2017,2019, we processed $37.1$41.7 billion in payroll paymentsand payroll taxes for our clients and ended 2019 with approximately 14,80018,900 clients with about 325,000and 340,000 WSEs, primarily in all 50 states, the District of Columbia and Canada.U.S.
Our Products and Services
We deliver a comprehensive suite of products and services, which allows our clients to administerthat facilitates the administration and managemanagement of various HR-related functions for our clients, including 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 also leverage our scale and industry HR experience to deliver product and service offerings for SMBs in specific industries. We believe our approach, which we call our vertical approach, is a key differentiator for us and creates additional value for our clients by allowing our product and service offerings to address HR needs in different client industries. We offer six industry-tailored vertical products, TriNet Financial Services, TriNet Life Sciences, TriNet Main Street, TriNet Nonprofit, TriNet Professional Services, and TriNet Technology.
Our comprehensive HR products and solutions include the following common capabilities:

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TECHNOLOGY
PLATFORMrisk-mitigationa18.jpg
 
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HR CONSULTING EXPERTISE BENEFITS
BENEFIT
OPTIONS
 COMPLIANCEPAYROLL SERVICESRISK MITIGATIONTECHNOLOGY
PLATFORM
       
Technology Platform
Our technology platform includes online and mobile tools that allow our clients and WSEs to store, view, and manage core hr-expertisea21.jpgHR information and administer a variety of HR transactions, such as payroll processing, tax administration, employee onboarding and termination, compensation reporting, expense management, and benefits enrollment and administration. In 2017, we made significant investments in our technology platform to provide our users with improved functionality, including online and mobile productivity tools, and to allow our platform to integrate more effectively with third-party software applications.

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Our strategy is to continue to invest in product development and improve the functionality, experience and ease of use of our products and services for our clients and WSEs. We will continue to design additional functionality into our core platform, retire legacy software systems inherited from acquisitions, and migrate clients on those legacy systems to our TriNet platform. We believe the continued improvement of our technology platform and the consolidation of legacy systems allows us to drive operating efficiencies and improve client user experience by providing a single, streamlined experience for accessing HR information and conducting HR transactions.
We invested approximately $74 million, $53 million and $39 million, during 2017, 2016 and 2015, respectively, developing our technology solutions.
HRConsulting Expertise
We use the collective insightsknowledge and experience of our teams of HR, benefits, risk management and compliance professionals to help clients mitigatemanage many of the administrative, regulatory and practical risksrequirements associated with their responsibilities asbeing employers. We assist ourOur HR professionals and services help clients in running their business by providingaddress a variety of HR services, from widely used services like employee onboardingissues, including consulting on talent management, retention and terminations, benefits enrollment, immigration and support, employment practices risk managementvisas, payroll tax credits, labor law and administration, talent management, recruitingregulatory developments and training,many other industry-specific and performance management to more specialized services like immigration services. Each ofgeneral HR topics. Depending on their needs, our clients and WSEs have access to varying levels of service and support from our HR expertsprofessionals ranging from call center support for basic questions, to pooled specializedHR resources, and to onsite consulting and services, depending on the needs of the client and WSEs. In addition, our teams of in-houseservices. Our HR professionals can also provide additional incrementalspecialized HR consulting and other services upon request.
Underpremium-benefitsa.jpgBenefit Options
We utilize our vertical strategy, we seek to design our product and service offerings for specific industries by identifying common needs and leveraging scale and shared experience to provide more efficientour clients and relevant offerings. For example, our fifth vertical product, TriNet Main Street, supports hospitality, retail, property management, and other similar industries. These industries are labor intensive and often operate from many disparate taxing and geographic locations. Based on the common needs of these industries, we have created time and attendance expertise, hiring and termination expertise, workers’ compensation safety consultants, and a compelling suite of benefit plans that are attractive to both our clients' executives and hourly workers.
Benefits
We offer our WSEs access to a broad range of cost-effective, TriNet-sponsored employee benefit and insurance programs at a valuecost that we believe most of our clients would be unable to obtain on their own. We utilizebelieve that our scale to decrease costs associated with ourTriNet-sponsored programs and lookhelp clients compete for ways to leverage our scale to provide additional benefits to our WSEs.talent against larger businesses. Our benefit and insurance programs are compliantdesigned to comply with federal, state local, and federallocal regulations, and our benefit and insurance service offerings include plan designselection and administration, enrollment management, leave management, plan document distribution and WSE and client communications.
Under our benefit and insurance programs, we pay premiums to third-party insurance carriers for WSE insurance benefits and reimburse the insurance carriers andor third-party administrators for claims payments made on our behalf within our insurance deductible layer, where applicable.
Employee Benefit Plans:
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We sponsor and administer several fully insured risk-based employee benefit plans through a broad range of carriers, including group health, dental, vision, short- and long-term disability, and life insurance as an employer plan sponsor under Section 3(5) of the Employee Retirement Income Security Act (ERISA).ERISA. We also offer other benefit programs to our WSEs, including flexible spending accounts, health savings accounts, retirement plans, Consolidated Omnibus Budget Reconciliation Act (COBRA) benefits, COBRA benefits, individual life supplemental insurance, a legal services plan, commuter benefits, home insurance, critical illness insurance, accident insurance, hospital indemnity, pet insurance, and auto insurance. For further discussion of our fully insured programs including policies where we reimburse our carriers for certain amounts relating to claims, refer to Note 1 in Part II, Item 88. Financial Statements and Supplementary Data, of this Form 10-K.

payrollservicesa10.jpgPayroll Services
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BUSINESS
We help clients manage all aspects of their employee compensation by providing multi-state payroll processing, tax administration services and other payroll-related services, such as time and attendance management, time off and overtime tracking, and expense management solutions. Our clients and WSEs can access payroll and tax information using our online and mobile tools. Our tax administration services include calculating, withholding, remitting and reporting certain federal, state and local payroll and unemployment taxes on behalf of clients and WSEs.

risk-mitigationa19.jpgRisk Mitigation

We monitor employment-related legal and regulatory developments at the federal, state, and levels to help our clients comply with employment laws and mitigate many of the risks associated with being an employer. We provide guidance on employment laws and regulations, including those relating to minimum wage, unemployment insurance, family and medical leave and anti-discrimination. We also ensure that our TriNet-sponsored benefit plans comply with applicable laws and regulations, like the ACA, reducing this compliance burden to our clients.
Workers' Compensation: We provide fully insured workers' compensation insurance coverage for our clients and WSEs through insurance policies that we negotiate with our third-party insurance carriers. Additionally, we help clients manage their risk by providing risk management services, including performing workplace assessment, safety consultation, accident investigation and other risk management services at our client locations to help prevent workplace accidents that could lead to claims. We also provide services to help remediate such claims when they occur.
We manage the deductible risk that we assume in connection with these policies by being selective in the types of businesses that we take on as new clients, and by monitoring claims data and the performance of our carriers and third-party claims management servicesservice providers. In addition, we advise clients on workers’ compensation best practices, including by performing workplace assessment consultations and vendors and by providing risk management services for existing clients.assisting with client efforts to identify conditions or practices that might lead to employee injuries.
Employment Practices Liability Insurance (EPLI): We also provide EPLI coverage for our clients through insurance policies that we obtain from oura third-party EPLI insurance carrier. These policies provide coverage for certain claims that arise in the course of the employment relationship, such as discrimination, harassment, and certain other employee claims, with a per-claim retention amount. The retention amount is split between the client and TriNet, with the client generally paying its portion of the retention amount first.
While we do not provide legal representation to our clients, our clients can benefit from the extensive experience of our employment law specialists andTriNet. Our HR professionals who assist our clients in implementing HR best practices to help avoid employment practices liability claims and in managing, processing and responding to such claims. For claims covered by our EPLI insurance, actual litigationreduce the cost of employment-related liabilities. Litigation defense is conducted by our preferred outside employment law firms with whom we and our EPLI carriers have previously negotiated rates, established billing guidelines and invoice review processes. We have also developed a case management protocol to efficiently and effectively defend such claims.firms.
Compliancetechnology-platforma20.jpgTechnology Platform
Our productstechnology platform includes online and services are designed to helpmobile tools that allow our clients comply with local, state and federal employmentWSEs to store, view, and benefit laws. We monitor employment-related developmentsmanage HR information and assist clients in complying with changing regulations and requirements at all levels, from changes in state and local employment laws, such as minimum wage and family leave ordinances, to sweeping federal reforms such as the 2017 Tax Cuts and Jobs Act (TCJA) and the Patient Protection and Affordable Care Act (ACA). Often these changes are staggered and require additional guidance fromadminister a variety of local, state or federal agencies, or resultHR transactions, such as payroll processing, tax administration, employee onboarding and termination, compensation reporting, expense management, and benefits enrollment and administration. Our online tools also incorporate workforce analytics, allowing clients to generate HR data, payroll, total compensation and other custom reports.
In 2019, we continued to make significant investments in complementary or responsive changes, making compliance a continuous challenge. Each componentour technology platform on projects intended to provide our users with improved functionality, HR management options, and security. We intend to continue to invest in our technology platform to improve its functionality, ease of use, security and the overall user experience for our clients and WSEs. We believe the continued investment in and improvement of our HR solutions is designed with compliance in mind, whether it is payroll processingtechnology platform will drive operating efficiencies and tax administration, HR services focused on creating a compliant workplace, or offering ACA-compliant benefit plans.improve the client experience.
We invested approximately $74 million, $81 million and $74 million, during 2019, 2018 and 2017, respectively, developing our technology platform.

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Our Co-Employment Model
We operate underusing a co-employment business model, under which employment-related responsibilities are contractually allocated by contract between us and our clients. This model allows WSEs to receive the full benefit of our services, including ouraccess to TriNet-sponsored employee benefit plan offerings. Each of our clients enters into a client service agreement with us that defines the suite of professional and insurance services and benefits to be provided by us, the fees payable to us, and the division of responsibilities between us and our clients as co-employers. WSEs also separately acknowledge the co-employment relationship and the allocation of employment-related responsibilities between TriNet and our clients. The division of responsibilities under our client service agreements is typically as follows:
TriNet Responsibilities
We generally assume responsibility for, and manage certain risks associated with:
remittance to WSEspayments of salaries, wages and certain other compensation as reportedto WSEs from our own bank accounts (based on client reports and paid to us bypayments), including the client, related tax reporting and remittance to tax authorities and processing of garnishment and wage deduction orders. Unlike a payroll service provider, we issue each WSE a payroll check drawn on our bank accounts,orders,
report thereporting of wages, withholdwithholding and deposit theof associated payroll taxes as the employer for regulatory reporting and payroll tax returns,of record,
provision and maintenance of workers' compensation insurance and workers' compensation claims processing,
provisionaccess to, and administration of, group health, welfare, and retirement benefits to WSEs under TriNet-sponsored insurancebenefit plans,
compliance with applicable law for certain employee benefits offered to WSEs,

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processingadministration of unemployment claims, and
provision of certainvarious HR policies and agreements, including an employee handbookhandbooks and worksite employee agreements describing the co-employment relationship.
Client Responsibilities
Our clients are responsible for employment-related responsibilities that we do not specifically assume, generally including:
day-to-day management of their worksites and WSEs,
compliance with laws associated with the classification of employees as exempt or non-exempt, such as overtime pay and minimum wage law compliance,
accurate and timely reporting to TriNet of compensation and deduction information, including information relating to hours worked, rates of pay, salaries, wages and certain other compensation, and work locations,
accurate and timely reporting to TriNet of information relating to workplace injuries, employee hires and termination, and certain other information relevant to TriNet’s services,
provision and administration of any employee benefits not provided by TriNet (e.g.,such as equity incentive plans),plans,
compliance with all laws and regulations applicable to the clients' workplace and business, including work eligibility laws, laws relating to workplace safety or the environment, laws relating to family and medical leave, laws pertaining to employee organizing efforts and collective bargaining and employee termination notice requirements,
payment of TriNet invoices, which include salary, wages and other relevant compensation to WSEs and applicable employment taxes and service fees, and
all other matters for which TriNet does not assume responsibility under the client service agreement, such as intellectual property ownership and protection and liability for products produced and/orand services provided.provided by the client company to its own customers.
As a result of our co-employment relationship with each of our WSEs,relationships, we are liable for payment of salary, wages and certain other compensation to the WSEs as reported and paid to us by the client, and are responsible for providing specified employee benefits to such persons to the extent provided in each client service agreement and under federal and state law. In most instances, clients are required to remit payment prior to the applicable payroll date by wire transfer or automated clearinghouse transaction (ACH).ACH.

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We also assume responsibility for payment and liability for the withholding and remittance of federal and state income and employment taxes with respect to salaries, wages and certain other compensation paid to WSEs, although we reserve the right to seek recourse against our clients for any liabilities arising out of their conduct. We perform these functions as the statutory employer for federal employment tax purposes, since our clients transfer legal control over these payroll functions to us. The laws that govern the payment of salaries, wages and related payroll taxes for our WSEs are very complex and the various federal, state and local laws that govern such payments can have significant differences. For example, except to the extentvary significantly. Based on applicable federal and state laws otherwise provide, thelaw in any jurisdiction, we or our client may be held ultimately liable for those obligations if we fail to remit taxes and the bonding security provided by the Employer Services Assurance Corporation (ESAC) or other surety is not sufficient to satisfy the obligation.taxes. 
Sales and Marketing
Our Sales Organization
We sell our solutions primarily through our direct sales organization. We have aligned our sales organization by industry vertical with the goal of growing profitable market share in our targeted industries. This vertical approach deepens our network of relationships and gives us an understanding of the unique HR needs facing SMBs in those industries.
Our Vertical Approach
We believe that our vertical approach allows our sales force, product development and service teams to tailor product and service offerings to the specific industry needs of our clients. In addition to sales and marketing, our client services and product development teams are focused on specific industry verticals. We believe this vertical approach is an important competitive differentiator for TriNet and believe that it will deliver significant benefits to our clients.

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Our Sales Organization
Our sales representatives are supported by marketing, inside sales, lead generation efforts, and referral sources and networks.
We sponsor and participate in associations and events around the country and utilize these forums to target specific vertical and geographic markets. We also generate sales opportunities within key industry verticals, through marketing alliances and other indirect channels, such as accounting firms, venture capital firms, incubators, insurance brokers, and other vertical market industry associations. Additionally, we utilize digital marketing programs, including digital advertising, search and email marketing, to create awareness and interest in our products.
We have expandedOur Marketing Organization
Our marketing organization is charged with driving overall brand awareness, managing lead generation, creating and managing our focus on various channel relationshipswebsite and alliances that drive referrals toother online properties, creating content for our direct sales force. Finally,outbound and inbound marketing efforts, media relations, and managing our sales representatives benefit from building strong relationships with prospects during the salessponsorships, major marketing events, and client service processes, resultingcommunications. In 2019 our marketing team focused on strategic marketing, communications and branding initiatives, in referrals to new prospects as well as direct support through providing reference calls in regard topart by augmenting our productscomprehensive company re-branding campaign, Incredible Starts Here, with our marketing campaign, People Matter, that included social media and services.advertising across digital, television, radio and out-of-home media.
Legal and Regulatory
Our business operates in a complex legal and regulatory environment created by the numerousdue to a myriad of federal, state and local laws and regulations relating to labor and employment matters, benefit plans and income and employment taxes. The following summarizesthat impact our business. Below is a summary of what we believe are the most important legal and regulatory aspectsissues for our business. For additional information on the impact of these and other laws and regulations on our business:
Federal Regulationsbusiness and results of operations, refer to Part I, Item 1A. Risk Factors, of this Form 10-K, under the heading - Legal and Compliance Risks.
Employer Status
We sponsor our employee benefit plan offerings as the “employer”employer of our WSEs under the Internal Revenue Code of 1986, as amended (the Code), ERISA and ERISA.applicable state law. The multiple definitions of “employer” under both the Code and ERISA are not clear and most are defined in part by complex multi-factor tests under common law. We believe that we qualify as an “employer” of our WSEs in the U.S. under both the Code and ERISA, as well as various state regulations,laws, but this status could be subject to challenge by various regulators. For additional information on our employer status and its impact on our business and results of operations, refer to Part I, Item 1A1A. Risk Factors, of this Form 10-K, under the heading - If we are not recognized as an employer of worksite employees under federal and state regulations, or are deemed to be an insurance agent or third-party administrator, we and our clients could be adversely impacted.impacted.
Affordable Care Act
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Health Insurance and Health Care Reform
Our sponsored employee health plan offerings are an important component of the products and services that we provide. The Patient Protection and Affordable Care Act (ACA) was signed into lawfuture of health care reform continues to evolve in March 2010. Thethe U.S. For example, the passage of the ACA in 2010 implemented sweeping health care reforms with staggered effective dates from 2010 through 2020,2022, and many provisions in the ActACA still require the issuance of additional guidance from the U.S. Department of Labor (DOL),DOL, the Internal Revenue Service (IRS),IRS, the U.S. Department of Health and Human Services and thevarious U.S. states. Passage of the 2017 TCJA in December 2017 eliminateseliminated the individual mandate tax penalty under the ACA beginning in 2019, while retaining employer ACA obligations. States have developed, and will continue to develop, varying approaches to state-based health exchanges. Further significant changes to health care statutes, regulations and policy at the federal, state and local levels could occur in 20182020 and beyond, including the potential further modification, amendment or repeal of the ACA.ACA, and we may need to adapt the manner in which we conduct our business as a result of any such changes. For additional information on the ACA and its impact on our business and results of operations, refer to Part I, Item 1A1A. Risk Factors, of this Form 10-K, under the heading - Our business isChanging laws and regulations governing health insurance and other traditional employee benefits at the federal, state and local level could negatively affect our business.
Data Privacy and Security Regulations
We collect , store, use, retain, disclose, transfer and otherwise process a significant amount of confidential, sensitive and personal information from and about our actual and potential clients, WSEs and corporate employees, and we are subject to numerous complexa variety of federal, state and federalforeign laws, rules, and changesregulations in uncertainty regarding, or adverse applicationconnection with such activities. As a sponsor of these laws could adversely affect our business.
Health Insurance Portability and Accountability Act
Maintaining the security of our WSEs information is important to TriNet as we sponsor employee benefit plans, and maywe also have access to personal health information of our WSEs. The manner in which we managecertain protected health information (PHI) of our WSEs and corporate employees. Management of PHI is subject to several regulations at the Health Insurance Portability and Accountability Act of 1996 (HIPAA),federal level, including HIPAA and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH Act).HITECH Act. HIPAA contains substantial restrictions and health data privacy, security and breach notification requirements with respect to the use and disclosure of PHI. Further, under the HITECH Act there are steep penalties and fines for HIPAA violations. OurBecause TriNet sponsored health plans are covered entities under HIPAA, and we are therefore required to comply with HIPAA's portability, privacy, and security requirements. We are also subject, among other applicable federal laws, rules and regulations, to the rules and regulations promulgated under the authority of the Federal Trade Commission. The U.S. Congress has considered, but not yet passed, several comprehensive federal data privacy bills over the past few years, such as the CONSENT Act, which was intended to be similar to the landmark 2018 European Union General Data Protection Regulations. We expect federal data privacy laws to continue to evolve.

At the state and local level, there is increased focus on regulating the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. In recent years, we have seen significant changes to data privacy regulations across the U.S., including the enactment of the California Consumer Privacy Act of 2018 (CCPA), which went into effect in January 2020. The CCPA increases privacy rights for California residents and imposes obligations on companies that process their personal information, including an obligation to provide certain new disclosures to such residents. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. The CCPA was amended in September 2018 and October 2019, and further amendments may be enacted.

New legislation proposed or enacted in Illinois, Massachusetts, New Jersey, New York, Rhode Island, Washington and other states, including a proposed right to privacy amendment to the Vermont Constitution, impose, or has the potential to impose, additional obligations on companies that collect , store, use, retain, disclose, transfer and otherwise process confidential, sensitive and personal information, and will continue to shape the data privacy environment nationally. In addition, all 50 U.S. states, the District of Columbia and Canada have enacted data breach notification laws that may require us to notify WSEs, clients, employees, third parties or regulators in the event of unauthorized access to or disclosure of personal or confidential information. Complying with existing and new data privacy and security regulations could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Any failure to comply with existing and new data privacy and security regulations could result in significant penalties, damage our reputation and otherwise have a material adverse effect on our business. For additional information on the privacy and security of the confidential, sensitive and personal information and PHI we possess and the potential impact to our business if we fail to protect such information, refer to each of the risk factors included in Part I, Item 1A. Risk Factors, of this Form 10-K, under the heading - Data Privacy and Security Risks.

   
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ToPEO Licensing Laws
Nearly all states have adopted laws and regulations for licensing, registration, certification or recognition of PEOs and the extent possible,IRS has implemented a federal licensing program for PEOs. We expect states without such laws and regulations to adopt them in the future. While these laws and regulations can vary widely, most regulators monitor the financial health and other relevant business information of PEOs on an annual or quarterly basis. In some cases, these laws and regulations codify and clarify the co-employment relationship for certain payroll, unemployment, workers' compensation and other employment-related purposes or require specific client contractual terms and/or WSE disclosures. We believe we possess is anonymizedcomply in all material respects with the applicable PEO laws and accessed through a secured third-party database.regulations in each state and jurisdiction in which we operate. For additional information, on the security of our clients' and WSEs' personal data and PHI and the potential impact to our business if we fail to protect our WSEs' PHI, refer to Part I, Item 1A1A. Risk Factors, of this Form 10-K, under the heading - Cyber-attacksIf we fail to qualify as a co-employer of WSEs under applicable federal and state licensing rules, or security breaches could result in reduced revenue, increased costs, liability claims or damage to our reputation.
Certified Professional Employer Organization (CPEO) Certification
With passage of the Small Business Efficiency Act in 2014, the U.S. Congress created a federal framework for professional employer organizations (PEOs) who voluntarily become certified under this law. The IRS is accepting applications for PEOs to become certified under the Code. Even though final regulations for the certification program have not yet been issued, we have applied for certification.
State Regulations
Forty-two states have adopted provisions for licensing, registration, certification or recognition of co-employers, and others are considering such regulation. Such laws vary from state to state but generally provide for monitoring or ensuring the fiscal responsibility of PEOs, and in some cases codify and clarify the co-employment relationship for unemployment, workers' compensation and other purposes under state laws. We believeif we are deemed to be operating in compliance in all material respects with the requirements in those 42 states.certain insurance-related industries, we and our clients could be adversely impacted.
Payroll and Unemployment Taxes
We must also comply with the federal and state payroll tax and unemployment tax requirements that apply where our clients are located. Tax reform efforts, and other payroll tax changes, at the federal, state and local level can impact our payroll tax reporting obligations for our clients and the products and services we can provide. State unemployment taxes are based on taxable wages and tax rates assigned by each state. The tax rates vary by state and are determined,based, in part, based on our prior years’ compensation and unemployment claims experience in each state. Certain ratesand may also vary based on the overall claims experience of a PEO. As a result, depending on where clients are located, the fees we charge for unemployment taxes can be higher or lower than a client could obtain alone. In some cases, the unemployment taxes we pay can also determined, in part, by each client’s own compensation and unemployment claims experience. In addition, states have the ability under law to increase unemployment tax rates, includingbe retroactively increased to cover deficiencies in the unemployment tax funds.
Other Employment Regulations
We must also comply with generallabor and employment laws, which can change frequently at the federal, state tax laws, including payroll tax laws. As noted above, tax reform mayand local level. In particular, regulatory focus on the classification of employers, employees and independent contractors has the potential to significantly change how we and other PEOs operate and the products and services that we and other PEOs can provide to our clients and WSEs. For example, in September 2019 California passed AB5, a law that could potentially reclassify client independent contractors as employees. Similarly, in January 2020, the DOL issued a new rule broadening the definition of joint employer used under the Fair Labor Standards Act (FLSA). We do not believe that we are a joint employer under the new DOL rule, but the impact of new regulations like these could lead to increased legal claims against us or our clients, increase our compliance costs, or require changes to how we operate our business and the products and services we provide to our clients and WSEs. For additional information, refer to Part I, Item 1A. Risk Factors, of this Form 10-K, under the heading - The definition of employers, employees and independent contractors is evolving. Changes to the laws and regulations that govern what it means to be an employer or an employee may require us to make significant state tax law changes in 2018our operations and beyond.may negatively affect our business.
Strategic Acquisitions
Historically, we have pursued strategic acquisitions to both expand our product capabilities and supplement our growth across geographies and certain industry verticals. Our acquisition targets have included PEOs and other HR solution providers as well as technology companies or technology product offerings to supplement or enhance our existing HR solutions. We intend to continue to pursue strategic acquisitions, where appropriate, that will enable us to add new clients and WSEs, expand our presence in certain geographies or industry verticals and offer our clients and WSEs more attractive products and services.
Client Industries and Geographies
Our clients are distributed across a variety of industries, including technology, life sciences, not-for-profit, professional services, financial services, life sciences, not-for-profit, property management, retail, manufacturing, and hospitality. Our clients execute annual service contracts with us that automatically renew. Generally, our clients may cancel these contracts with thirty days' notice to us and we may cancel these contracts with thirty days' notice.
We conductNearly all of our business primarily inrevenues are generated within the United States of America (U.S.), with more than 99% of our total revenues being attributable to WSEs in the U.S. and the remainder being attributable to WSEs in Canada. Substantiallyits territories and substantially all our long-lived assets are located in the U.S.United States.

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Seasonality
Our business is affected by seasonality in client business activity and WSE product selection, during benefits open enrollment. health claims costs and payroll taxes:
Clients generally change their payroll service providers at the beginning of the payroll tax year andyear; as a result, we have historically experienced our highest volumes of new and exiting clients in the month of January. Other
WSEs select our benefit products during their respective open enrollment periods, which occur throughout the year. We have historically experienced the largest proportion of significant client turn-over coincide withWSE benefit changes in the timingfirst and fourth quarters.
Health claims cost tend to increase throughout the year as the utilization of benefit program renewals.medical services above each WSE's deductible causes our insurance costs to increase. In addition, the overall use of medical services by WSEs, including elective procedures, tends to increase later in the calendar year.

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Certain payroll tax related billings are based on the WSE's annual taxable wage base up to a set cap. WSEs frequently meet these wage base caps in the first two quarters of the year, depending on the WSE's compensation level, resulting in lower related billing contributions to PSR in the latter half of the year.
Competition


We face significant competition in the form of companies serving their HR needs in both traditional and non-traditional manners. These forms of competition include:from:

Other PEOs that compete directly with us,

HR and information systems departments and personnel of companies that perform their own administration ofadminister employee benefits, payroll and HR

for their companies in-house,
providers of certain endpoint HR services, including payroll, employee benefits, and business process outsourcers with high-volume transaction and administrative capabilities, such as Automatic Data Processing, Inc., Paychex, Inc. and other third-party administrators,

employee benefit exchanges that provide benefits administration services over the Internet to companies that otherwise maintain their own employee benefit plans,

alternative and non-traditional benefit providers, and
insurance brokers who allow third partythird-party HR systems to integrate with their platform, andtechnology platform.


Our competitors include large PEOs such as the TotalSource unit of Automatic Data Processing, Inc., the PEO operations of Paychex, Inc. and Insperity, Inc., as well as specialized and smaller PEOs and similar HR service providers with PEO operations. If, and toTo the extent that we and other companies providing these services are successful in growing our businesses, we anticipate that future competitors will enter this industry.
We believe that our services are attractive to many SMBs in part because of our ability to provide access to a broad range of TriNet-sponsored workers' compensation, health insurance and other benefits programs on a cost-effective basis. We compete with insurance brokers and other providers of thisinsurance and benefits coverage, in this regard, and our offerings must be priced competitively with those provided by these competitors in order for us to attract and retain our clients.
We believe that we compete based upon the principal competitive factors in our market include client satisfaction, ease of client setup and on-boarding, breadth and depth of our benefit plans, vertical market expertise, total cost of service, brand awareness and reputation, ability to innovate and respond to client needs rapidly, access to online and mobile solutions, and subject matter expertise. We believe that we compete favorably onare competitive across these factors. For additional information about our competition, please refer to Part I, Item 1A. Risk Factors, of this Form 10-K, under the basisheading - To succeed, we must work to improve our products and services to meet the expectations of each of these factors.our clients and applicable regulations. If we fail to meet those expectations and regulations, we may lose clients and harm our business.
Intellectual Property
We own or license from third parties various computer software, as well as other intellectual property rights, used in our business. Generally, we protect our intellectual property rights through the use of confidentiality and non-disclosure agreements and policies with our employees and third-party partners and vendors, although we currently have one pending U.S. patent application covering our technology.vendors. We also own registered trademarks in the U.S.,United States, Canada and the European Union covering our name and other trademarks and logos that we believe are materially important to our operations.

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Corporate Employees
We refer to our employees that are not co-employed with our clients as our corporate employees. We had approximately 2,7002,900 corporate employees as of December 31, 2017. None of our2019. Our corporate employees are not covered by a collective bargaining agreement.
Corporate and Other Available Information
We were incorporated in 1988 as TriNet Employer Group, Inc., a California corporation. We reincorporated as TriNet Merger Corporation, a Delaware corporation, in 2000 and during that year changed our name to TriNet Group, Inc. Our principal executive offices areoffice is located at 1100 San Leandro Blvd.,One Park Place, Suite 400, San Leandro,600, Dublin, CA 9457794568 and our telephone number is (510) 352-5000. Our website address is www.trinet.com. Information contained in or accessible through our website is not a part of this report.
On the Investor Relations page of our Internet website at http://www.trinet.com, we make available, free of charge, ourOur Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge at investor.trinet.com as soon as reasonably practicable after we file such material is electronically filed with, or furnishedfurnish it to, the SEC.

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The Alternatively, the public may read and copy any materials that we file with the SECaccess these reports at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SECSEC's website at www.sec.gov. The contents of these websites are not incorporated into this report and are not part of this report.


   
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RISK FACTORS 




Item 1A. Risk Factors
Below is a discussion of the risks that we believe are significant to our business. These risks are not the only ones we face. We may face additional risks that we do not currently consider to be significant or of which we are not currently aware, and any of these risks could cause our actual results to differ materially from historical or anticipated results. You should carefully consider these risks along with the other information provided in this Annual Report, including the information in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our accompanying consolidated financial statements, as well as the information under the heading "Cautionary Note Regarding Forward-Looking Statements" before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.
Operational Risks
Our co-employment relationship with our worksite employees exposes us to business risks.
We are the co-employer of our WSEs. As the co-employer of our WSEs, we assume certain risks and obligations of an employer. For instance, we face the risk of providing access to health benefits to our WSEs even if the cost of providing benefits exceeds the fees received from our clients. The extent of our responsibility for other aspects of our co-employer relationship with our WSEs remains subject to regulatory uncertainty at the federal, state and local levels. For example, under certain circumstances, we may be found to be responsible for paying salaries, wages and related payroll taxes of our WSEs, even if our clients have not timely remitted payments to us.
Our WSEs work in our clients' workplaces. Our ability to control the workplace environment of our clients is limited. As a co-employer of WSEs, we may be subject to liability for violations of labor and employment laws, workers' compensation laws, industry-specific laws that apply to the businesses our clients operate, and other laws that apply to our clients or to employers generally. We may also be liable for acts and omissions by our clients or WSEs, even if we do not violate such laws or participate in such acts or omissions. Federal and state positions regarding co-employment relationships can change, and have frequently changed in the past, with varying degrees of impact on our operations. We cannot predict when changes will occur or forecast whether any particular future changes will be favorable or unfavorable to our operations. Any such changes could reduce or eliminate the attractiveness of using a PEO and/or significantly increase our compliance costs and the cost to provide our products or services, which could result in a material adverse effect on our financial condition and results of operations.
We seek to mitigate these risks through agreements and insurance coverage and by requiring certain clients to pre-fund certain obligations. Our agreements with our clients divide responsibilities between us and our clients and provide that our clients will indemnify us for any liability attributable to their own or our WSEs' conduct. However, we may not be able to effectively enforce or collect on these obligations. In addition, we maintain insurance coverage, including workers’ compensation and EPLI coverage, to limit our and our clients' exposure to various WSE-related claims, but subject to split by contract, we are still responsible for any deductible layer under such insurance and such insurance generally excludes coverage for claims relating to the classification of employees as exempt or non-exempt, other wage and hour issues, and employment contract disputes. We cannot assure you that our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us and for which we are unable to obtain indemnification from our clients.
Negative publicity relating to events or activities attributed to us or our corporate employees as a result of the actions of our customers and WSEs, or others associated with them, whether or not justified, may tarnish our reputation and reduce the value of our brand. In addition, if our brand is negatively impacted, it may have a material adverse effect on our business, including creating challenges in retaining clients or attracting new clients and hiring and retaining employees. 
Unexpected changes in workers' compensation and health insurance costs and claims by worksite employees could harm our business.
Our insurance costs, which make up a significant portion of our overall costs, are significantly affected by our WSEs’ health and workers' compensation insurance claims experience. Our fully insured insurance plans are provided by third-party insurance carriers under risk-based or under guaranteed-cost insurance policies. Refer to Note 1 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for further discussion of these policies.

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Under our risk-based health insurance policies, we assume the risk of variability in future health claims costs for our enrollees. We have experienced variability, and may experience variability in the future, in the amounts that we are required to pay for group health insurance expenses incurred by WSEs within our deductible layer under these risk-based policies, based on changing trends in the volume and severity of medical and pharmaceutical claims. This variability arises from changes to the components of medical cost trend (MCT), defined as changes in participant use of services, the introduction of new treatment options, changes in treatment guidelines and mandates, and changes in the mix and unit cost of services provided to plan participants. These trends change, and other seasonal trends and variability may develop, which makes it difficult for us to predict this aspect of our business and which may have a material adverse effect on our business.
Under our fully insured workers' compensation insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer). Refer to Note 1 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for further discussion of these policies. The ultimate cost of the workers’ compensation services provided will not be known until all the claims are settled. If we do not accurately predict the risks that we assume, we may not charge adequate fees to cover our costs, which could reduce our net income and result in a material adverse effect on our business. Our ability to predict these costs is limited by unexpected increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements.
We accrue for the estimated future costs of reimbursing our workers' compensation and health insurance carriers under our insurance policies, using external actuaries and our own experience to develop the estimates, but the volume and severity of claims activity is inherently unpredictable. Estimating these accrued costs requires us to consider a number of factors and requires significant judgment.
In addition, we accrue for estimated future costs of reimbursing our workers' compensation and health insurance carriers under our insurance policies, using external actuaries and our own experience to develop the estimates. Estimating these accrued costs requires us to consider a number of factors and requires significant judgment.
If we subsequently receive updated information indicating that the volume and severity of insurance claims were higher or lower than previously estimated and reported, our insurance costs could be higher or lower, respectively, in that period or subsequent periods as we adjust our accrued costs accordingly, which could have a material adverse effect on our business. We have experienced both favorable and unfavorable insurance cost variability due to claims activity in the past and could have similar or worse experiences in the future. Refer to Critical Accounting Judgments and Estimates in Part II, Item 7. MD&A, of this Form 10-K for further discussion of these estimates.
Our SMB clients are particularly affected by volatility in the financial and economic environment, which could harm our business.
Our clients are small and mid-sized businesses that we believe can be susceptible to changes in the level of overall economic activity in the markets in which we operate. These businesses are often exposed to credit and cash liquidity risks that larger businesses may be able to avoid and during periods of weak economic conditions, small business failures tend to increase and employment levels tend to decrease. During these periods, our clients have in the past and may in the future reduce employee headcount, compensation and/or benefits levels, which could negatively affect our revenues and margins if we are unable to reduce our operating expenses sufficiently or quickly enough.
Weak economic forecasts or conditions have in the past and may in the future also affect the willingness of our clients and potential clients to pay outside vendors for services like ours, and may impact their ability to pay their obligations to us on time, or at all. During such periods, we are also likely to see an increase in unemployment and related COBRA claims and employment-related costs from our clients and WSEs and we may be legally or practically unable to recover these costs or increase the fees we charge our customers in these situations.
In addition, most of our clients are concentrated in certain geographic regions and operate in a relatively small number of industries, including the technology, life sciences, not-for-profit, professional services and financial services industries. As a result, if any of those geographic regions or specific industries suffers a downturn, even if the economy at the national level remains strong, the portion of our business attributable to clients in that region or industry could be adversely affected, which could have a material adverse effect on our financial condition or results of operations.

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Any failure in our business systems, or in any third-party business systems or service provider that we rely upon, could reduce the quality of our business services, harm our reputation and expose us to liability.
Our business is highly dependent on in-house and third-party data processing centers and systems that rely on the complex integration of numerous hardware and software subsystems to manage, on a daily basis, a large volume of client and WSE transactions, including the processing of employee, payroll and benefits data. In addition, we rely on third-party systems to provide services for our clients and WSEs, including insurance carrier networks and databases that manage the benefits provided to, and claims made by, our clients and WSEs and electronic banking systems and payroll tax systems that transmit payments and data to clients, WSEs and taxing agencies. These centers and systems have been, and could be disrupted by, among other things, equipment failures, computer server or systems failures, network outages, malicious acts, software errors or defects, vendor performance problems, power failures, natural disasters, terrorist actions or similar events. We have also experienced office closures on the East Coast on multiple occasions over the past few years due to hurricane threats, and in California due to increased wildfire threats in the state. Our offices and data processing centers in these and other locations will continue to face the risk of closure or damage in the future due to climate change.
Any delay or failure in our business continuity response to these events, or in the response of our third-party service providers, even if only for a short period of time, can have a significant impact on our clients and WSEs. This could cause clients to leave us, result in reduced revenues, increase our liability to our clients and WSEs, any of which could result in a materially adverse effect on our reputation and business.
We also rely on enterprise software applications licensed from third parties that are updated from time to time. Any failure of these systems for any reason could delay or prevent us from providing services to our clients, which would have a material adverse effect on our business and results of operations.
Adverse changes in our insurance coverage, or in our relationships with key insurance carriers, could harm our business.
Our success depends in part on our ability to maintain competitive health and workers' compensation coverage options and insurance rates through well-known insurance carriers. If we are unable to maintain competitive insurance rates or obtain popular and desirable coverage plans through well-known insurance carriers, it could affect our ability to attract and retain clients, which could have a material adverse effect on our business. Where we sponsor insurance coverage and we are not responsible for any deductibles, our carriers set the fixed cost of the plan, which may lead to uncompetitive fees. Even where we sponsor insurance under which we are responsible for deductibles, we may not be able to control our costs in a way that would make our fees competitive.
In addition, broad adoption of our services in certain geographic regions or industries may make it more difficult for us to obtain competitive health and/or workers' compensation insurance rates due to concentration of clients within a particular region or industry. The loss of any one or more of our key insurance vendors in these areas, or our inability to partner with certain vendors that are better-known or more desirable to our clients or potential clients, could have a material adverse effect on our financial condition and results of operations.
Clients may terminate our services based on a variety of factors, many of which are difficult for us to control, which can negatively impact our business.
We regularly experience client attrition due to a variety of factors that are difficult for us to control or predict, including cost pressures, client merger and acquisition activity, reactions to any proposed increases in administrative and insurance service fees by us, client business failure, effects of competition, and client decisions to bring their HR administration in-house. Our standard client service agreement can generally be canceled by us or by the client without penalty with 30 days’ prior written notice. If we were to experience client attrition in excess of our historic annual attrition rate, it could have a material adverse effect on our business, financial condition and results of operations.
To succeed, we must work to improve our products and services to meet the expectations of our clients and applicable regulations. If we fail to meet those expectations and regulations, we may lose clients and harm our business.
In order to attract and retain clients, we believe that we must compete in our industry effectively on the basis of the value proposition that we deliver to our clients including customer experience and satisfaction, relevance and price of our benefit plans, vertical market expertise, total price of service, brand awareness and reputation, ability to innovate and respond to customer needs rapidly, access to online and mobile solutions, and subject matter expertise. The expectations of our clients and prospective clients in these areas change over time as a result of many factors outside of our control, such as competition, regulatory and technical changes, and changing trends in the demands employees place on SMB employers. If we are unable to satisfy the evolving product and service delivery expectations of our clients and WSEs, then we could experience lower client satisfaction, lower rates for on-boarding new clients and higher client attrition, which could have a material adverse effect on our business.

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To satisfy the product and service delivery expectations of our clients and regulators, we must also timely and effectively identify, develop, or license the technologies we need, and implement those technologies into the solutions that we provide. New products or upgrades may not be released according to schedule, or may contain defects when released. Difficulties with the performance of our new technologies could result in adverse publicity, loss of sales, delay in market acceptance of our services, or client claims against us, any of which could materially harm our business. Even if we are capable of satisfying client expectations in these areas, we may not be able to do so on a cost-effective basis, which could have a material adverse effect on our financial condition and our results of operations. In addition, we could lose market share if our competitors develop superior products and services or satisfy client or regulatory demands before we are able to do so.
We have acquired, and may in the future acquire, other businesses and technologies, which can divert management's attention and create integration risks and other risks for our business.
We have completed numerous acquisitions of other businesses and technologies, and we expect that we will continue to pursue future acquisitions. Acquisitions involve numerous other risks, some of which we have experienced in the past and which we may experience in the future, including:
over-valuing and over-paying for businesses and technologies,
increased operating costs and unanticipated costs to successfully integrate the clients, WSEs, operations, systems, technologies, services and personnel of the acquired business,
establishing or maintaining required internal controls, procedures and policies for the acquired business,
diversion of management’s attention from other business concerns,
litigation resulting from the activities of the acquired business,
insufficient revenues, insurance or seller indemnification to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired businesses,
entering markets in which we have no prior experience and may not succeed,
potential loss of key employees or key clients of the acquired business as a result of the acquisition or integration of the acquired business.
We have experienced increased operating costs to resolve the challenges of prior acquisitions. If we fail to appropriately integrate any acquired business, we may fail to achieve our growth, service enhancement or operational efficiency objectives, and our business, results of operations and financial condition could be harmed.
Our business and operations have undergone and will continue to undergo significant change as we seek to improve our operational effectiveness. If we are unable to effectively manage this change, our business and results of operations may suffer.
We have changed our operations and internal processes in recent periods in order to improve our operational effectiveness, and to provide improved client support and services. Managing these changes will continue to require further refinement to our operational, financial and management controls and reporting systems and procedures while we simultaneously seek to effectively recruit, integrate, train and motivate new corporate employees, retain our existing corporate employees, maintain the beneficial aspects of our corporate culture, effectively execute our business plan, satisfy the requirements of our existing clients, acquire new clients, and enhance the quality and scope of our services. These activities will require significant operating and capital expenditures and allocation of valuable management and employee resources, which we expect will continue to place significant demands on our management and on our operational and financial infrastructure. If we fail to manage these changes effectively, our costs and expenses may increase more than we expect and our business, financial condition and results of operations may be harmed.

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If we are unable to attract, maintain and manage qualified personnel, including our sales force, our business may be harmed.
Our ability to provide the products and services that our clients need, satisfy our strategic objectives and grow depends in part on our ability to attract and retain highly motivated and qualified personnel. Competition for skilled employees is intense and, if we are unable to attract and retain such personnel, our business may suffer. In addition, we have invested significant time and resources into developing a corporate culture that we believe will help us provide improved products and services and increase client satisfaction with our services. If we are unable to attract and retain the personnel needed to support and further develop our corporate culture, our business may not grow at the rate that we anticipate, which could have a material adverse effect on our financial condition and results of operations. For example, we have experienced in the past, and may in the future experience, elevated sales force attrition as a result of our change in industry focus, compensation structure changes, third-party competition for sales talent and other factors. Newly hired sales personnel are typically not productive for some period of time following their hiring, which results in increased near-term costs to us relative to their actual sales contributions during this period. If we are unable to effectively train and maintain an adequately seasoned sales force, our revenues likely will not increase at the rate that we anticipate, which could have a material adverse effect on our business, financial condition and results of operations.
Similarly, we rely on qualified personnel to properly manage and maintain our internal control processes, including internal control over financial reporting. Our internal control environment involves a significant number of manual procedures. If we are unable to effectively train and maintain qualified personnel to manage and operate these procedures, it is possible that our internal controls may not remain effective, which could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.
Our industry is competitive, which may limit our ability to maintain or increase our market share or improve our results of operations.
We face significant competition on a national and regional level from other PEOs, as well as other existing, and potential, companies and industries that service, or may in the future service, client HR needs. Refer to the heading “Competition” under Part I, Item 1. Business, above for more details. Our competitors, regardless of industry, may have greater marketing and financial resources than we have, and may be better positioned than we are in certain markets. Increased competition in our industry could result in price reductions or loss of market share, any of which could harm our business. We expect that we will continue to experience competitive pricing pressure.
Moreover, we may not be successful in convincing potential clients that the use of our services is a superior, cost-effective means of satisfying their HR obligations relative to the way in which they currently satisfy these obligations either by themselves or by using the services of our competitors. If we cannot compete effectively against other PEOs or against the alternative means by which companies meet their HR obligations, or if we are unable to convince clients or potential clients of the advantages of our offerings, our market share and business may suffer, resulting in a material, adverse effect on our financial condition and results of operations.
Data Privacy and Security Risks
Cyber-attacks or other security-related incidents could result in reduced revenue, increased costs, liability claims, regulatory penalties, and damage to our reputation.
We collect, store, use, retain, disclose, transfer and otherwise process a significant amount of confidential, sensitive and personal information from and about our actual and potential clients, WSEs and corporate employees, including bank account and social security numbers, tax information, certain medical information, certain health claim information, PHI, retirement account information and payroll data. Maintaining the security of our infrastructure and the confidentiality of the confidential, sensitive and personal information of our clients, WSEs and corporate employees is critical as the clients, WSEs and corporate employees using our technology platform and services rely on our security infrastructure to protect their confidential, sensitive and personal information. In providing our services, we also rely on third-party service providers, such as insurance carriers and banks, who also have access to confidential, sensitive and personal information about our clients, WSEs and corporate employees. Some of those service providers in turn subcontract with other service providers.

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Due to the size and complexity of our technology platform and services, the amount of confidential, sensitive and personal information that we store and the number of clients, WSEs, corporate employees and service providers with access to confidential, sensitive and personal information, we and our service providers are potentially vulnerable to a variety of intentional and inadvertent cyber-attacks and other security-related incidents and threats, which could result in a disclosure of information and a material adverse effect on our business. The occurrence of any actual or attempted cyber-attack or other security-related incident, the reporting of such an incident, whether accurate or not, or our failure to make adequate or timely disclosures to the public or law enforcement agencies following any such event, whether due to delayed discovery or a failure to follow existing protocols, could result in significant fines, penalties, orders, sanctions and proceedings or actions against us or our service providers by governmental bodies and other regulatory authorities, clients or third parties, which could in turn result in a material adverse effect on our financial condition and results of operations. Any such fines, penalties, order, sanctions, proceedings or actions, and any related indemnification obligation, could damage our reputation, force us to incur significant expenses in defense of these proceedings or to pay fines and penalties, distract our management, increase our costs of doing business or result in the imposition of financial liability.
Threats to our information technology systems and data security can take a variety of forms. Hackers may develop and deploy viruses, worms and other malicious software programs that attack our networks and data centers or those of our service providers. Other malicious actors may direct social engineering, phishing, credential stuffing, ransomware, denial or degradation of service attacks and similar types of attacks against any or all of us, our clients and our service providers. Other threats include inadvertent security breaches or theft, misuse or unauthorized access or other improper actions by our employees, clients, WSEs, service providers and other business partners. Cyber-attacks and other security-related incidents are increasing in frequency and evolving in nature. Given the unpredictability of the timing, nature and scope of cyber-attacks and other security-related incidents, there can be no assurance that any security procedures and controls that we or our service providers have implemented will be sufficient to prevent such incidents from occurring. Furthermore, because the methods of attack and deception change frequently, are increasingly complex and sophisticated, and can originate from a wide variety of sources, including third parties such as service providers and even nation-state actors, it is possible that we may not be able to anticipate, detect, appropriately react and respond to, or implement effective preventative measures against, all cyber-attacks and other security-related incidents. As a result, disclosure of confidential, sensitive and personal information could occur due to the occurrence of such attacks of incidents, which could materially and adversely affect our financial condition or results of operations.
We, our clients and our service providers have been the victims of these types of threats, attacks and security breaches in the past. No security measures, procedures, technology or amount of preparation can provide guaranteed protection from these threats, and we, our clients and our service providers expect to be victims again in the future. Cyber-attacks have disrupted, or resulted in unauthorized access to, our networks, applications, bank accounts, and confidential, sensitive and personal information, or those of our clients or WSEs or service providers, in the past and successful attacks may occur again in the future. We, our service providers and our clients have experienced security incidents in the past that led to disclosure of the confidential, sensitive or personal information we possess and we and they could experience such incidents in the future. In addition, we have in the past been, and may in the future be, required to report data breaches to regulators, affected individuals, clients and other third parties. While we do not believe that any such past events resulted in material expenditures or a material loss of confidential, sensitive or personal information, we cannot guarantee that any future events will not have a material impact on our operations.
Any cyber-attack, unauthorized intrusion, insider theft, malicious software infiltration, network disruption, denial of service or other data security incident could result in disruption to our clients' or service providers' systems and services, product development delays, compliance breaches, and the disclosure or misuse of confidential, sensitive and personal information. This could have a material adverse effect on our business operations, result in liability, fines and penalties or other regulatory sanctions, a loss of confidence in our ability to provide our services, and/or harm our reputation and relationships with current or potential clients. We may be required to expend significant capital and other resources to protect against, respond to, and recover from any potential, attempted, or existing cyber-attacks or other security-related incidents and their consequences. The costs of identifying and remediating any threat, attack, breach, or disclosure, and the costs associated with responding to litigation or regulatory investigations, could have a material adverse effect on our business and reduce our operating margins. Although we maintain insurance coverage, the amount of our insurance may not cover the costs associated with any security incident, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Any publicized security incident, or even public rumors about a security incident, affecting our businesses and/or those of our service providers may also have a similarly material adverse effect on our business or reputation. Moreover, there could be public announcements regarding any security-related incidents and any steps we take to respond to or remediate such incidents, if securities analysts or investors perceive these announcements to be negative, could have a material adverse effect on the price of our common stock.

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Our efforts to protect against and to remediate cyber-attacks, other security-related incidents, and data breaches may not succeed and any such event, whether intentional or inadvertent and whether attributable to us or our service providers, could have a material adverse effect on our business, reputation and the price of our common stock.
We have implemented policy, procedural, technical, physical, and administrative controls with the aim of protecting our networks, applications, bank accounts, and the confidential, sensitive and personal information entrusted to us, including bank account and social security numbers, tax information, certain medical information, certain health claim information, PHI, retirement account information and payroll data, from cyber-attacks and other security-related incidents. While we, and our service providers, have security measures and programs in place to prevent, detect, and respond to cyber-attacks, security-related incidents, data breaches and other similar threats, these security measures and programs and our collective efforts may not always succeed. Despite our efforts and those of our service providers, we cannot fully eliminate the possibility of such cyber-attacks, security-related incidents and other threats, whether intentional or inadvertent and whether internal or external and we, our clients or our service providers may not discover a security incident for a significant period of time after the incident occurs.
In some cases, we perform risk assessments of our service providers or require them to undertake security measures through contract provisions. However, we do not control our service providers and our ability to monitor their data security is limited, so we cannot ensure the security measures they take will be sufficient to protect our confidential, sensitive and personal information. Due to applicable laws and regulations or contractual obligations, we may be held responsible for any cyber-attack or other security-related incident attributed to our service providers regarding the information we share with them and any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such liabilities and losses.
We have invested, and plan to continue investing, in resources to protect our information security ecosystem against cyber-attacks, other security-related incidents, and data breaches and to investigate and remediate any information security vulnerabilities. However, the security protections and strategies that we implement, and the investigation and remediation efforts we undertake, may not be successful. Any security breach, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our clients', WSEs' and corporate employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new clients, cause existing clients to terminate their agreements with us, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business and operating results.
We must comply with constantly evolving, data privacy and security laws and regulations, which may require substantial costs or changes to our business, and any actual or perceived compliance failure could result in reduced revenue, increased costs, liability claims, regulatory penalties, and damage to our reputation.
We are subject to various federal, state and local laws, rules, and regulations, as well as contractual obligations, relating to the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. Existing laws and regulations are constantly evolving, and new laws and regulations that apply to our business are being introduced at every level of government inside and outside of the United States. For example, all 50 U.S. states, the District of Columbia and Canada have enacted breach notification laws that may require us to notify WSEs, clients, corporate employees, or other third parties regulators in the event of unauthorized access to or disclosure of confidential, sensitive or personal information experienced by us or our service providers.
In addition to breach notification laws, we have seen increased focus at every level of government inside and outside of the United States on regulating the collection, store, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. For example, in recent years, many states have proposed or enacted new laws or amended existing laws. Certain state laws, including the CCPA, may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts, requiring attention to changing regulatory requirements. We believe that we currently comply with the requirements of the CCPA, but additional provisions of the CCPA will become effective in 2021. While we are working to comply with these provisions, we cannot guarantee that we will not incur significant costs or that our efforts will be successful. As a sponsor of employee benefit plans with access to certain PHI, we are subject to regulation at the federal level, including under the HIPAA and the HITECH Act. HIPAA contains restrictions and health data privacy, security and breach notification requirements with respect to the use and disclosure of PHI and there are penalties and fines for HIPAA violations.

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For details regarding these data privacy and security laws and regulations discussed above and that apply to our operations, refer to Part I, Item 1. Business, of this Form 10-K, under the heading Legal and Regulatory: Data Privacy and Security Regulations. Complying with these and any other data privacy and security laws, rules and regulations, and with any new laws or regulations or changes to existing laws, could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business, divert resources from other initiatives and projects, and restrict the way products and services involving data are offered, all of which may have a material adverse effect on our business. For example, we have incurred and expect to continue to incur additional costs to comply with the CCPA and other similar regulations. Despite our efforts, in the future we may be unable to make required changes and modifications to our business practices in a commercially reasonable manner, or at all. Given the rapid development of cybersecurity and data privacy laws, we expect to encounter inconsistent interpretation and enforcement of these laws and regulations, as well as frequent changes to these laws and regulation. As a result, we may be required to incur significant, unexpected compliance costs and we may be exposed to significant penalties or liability for non-compliance, the possibility of fines, lawsuits (including class action privacy litigation), regulatory investigations, criminal or civil sanctions, audits, adverse media coverage, public censure, other claims, significant costs for remediation and damage to our reputation, all of which could have a material adverse effect on our business and operations. Any inability, or the perception of any inability, to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, damage our relationships with clients and have a material adverse effect on our business.
Legal and Compliance Risks
Our business is subject to numerous complex laws, and changes in, uncertainty regarding, or adverse application of these laws could negatively affect our business.
The products and services we provide to our clients are subject to numerous complex federal, state and local laws and regulations, including those described under the heading "Legal and Regulatory" in Part I, Item 11. Business, of this Form10-K. Many of these laws (such as ERISA, the ACA and state healthcareForm 10-K. These laws and other federalregulations cover a diverse range of topics, including employer, employee and stateindependent contractor classifications, employee benefit, health and retirement plan laws, workers' compensation laws, employment and payroll tax laws, such asworksite safety laws, insurance and banking laws, wage and hour laws, anti-discrimination laws, etc.) mayand many laws specific to the industries of our clients. Many of these laws do not result in a consistent approachspecifically address PEOs or co-employment relationships, and regulators are often unfamiliar with the PEO industry and co-employment relationships, which can lead to unpredictable application, interpretation and enforcement of these laws and regulations at the federal, state and local level, may not specifically address PEOs and co-employment relationships or may allow significant regulatory interpretation and discretionlevels in enforcement. As a result, there is uncertainty in how they might be appliedrelation to our operations and those of our clients and WSEs.business.

NewAny new laws, changes in existing laws, or any adverse application, interpretation or interpretationenforcement of new or existing laws, regardingincluding those described in Part I, Item 1. Business, of this Form 10-K, whether they apply to employers generally or specifically to PEOs or to our co-employment relationship with our clients and WSEs (in courts, agencies or otherwise) could relationships could:
reduce or eliminate the need for,value and benefits that customers realize by using our products and services,
change or benefit provided by, some or alleliminate the types of theproducts and services we provide, or
require us to make significant changes in our methods of doingto how we do business and providing services. Regulatory changes could also provide products and services,
affect the extent and type of employee benefits that employers and co-employers can or must provide employees,
alter the amount, timing and type of taxes employers, co-employers and employees are required to pay and that we are able to manage for our clients
increase the cost and complexity of the licensing requirements for our business operations,
create or the time within which employers must remit taxesincrease our liability and responsibilities to applicable tax authorities. our clients and WSEs, and/or
mandate new compliance requirements, disclosures or services.
Any such new laws,of these changes in laws or adverse application or interpretation of laws could have a material adverse effect on our financial condition and results of operations. Changes

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The laws that apply in our industry and to employers and co-employers have in the past, and could in the future, be changed, replaced or uncertainty regarding, the TCJA, ACA and other health care reforms or tax reforms could materially impactinterpreted in a manner adverse to our businessoperations and we are not able to predict the occurrence, direction or ultimate impact of these events. Any such reforms onnew laws, change in laws or adverse application or interpretation of laws could reduce or eliminate the attractiveness of our business operations.

For example,products and services, provide customers with new and attractive alternatives to our products and services, significantly increase our compliance costs and the newly passed TCJA will result in sweepingcost to provide our products and services, or require us to make substantial changes to the taxation of individuals and businesses in 2018 and beyond. Federal implementation of these tax reforms, and the changes to state tax laws that may result from federal tax reforms, may materially change the way in which we provide payroll tax services for our clients, as well as the business incentives that matter to our clients. Our ability to timely comply with the numerous changes under the TCJA and to continue to provide services that take advantageoperate, any one of new business incentives created by the TCJAwhich could haveresult in a materiallymaterial adverse effect on our ability to attractfinancial condition and retain clients.results of operations.

Changing laws and regulations governing health insurance and other traditional employee benefits at the federal, state and local level could negatively affect our business.
Similarly, changesChanges to and continued uncertainty regarding the implementation and future of health care reform in the United States, underat the ACA, any successor to the ACA, or related or similarfederal, state laws,and local level, has the potential to substantially change the health insurance market for SMBs and how such employers provide health insurance to their employees, which could have a materially adverse effect on how we provide our sponsored health benefits to our WSEs, and our ability to attract and retain our clients. For example,In addition, changes at the TCJA's elimination offederal, state and local level to the ACA individual mandate tax penalty beginning in 2019 may reducelaws and regulations regarding other traditional employee benefits, such as retirement and workers’ compensation benefits, also have the number of WSEs who participate in our insurance programs, and proposed rule changes bypotential to substantially change the DOL may increase the availability of "association health plans," which may compete with the health plans we provide, or impact the operation of other types of health plans, including the plansbenefit programs that are available to SMBs and that we sponsor. Thereand other PEOs may also be significant additional changesrequired to the ACA in 2018 and beyond, including the potential modification, amendment or repeal of the ACA. Tax reform changes brought about by the TCJA and changes to federal health care laws, including to the ACA, could also result in new or amended laws being introduced at the state or local level. In addition, state tax regulators may engage in their own tax reforms as a result of the passage of the TCJA.offer. Our ability to comply with, and adapt our product offerings to take advantage of, any such changes could require significant additional costs, andprove cost prohibitive and/or otherwise divert management attention, which could result in a material adverse effect on our financial condition and results of operations.
If we are not recognized as an employer of worksite employees under federal and state regulations, or are deemed to be an insurance agent or third-party administrator, we and our clients could be adversely impacted.
In order to sponsor our employee benefit plan offerings for WSEs, we must qualify as an employer of WSEs for certain purposes under the Code and ERISA. In addition, our status as an employer is important for purposes of ERISA’s preemption of certain state laws. The definition of employer under various laws is not uniform, and under both the Code and ERISA, the term is defined in part by complex multi-factor tests.
Generally, these tests are designed to evaluate whether an individual is an independent contractor or employee and they provide substantial weight to whether a purported employer has the right to direct and control the details of an individual's work. Some factors that the IRS has considered important in the past in evaluating this issue have included the employer’s degree of behavioral control (the(for example the extent of instructions, training and the natureevaluation of the work), financial control and the economic aspects of the work relationship, the intenttype of the parties,relationship, as evidenced by the specific benefit,

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contract, terminationif any, whether employee benefits are provided, whether the work is indefinite in duration or project-based, and other similar arrangements between the parties and the on-going versus project-oriented naturewhether it is a regular part of the work to be performed.employer’s business. However, a definitive judicial interpretation of “employer” in the context of PEOs has not been established. For ERISA purposes, for example, courts have held that test factors relating to the ability to control and supervise an individual are less important, while the U.S. Department of LaborDOL has issued guidance that certain entities in the HR outsourcing industry do not qualify as common law employers for ERISA purposes. Although we believe that we qualify as an employer of WSEs under ERISA and the U.S. Department of LaborDOL has not provided guidance otherwise, we are not able to predict the outcome of any future regulatory challenge.
If we were found not to be an employer for ERISA purposes, it could adversely affect the manner in which we are able to provide employee benefits to WSEs. Similarly, to qualify for favorable tax treatment under the Code, certain employee benefit plans, such as 401(k) retirement plans and cafeteria plans must be established and maintained by an employer for the exclusive benefit of its employees. All of our 401(k) retirement plans are operated pursuant to guidance provided by the IRS and we have received favorable determination letters from the IRS confirming the qualified status of thethese plans. However, the IRS uses its own complex, multi-factor test to ascertain whether an employment relationship exists between a worker and a purported employer. Although we believe that we qualify as an employer of WSEs under the Code, we cannot assure you that the IRS will not challenge thisour position or continue to provide favorable determination letters. Moreover, the IRS' 401(k) guidance and qualification requirements are not applicable to the operation of our cafeteria plans.
If we are not recognized as an employer under the Code or ERISA, we may be required to change the method by which we report and remit payroll taxes to the tax authorities and the method by which we provide, or discontinue providing, certain employee benefits to WSEs, whichWSEs. Such changes could have a material adverse effect on our business and results of operations.

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The definition of employers, employees and independent contractors is evolving. Changes to the laws and regulations that govern what it means to be an employer or an employee may require us to make significant changes in our operations and may negatively affect our business.
National views on employers, employees and independent contractors are changing at a rapid rate, as evidenced by recent federal and state rule changes. In September 2019 California passed AB5, a law that could potentially reclassify client independent contractors as employees. AB5 and similar changes in rules defining when a worker is an employee or independent contractor can increase or decrease the pool of WSEs that we are allowed to include in our TriNet sponsored benefit plans, which may negatively impact client demand for the products and services we provide, require us to modify or change how we operate our business and have a material adverse effect on our business and results of operations.
In addition, in January 2020, the DOL issued a new rule broadening the definition of joint employer that has been used under the Fair Labor Standards Act (FLSA) for more than sixty years. Joint employment is not the same as co-employment, and we do not believe that we are a joint employer under the new DOL rule or that this rule change impacts our status as a co-employer. However, these changes could potentially result in increased FLSA jointemployment claims, which could divert management attention and cause us to incur additional and potentially material costs to defend.
The examples above highlight the impact to our business when regulations regarding the definitions or classification of employers, employees, independent contractors and other groups of workers change. Any such regulatory changes could affect the way in which we provide TriNet-sponsored benefits to our WSEs, the way in which we report and remit payroll taxes to tax authorities, and our legal liability for the actions and inactions of our clients. Any of such regulatory changes could also require us to change the manner in which we operate our business, or provide our products and services, and could have an adverse effect on our business and results of operations.
If we fail to qualify as a co-employer of WSEs under applicable federal and state licensing rules, or if we are deemed to be operating in certain industries, we and our clients could be adversely impacted.
We must also qualify as co-employers of WSEs and comply with state licensing, certification and registration requirements for the regulation of PEOs. Forty-twoPEOs at the federal level and in nearly every state. We expect states have passed such laws and other states may implement suchwithout these regulations to adopt similar requirements in the future.future and states without these regulations today often still have laws and regulations applicable to PEOs. While we believe that we satisfy theseapplicable state regulations, these requirements vary from state to state, they have changed frequently in the past, and could change frequently and ifagain in the future, with potentially material impact on our operations. If we are not able to satisfy existing or future licensing requirements or other applicable regulations in any state, we may be prohibited from doing business in that state, including having any clients within that state.
In addition, stateState regulatory authorities generally impose licensing requirements on companies acting as insurance agents or third-party administrators, such as those that handle health or retirement plan funding and claim processing. Other state regulatory authorities impose licensing requirements on companies involved in the transmission of cash, such as banks, and other money transmitters. We do not believe that our current activities require any such licensing,licenses, but ifwe and others in our industry have received inquiries from regulatory authorities in the past and could receive them in the future. If regulatory authorities in any state determine that we are acting as an insurance agent, third-party administrator, money transmitter, or as any other regulated industry other than a third-party administrator,PEO, we may need to hire additional personnel to manage regulatory compliance and become obligated to pay annual regulatory fees, which could have a material adverse effect on our financial condition and results of operations.
Our co-employment relationship with our worksite employees exposes usWe are subject to business risks.legal and tax proceedings that may result in adverse outcomes.
We are subject to claims, suits, government investigations, and proceedings arising from the co-employerordinary course of our WSEs. Asbusiness. Refer to Note 10 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for additional information about the co-employer of our WSEs, we assume certain obligations and responsibilities of an employer. For instance,legal proceedings we are responsiblecurrently involved in and future proceedings that we may face. Current and future legal proceedings may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, results of operations, financial condition and liquidity.
In addition, the tax authorities in the U.S. regularly examine our income and other tax returns. Refer to Note 13 in Part II, Item 8. Financial Statements and Supplementary Data, of this Form 10-K for providing health benefits toadditional details regarding our WSEs regardlesson-going tax examinations and disputes. The ultimate outcome of whethertax examinations and disputes cannot be predicted with certainty. Should the costIRS or other tax authorities assess additional taxes as a result of providing benefits exceeds the fees received from our clients. However, the extent of our responsibility forthese or other aspects of our co-employer relationship with our WSEs remains subject to regulatory uncertainty at the state and federal level. For example, under certain circumstances,examinations, we may be foundrequired to be responsible for paying salaries, wages and related payroll taxesrecord charges to operations that could have a material impact on our results of our WSEs, even if our clients have not timely remitted payments to us.operations, financial position or cash flows.
We co-employ people in our clients' workplaces. Our ability to control the workplace environment of our clients is limited. As a co-employer of WSEs, there is a possibility that we may be subject to liability for violations of employment or other laws and other acts and omissions by our clients or WSEs even if we do not participate in any such acts or omissions. State and federal regulations interpreting co-employment relationships are in a constant state of flux and we cannot predict when changes will occur or forecast whether any particular future changes will be favorable to our operations or not.
We seek to mitigate these risks through our client agreements and insurance coverage. Our agreements with our clients establish the contractual division of responsibilities between us and our clients and that they will indemnify us for any liability attributable to their own or our WSEs' conduct, however, we may not be able to effectively enforce or collect on these contractual obligations. In addition, we maintain insurance coverage, including workers’ compensation, directors and officers and employment practices liability insurance coverage, to limit our and our clients' exposure to various WSE related claims, but we are still responsible for any deductible layer under such insurance and such insurance generally excludes coverage for claims relating to the classification of employees as exempt or non-exempt,


   
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other wageFinancial and hour issues, and employment contract disputes, among other things. We cannot assure you that our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us and for which we are unable to obtain indemnification from our clients.
Negative publicity relating to events or activities attributed to us, our corporate employees, WSEs, or others associated with any of these parties, whether or not justified, may tarnish our reputation and reduce the value of our brand. In addition, if our brand is negatively impacted, it may have a material adverse effect on our business, including creating challenges in retaining clients or attracting new clients and hiring and retaining employees. 
Cyber-attacks or security breaches could result in reduced revenue, increased costs, liability claims or damage to our reputation.
Maintaining the security of our IT infrastructure and the confidentiality of our clients' and WSEs' personal data and information is paramount for us and our clients. Clients using our technology platform rely on the security of our IT infrastructure to ensure the reliability of our products and services and the protection of sensitive client and WSE data. We use and store a large amount of personal and confidential information about our clients, WSEs and colleagues, including bank account and social security numbers, tax return data, certain medical information, retirement account information and payroll data. Threats to security can take a variety of forms. Hackers may develop and deploy viruses, worms and other malicious software programs that attack our networks and data centers. Sophisticated organizations or individuals may launch targeted attacks to gain access to our networks, applications and confidential data, such as phishing attacks.
We have implemented technical, physical, and administrative controls in order to protect personal and confidential information entrusted to us. In providing our services, we also rely on third-party service providers, such as insurance carriers, to process personal and confidential information about our clients, WSEs and employees. Through contractual provisions, we take steps to require that our service providers protect such information. However, we cannot guarantee the performance of our service providers and, ultimately, despite all of our efforts, threats to our IT infrastructure and our clients’ and WSEs’ data as these threats continue to grow in frequency, complexity and sophistication. While we, and our service providers, have programs in place to prevent, detect, and respond to data security incidents, these programs and our collective efforts may not always succeed. As a result, we may be required to invest significant additional resources to modify and enhance our information security to protect against such incidents.
Any cyber attack, unauthorized intrusion, insider theft, malicious software infiltration, network disruption or denial of service could result in disruption to our systems and services, product development delays, and the disclosure or misuse of personal and confidential information. This could have a material adverse effect on our business operations, result in liability or regulatory sanction or a loss of confidence in our ability to provide our services, or harm relationships with current or potential clients. Further, the cost of remediating any attack, breach or disclosure and costs associated with responding to litigation or regulatory investigations could have a material adverse effect on our business or reduce our operating margins. Maintaining the security of confidential WSE information is particularly important to us as a sponsor of employee benefit plans with access to certain personal health information. The manner in which we manage protected health information (PHI) is subject to HIPAA and the HITECH Act. To the extent possible, the health information we possess is anonymized and accessed through a secured third-party database. Although we maintain, and actively seek to improve, security measures and infrastructure designed to protect against unauthorized access to this sensitive data, cyber attacks and security breaches remain a significant threat to our business. Any security breach could result in the access, public disclosure, loss or theft of the confidential and personal data, including PHI, of our clients and WSEs, which could negatively affect our ability to attract new clients, cause existing clients to terminate their agreements with us, result in reputational damage and subject us to lawsuits, regulatory fines, or other actions or liabilities which could materially and adversely affect our business and operating results.
We are subject to various federal and state laws, rules, and regulations relating to the collection, use, and security of personal and confidential information. For example, most states and the District of Columbia have enacted breach notification laws that may require us to notify WSEs, clients, employees, or regulators in the event of unauthorized access to or disclosure of personal or confidential information. Complying with these various laws, and any new laws or regulations that may be promulgated, could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Changes or inconsistencies in interpretations of these laws and regulations and/or changes in enforcement priorities may result in significant penalties or liability for non-compliance.

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RISK FACTORS


Unexpected changes in workers' compensation and health insurance claims by worksite employees could harm our business.
Our insurance costs, which make up a significant portion of our overall costs, are impacted significantly by our WSEs’ health and workers' compensation insurance claims experience. We establish reserves to provide for the estimated costs of reimbursing our workers' compensation and health insurance carriers under our insurance policies, relying on third-party actuaries and our own experience, but the volume and severity of claims activity is inherently unpredictable. If we experience a sudden or unexpected increase or decrease in claim activity, our costs could increase or decrease, respectively. An increase in claim activity could make it more difficult to secure replacement insurance policies on competitive terms once our current policies expire. Estimating these reserves involves our consideration of a number of factors and requires significant judgment. If there is an unexpected increase or decrease in the severity or frequency of claims activity of our WSEs (including activity arising from any of a number of factors that affect claim activity levels, such as changes in general economic conditions, claims differing significantly from expectations, and terrorism, disease outbreaks or other catastrophic events), or if we subsequently receive updated information indicating insurance claims were higher or lower than previously estimated and reported, our insurance costs could be higher or lower, respectively, in that period or subsequent periods as we adjust our reserves accordingly, which could have a material adverse effect on our business. We have experienced both favorable and unfavorable insurance cost variability due to claims activity in the past and could have similar or worse experience in the future.
Some of our health insurance policies include risk-based policies that can limit our exposure for individual claims and our maximum aggregate claims exposure in each policy year. Refer to Note 1 in Part II, Item 8 of this Form 10-K for further discussion of these policies. We have experienced variability, and may experience variability in the future, in the amounts that we are required to pay for group health insurance expenses incurred by WSEs within our deductible layer under these risk-based policies, based on continually changing trends in the frequency and severity of claims. These historical trends may change, and other seasonal trends and variability may develop, which may make it more difficult for us to manage this aspect of our business and which may have a material adverse effect on our business.Stock Ownership Risks
Our results of operations and stock price may fluctuate as a result of numerous factors, many of which are outside of our control.
Our future operating results and stock price are subject to fluctuations and quarterly variations based upon a variety of factors, many of which are not within our control, including, without limitation:
the volume and severity of health and workers' compensation insurance claims made by our WSEs, recorded as part of our insurance costs, and the timing of related claims information provided by our insurance carriers,
the amount and timing of our insurance premiums and other insurance costs, operating expenses and capital expenditures,
the number of our new clients initiating service and the number of WSEs employed by each new client,
the retention loss or mergerloss of existing clients, for any reason, including third-party acquisition,
a reduction in the number of WSEs employed by existing clients,
the timing of client payments and payment defaults by clients,
the costs associated with our acquisitions of companies, assets and technologies,
any payments or drawdownsdraw downs on our credit facility,
any unanticipated expenses, such as litigation or other dispute-related settlement payments and compliance expenses arising from changes in regulations or regulatory enforcement,
any expenses we incur for geographic and service expansion and product and service enhancements,
any changes in laws or adverse interpretation or enforcement of laws, increasingwhich may require us to change the manner in which we operate and/or increase our regulatory compliance costs,
any changes in our effective tax rate,
the issuance of common stock or debt to pay for future acquisitions, which could dilute our stockholders or subject us to significant debt service obligations,
amortization expense, or the impairment of intangible assets and goodwill, associated with past or future acquisitions, and
the impact of new accounting pronouncements.

In addition, the trading price of our common stock is subject to fluctuation in response to a variety of factors, including the factors above and below, many of which are not within our control, including, without limitation:
15

RISK FACTORS
the overall performance of the equity markets,

any trading activity, or a market expectation regarding such activity, by our directors, executive officers and significant stockholders,

the economy as a whole, and its impact on SMBs and our clients,
the performance and market perception of companies that investors believe are similar to us, and
any significant changes in the liquidity of our common stock.
Many of the above factors are discussed in more detail elsewhere in this “Risk Factors”Risk Factors section and in Part II, Item 77. MD&A, of this Form 10-K. Many of these factors are outside our control, and the variability and unpredictability of these factors have in the past and could in the future cause us to fail to meet our expectations and the expectations of investors and any industry analysts who cover our shares, which could result in a decline in our share price and reduced liquidity in our shares. In addition, the occurrence of one or more of these factors might cause our results of operations to vary widely, which could lead to negative impacts on our margins, short-term liquidity, orand our ability to retain or attract key personnel, and could cause other unanticipated issues, including a downgrade of our shares by or change in opinion of industry analysts and a related decline in our share price. Accordingly, we believe that quarter-to-quarter and annual comparisons of our revenues, results of operations and cash flows may not be meaningful and should not be relied upon as an indication of our future performance.
Any failure in our business systems could reduce the quality of our business services, which could harm our reputation and expose us to liability.
Our business systems rely on the complex integration of numerous hardware and software subsystems to manage client transactions including the processing of employee, payroll and benefits data. These systems can be disrupted by, among other things, equipment failures, computer server or systems failures, network outages, malicious acts, software errors or defects, vendor performance problems, power failures, natural disasters, terrorist actions or similar events. Any delay or failure in our systems that impairs our ability to communicate electronically with our clients, employees, vendors or the government agencies to which we make tax and other filings on behalf of WSEs, or our ability to store or process data could harm our reputation and our business. For example, errors in our products and services, such as the erroneous denial of healthcare benefits or delays in making payroll, could expose our clients to liability claims from improperly serviced WSEs, for which we may be contractually obligated to provide indemnification.

In addition, the software, hardware and networking technologies we use must be frequently and rapidly upgraded in response to technological advances, competitive pressures consumer expectations and new and changing laws. To succeed, we need to effectively develop, or license from third parties, and integrate these new technologies as they become available to improve our services. We rely on enterprise software applications licensed from third parties that are upgraded from time to time. Any difficulties we encounter in adapting application upgrades to our systems could harm our performance, delay or prevent the successful development, introduction or marketing of new services.

New products or upgrades may not be released according to schedule, or may contain defects when released. Difficulties in integrating new technologies could result in adverse publicity, loss of sales, delay in market acceptance of our services, or client claims against us, any of which could harm our business. We could also incur substantial costs in modifying our services or infrastructure to adapt to these changes. In addition, we could lose market share if our competitors develop technologically superior products and services.
We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in a material misstatement in our financial statements.
In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2017, we have identified and concluded that we continue to have a material weakness relating to our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Refer to Part II, Item 9A in this Form 10-K for more details. While the material weakness described in that section creates a reasonable possibility that an error in financial reporting may go undetected, after extensive review and the performance of additional analysis and other procedures, no material adjustments, restatement or other revisions to our previously issued financial statements were required.
As further described in Part II, Item 9A of this form 10-K below, we are taking specific steps to remediate a material weakness that we identified by implementing and enhancing our control procedures. This material weakness will not be remediated until all necessary internal controls have been implemented, repeatably tested and determined to be operating effectively. In addition, we may need to take additional measures, including system migration and automation, to address the material weakness or modify the remediation steps, and we cannot be certain that the measures we have taken, and expect to take, to improve our internal controls will be sufficient to address the issues identified, to ensure that our internal controls are effective or to ensure that the identified material weakness will not result in a material misstatement of our annual or interim consolidated financial statements. Implementing any appropriate changes to our internal controls may distract our officers and employees and require material cost to implement new


   
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RISK FACTORS 



process or modify our existing processes. Moreover, other material weaknesses or deficiencies may develop or be identified in the future. If we are unable to correct material weaknesses or deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission, will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, lead to delisting, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.
We have acquired, and may in the future acquire, other businesses and technologies, which can divert management's attention and create integration risks and other risks for our business.
We have completed numerous acquisitions of other businesses and technologies, and we expect that we will continue to grow through similar future acquisitions. Such acquisitions involve numerous other risks, including:
identifying attractive acquisition candidates,
over-valuing and over-paying for acquisition candidates,
integrating the operations, systems, technologies, services and personnel of the acquired companies, including the migration of WSEs from an acquired company’s technology platform and legal service providers to ours,
establishing or maintaining internal controls, procedures and policies relating to the acquired systems and processes, including the potential for actual or perceived control weaknesses associated with or arising from the acquisitions and integration of acquired systems,
diversion of management’s attention from other business concerns,
litigation resulting from activities of the acquired company, including claims from terminated employees, clients, former stockholders and other third parties,
insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies,
insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions,
entering markets in which we have no prior experience and may not succeed,
potential loss of key employees of the acquired companies, and
impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.
If we fail to integrate newly acquired businesses effectively, we might not achieve the growth, service enhancement or operational efficiency objectives of the acquisitions, and our business, results of operations and financial condition could be harmed.
We may pay for acquisitions by issuing additional shares of our common stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to significant debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Any such impairment charges would adversely affect our results of operations.

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RISK FACTORS


Our SMB clients are particularly affected by volatility in the financial and economic environment, which could harm our business.
Our clients are small and mid-sized businesses that we believe can be particularly susceptible to changes in the level of overall economic activity in the markets in which we operate. During periods of weak economic conditions, small business failures tend to increase and employment levels tend to decrease. Current or potential clients may react to weak or forecasted weak economic conditions by reducing employee headcount or wages, bonuses or benefits levels, any of which would affect our revenues, and may affect our margins, because we may be unable to reduce our operating expenses sufficiently enough or quickly enough to offset the drop in revenues. It is difficult for us to forecast future demand for our services due to the inherent difficulty in forecasting the direction, strength and length of economic cycles. These conditions may affect the willingness of our clients and potential clients to pay outside vendors for services like ours, and may impact their ability to pay their obligations to us on time, or at all.
For example, as a result of macroeconomic factors, interest rates may become more volatile. Increased interest rate volatility could also negatively impact our clients' and prospects' access to credit. If businesses have difficulty obtaining credit, business growth and new business formation may be impaired, which could also harm our business. Even modest downturns in economic activity on a regional or national level could have a material adverse effect on our financial condition or results of operations.
In addition, it can be difficult to predict the impact of developments that are perceived as positive for SMBs. For example, the passage of the TCJA in December 2017, may create unexpected challenges or business incentives for our clients and fail to translate into increased demand for our services.
Our business and operations have experienced rapid growth in the past, and if we are unable to effectively manage future growth, our business and results of operations may suffer.
We have experienced rapid growth and have significantly expanded our operations in recent periods, which has placed a strain on our management and our administrative, operational and financial infrastructure. Managing this growth will continue to require further refinement to our operational, financial and management controls and reporting systems and procedures while we simultaneously seek to effectively recruit, integrate, train and motivate new corporate employees, retain our existing corporate employees, maintain the beneficial aspects of our corporate culture, effectively execute our business plan, satisfy the requirements of our existing clients, acquire new clients, and enhance the quality and scope of our services. These activities will require significant operating and capital expenditures and allocation of valuable management and employee resources, and we expect that our growth will continue to place significant demands on our management and on our operational and financial infrastructure, all of which could have a material adverse effect on our business. If we fail to manage our growth effectively, our costs and expenses may increase more than we expect them to, which in turn could harm our business, financial condition and results of operations.
If our vertical strategy is unsuccessful, or if we are unable to manage our sales force effectively, we may not be able to grow our business at the rate that we anticipate.
We have developed an industry vertical business strategy and we plan to continue to devote significant resources and time in pursuit of this strategy. Under our industry vertical strategy, our sales force, product development, and service teams are focused on specific business sectors. We cannot assure you that our industry vertical approach will resonate with our existing and prospective clients, that we will target the right industries, that our vertical products will have all of the features most valuable to existing and prospective clients in those industries, or that we will implement our strategy in a timely and effective manner. If our vertical strategy is unsuccessful, our business may not grow at the rate that we anticipate, which could have a material adverse effect on our financial condition and results of operations.
We have experienced sales force attrition in the past and we rely on a well-trained sales force to promote our industry vertical strategy and sell our solutions. Competition for skilled sales personnel is intense, and we cannot assure you that we will be successful in attracting, training and retaining qualified sales personnel, or that our newly hired sales personnel, including our new sales leader, will function effectively, either individually or as a group. In addition, our newly hired sales personnel are typically not productive for some period of time following their hiring. This results in increased near-term costs to us relative to the sales contributions of these newly hired sales personnel. If we are unable to effectively train our sales force and benefit from greater productivity of our sales representatives, or if our sales force is otherwise unable to sell our solutions as we anticipate, our revenues likely will not increase at the rate that we anticipate, which could have a material adverse effect on our business, financial condition and results of operations.

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RISK FACTORS


Most of our clients are concentrated in certain geographies and a relatively small number of industries, making us vulnerable to downturns in those geographies and industries.
Most of our clients are concentrated in certain geographies and operate in a relatively small number of industries, including the technology, life sciences, not-for-profit, professional services and financial services industries. As a result, if any of those geographic regions or specific industries suffers a downturn, the portion of our business attributable to clients in that region or industry could be adversely affected, which could have a material adverse effect on our financial condition or results of operations.
We are subject to legal proceedings that may result in adverse outcomes.
We are subject to claims, suits, government investigations, and proceedings arising from the ordinary course of our business. Refer to Note 13 in Part II, Item 8 of this Form 10-K for additional information about the legal proceedings we are currently involved in and future proceedings that we may face. Current and future legal proceedings may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, results of operations, financial condition and liquidity.
Changes in our income tax positions or adverse outcomes resulting from on-going or future tax audits, which could harm our business, operating results, financial condition and prospects.
Significant judgments and estimates are required in determining our provision for income taxes and other tax liabilities. Our provision for income taxes, results of operations and cash flows may be impacted if any of our tax positions are challenged and successfully disputed by the tax authorities. In determining the adequacy of our tax provision, we assess the likelihood of adverse outcomes that could result if our tax positions were challenged by the IRS and other tax authorities. The tax authorities in the U.S. regularly examine our income and other tax returns. Refer to Note 12 in Part II, Item 8 of this Form 10-K for additional details regarding our on-going tax examinations and disputes. The ultimate outcome of tax examinations and disputes cannot be predicted with certainty. Should the IRS or other tax authorities assess additional taxes as a result of these or other examinations, we may be required to record charges to operations that could have a material impact on our results of operations, financial position or cash flows.
Adverse changes in our insurance coverage, or in our relationships with key insurance carriers, could harm our business.
Our success depends in part on our ability to maintain competitive health and workers' compensation coverage options and insurance rates through well-known insurance carriers. If we are unable to maintain competitive insurance rates or obtain popular and desirable coverage plans through well-known insurance carriers, it could affect our ability to attract and retain clients, which would have a material adverse effect on our business. Where we sponsor insurance coverage and we are not responsible for any deductibles, our carriers set the premiums and the rates set by our carriers on these policies may not be competitive. Even where we sponsor insurance under which we are responsible for deductibles, we may not be able to control costs through the deductible layer in a way that would make our rates competitive.
In addition, broad adoption of our services in certain geographies or industries may make it more difficult for us to obtain competitive health and/or workers' compensation insurance rates due to concentration of clients within a particular geography or industry. The loss of any one or more of our key insurance vendors in these areas, or our inability to partner with certain vendors that are better-known or more desirable to our clients or potential clients, could have a material adverse effect on our financial condition and results of operations.
There is significant competition for our clients and clients may terminate our services based on a variety of factors that are difficult for us to control, which can negatively impact our business.
We regularly experience client attrition due to a variety of factors, including cost, client merger and acquisition activity, increases in administrative and insurance service fees, client business failure, effects of competition and clients deciding to bring their HR administration in-house. Our standard client service agreement can be cancelled by us or by the client without penalty with 30 days’ prior written notice. Clients who intend to cease doing business with us often elect to do so effective as of the beginning of a calendar year. As a result, we have historically experienced our largest concentration of client attrition in the first quarter of each year. In addition, we experience higher levels of client attrition in connection with renewals of the health insurance coverage we sponsor for WSEs in the event that such renewals result in increased costs. If we were to experience client attrition in excess of our historic annual attrition rate, it could have a material adverse effect on our business, financial condition and results of operations.

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RISK FACTORS


We believe the principal competitive factors in our market include client satisfaction, ease of client setup and on-boarding, breadth and depth of benefit plans, vertical market expertise, total cost of service, brand awareness and reputation, ability to innovate and respond to client needs rapidly, online and mobile solutions, and subject matter expertise. If we are unable to develop products that appeal to our clients, and that respond to the specific needs of our clients, on a cost-effective basis, our overall client satisfaction may decline and our reputation may suffer, which could lead us to experience greater rates of attrition and lower rates for on-boarding new clients, which could have a material adverse effect on our business.
The terms of our credit facility may restrict our current and future operations, which would impair our ability to respond to changes in our business and to manage our business.
Our credit facility contains, and any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions on us subject to customary exceptions, including restricting our ability to:
incur, assume or guarantee additionalprepay debt or incur or assume liens,
pay dividends or distributions or redeem or repurchase capital stock,
incur or assume liens,
make loans, investments andor acquisitions,
engage in sales of assets and subsidiary stock,
enter into sale-leaseback transactions,
enter into certain transactions with affiliates,
enter into certain hedging agreements,
enter into new lines of business,
prepay certain indebtedness,
transfer allcomplete a significant corporate transaction, such as a merger or substantially allsale of our assetscompany or enter into merger or consolidation transactions with another person,its assets, and
enter into agreements that prohibit the incurrence of liens or the payment by our subsidiaries of dividends and distributions.
In July 2017, the head of the United Kingdom Financial Conduct Authority announced plans to phase out the use of LIBOR by the end of 2021. Our credit facility includes a LIBOR-indexed component and our lenders are not obligated to accept any LIBOR alternative that we may propose. However, we do not believe that the phase out of LIBOR will have a material effect on our operational or borrowing costs under our credit facility or any of our other business arrangements.
Our failure to comply with these restrictions and the other terms and conditions under our credit facility could result in a default, which in turn could result in the termination of the lenders’ commitments to extend further credit to us under our credit facility and acceleration of a substantial portion of our indebtedness then outstanding under our credit facility. If that were to happen, we may not be able to repay all of the amounts that would become due under our indebtedness or refinance our debt, which could materially harm our business and force us to seek bankruptcy protection.
Atairos, our largest stockholder, may have significant influence over our Company, and the existing ownership of capital stock, and thus the voting control, of our Company remains concentrated in our executive officers, directors and their affiliates, which limits your ability to influence corporate matters.
On February 1, 2017, an entity affiliated with Atairos Group, Inc. (together with its affiliates, “Atairos”) became our largest stockholder when it acquired the shares of TriNet common stock previously held by General Atlantic. In connection with this transaction, we appointed Michael J. Angelakis, the Chairman and CEO of Atairos, to our board of directors and agreed to nominate Mr. Angelakis or another designee of Atairos reasonably acceptable to our Nominating and Corporate Governance Committee for election at future annual meetings until Atairos’ beneficial ownership falls below 15% of our common stock. As of February 20, 2018,January 31, 2020, Atairos beneficially owned approximately 28% of our outstanding common stock, and all of our directors, executive officers and their affiliates, including Atairos, beneficially own, in the aggregate, approximately 38%37% of our outstanding common stock. As a result of the foregoing, Atairos, particularly when acting with our executive officers, directors and their affiliates, who beneficially owned in the aggregate, approximately 38% of our outstanding common stock, will beis able to exert substantial influence on all matters requiring

20

RISK FACTORS


stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit the ability of other stockholders to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.
Our industry is highly competitive, which may limit our ability to maintain or increase our market share or improve our results of operations.
We face significant competition on a national and regional level from other professional employer organizations, as well as other existing, and potential, companies and industries that service, or may in the future service, client HR needs. Refer to the heading “Competition” under Item 1, Business, above for more details. Our competitors, regardless of industry, may have greater marketing and financial resources than we have, and may be better positioned than we are in certain markets. Increased competition in our industry could result in price reductions or loss of market share, any of which could harm our business. We expect that we will continue to experience competitive pricing pressure.
Moreover, we may not be successful in convincing potential clients that the use of our services is a superior, cost-effective means of satisfying their HR obligations relative to the way in which they currently satisfy these obligations either by themselves or by using the services of our competitors. If we cannot compete effectively against other professional employer organizations or against the alternative means by which companies meet their HR obligations, or if we are unable to convince clients or potential clients of the advantages of our offerings, our market share and business may suffer, resulting in a material, adverse effect on our financial condition and results of operations.24


PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES


Item 1B. Unresolved Staff Comments
None.

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PROPERTIES, LEGAL PROCEEDINGS AND MINE SAFETY DISCLOSURES


Item 2. Properties
We lease space for 4954 offices in various U.S. states, in the U.S., including the following:
Corporate:Principal Client Service Centers:
San Leandro,Dublin, California• Pleasanton, California
• Bradenton, Florida
Technology Center:• Reno, Nevada
• Austin, TexasFort Mill,Indian Land, South Carolina
• New York, New York
All of these leases expire at various times up through 2028. We believe that our leases are sufficient for our current purposes and long-term growth and expansion goals.
Item 3. Legal Proceedings
For the information required in this section, refer to Note 1310 in Part II, Item 88. Financial Statements and Supplementary Data, of this Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.




   
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STOCK ACTIVITIES 




PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders of Record
Our common stock has been listedis traded on the New York Stock Exchange under the symbol “TNET” since March 2014. The following table sets forth for the periods indicated the high and low sales prices per share of our common stock as reported on the New York Stock Exchange for the quarters indicated below:.
On February 20, 2018, the last reported sales price of our common stock on the New York Stock Exchange was $41.02 per share. As of February 20, 2018,6, 2020, we had 3439 holders of record of our common stock per Computershare Trust Company N.A., our transfer agent. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in a trust by other entities.
For information regarding our equity-based incentive plans, please refer to Part III, Item 1212. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Form 10-K.
Dividend Policy
We did not declare or pay cash dividends in 20172019 or 2016.2018. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions under our credit facility (refer to Note 89 in Part II, Item 88. Financial Statements and Supplementary Data, of this Form 10-K), capital requirements, business prospects and other factors our board of directors may deem relevant.

23

STOCK ACTIVITIES


Performance Graph
The graph on the following graphpage compares the cumulative return on our common stock since the initial public offering in MarchDecember 31, 2014 with the cumulative return on the S&P 500 Index and a Peer Group Index (1).Index. The cumulative return is based on the assumption that $100 had been invested in TriNet Group, Inc. common stock, the Standard & Poor's 500 Stock Index (S&P 500) and common stock of members of thea Peer Group Index, all on the date of TriNet's initial public offering in MarchDecember 31, 2014 and that all quarterly dividends were reinvested. The cumulative dollar returns shown on the graph represent the value that such investments would have had at each quarteryear end.

26


STOCK ACTIVITIES



COMPARISON OF 45 MONTH5-YEAR CUMULATIVE TOTAL RETURN
Among TriNet Group, Inc., the S&P 500 Index, and a Peer Group(1) 
chart-49f42ffe9ef55575906a01.jpg

(1) The Peer Group Index used in the chart above consists of the following companies:
Automatic Data Processing, Inc.Insperity, Inc.
Paychex, Inc.

Barrett Business Services, Inc.Intuit, Inc. 

Issuer Purchases of Equity Securities
Our ongoing stock repurchase program was originally approved by our board of directors in 2014 and has been subsequently amended. As of December 31, 2019, our board of directors had authorized us to repurchase up to an aggregate $615 million under this program of which approximately $236 million remained available as of December 31, 2019 for repurchases under all authorizations approved by the board of directors. We repurchased approximately $140 million of our common stock in 2019 using existing cash and cash equivalents through our Rule 10b5-1 plan. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. This repurchase authorization has no expiration. We plan to use current cash and cash generated from ongoing operating activities to fund this share repurchase program. We use this 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.


   
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STOCK ACTIVITIES 



Issuer Purchases of Equity Securities
We repurchased a total of approximately $44 million of our outstanding common stock in 2017 using existing cash and cash equivalents balances through our Rule 10b5-1 plan. In December 2017, our board of directors approved a $120 million incremental increase to our ongoing stock repurchase program, resulting in approximately $136 million remaining available for repurchases under all authorizations approved by the board of directors as of December 31, 2017. Stock repurchases under the program are primarily intended to offset the dilutive effect of share-based employee incentive compensation.
The following table provides information about our purchases of TriNet common stock during the fourth quarter of 2017:2019:
Period
Total Number of
Shares Purchased (1)
Average Price
Paid Per Share
Total Number of
Shares
Purchased as Part of Publicly
Announced Plans (2)
Approximate Dollar Value
of Shares that May Yet Be Purchased
Under the Plans
(in millions) (2)
October 1 - October 31, 201790,793
$34.41
89,407
$18
November 1 - November 30, 2017112,208
$41.02
31,070
$16
December 1 - December 31, 2017410
$43.13

$136
Total203,411
 120,477

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
of Shares that May Yet Be Purchased
Under the Plans
(in millions) (2)
October 1- October 31, 2019156,425
$55.89
156,285
$283
November 1 - November 30, 2019554,910
$53.79
488,765
$257
December 1 - December 31, 2019513,349
$55.55
382,671
$236
Total1,224,684
 1,027,721

(1) 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.
(2) We repurchased a total of approximately $4$56 million of our outstanding stock during the three months ended December 31, 2017.2019.
In February 2020, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program initiated in May 2014. We use this program to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plan and employee purchase plan.
Our stock repurchases and dividends are subject to certain restrictions under the terms of our credit facility. For more information about our stock repurchases and dividendthe restrictions imposed by our credit facility, refer to Note 812 in Part II, Item 8. Financial Statements and Note 9 in Item 8Supplementary Data, of this Form 10-K.



   
25
28


SELECTED FINANCIAL DATA 




Item 6. Selected Financial Data
The following selected consolidated financial and other data should be read in conjunction with Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsMD&A, as well as our audited consolidated financial statements and related notes included in Part II, Item 88. Financial Statements and Supplementary Data, of this Form 10-K.
 Year Ended December 31,
(in millions, except per share data)20172016201520142013
Income Statement Data:     
Total revenues$3,275
$3,060
$2,659
$2,194
$1,644
Operating income217
124
78
87
66
Net income178
61
32
15
13
Diluted net income per share of common stock2.49
0.85
0.44
0.22
0.24
Non-GAAP measures (1):
     
Net Service Revenues (1)
809
646
547
508
417
Net Insurance Service Revenues (1)
351
199
146
166
145
Adjusted EBITDA (1)
285
185
151
165
136
Adjusted Net income (1)
142
87
71
74
57
      
Balance Sheet Data:     
Cash and cash equivalents$336
$184
$166
$134
$94
Working capital234
156
112
121
82
Total assets2,593
2,095
2,092
2,341
1,435
Notes payable423
459
494
545
819
Total liabilities2,387
2,060
2,084
2,366
1,705
Convertible preferred stock



123
Total stockholders’ equity (deficit)206
35
8
(25)(393)
      
Cash Flow Data:     
Net cash provided by operating activities (2)
$253
$149
$151
$162
$116
Net cash used in investing activities(24)(27)(38)(45)(212)
Net cash provided by (used in) financing activities (2)
(77)(104)(81)(76)127
 Year Ended December 31,
(in millions, except per share data)20192018201720162015
Income Statement Data:     
Total revenues$3,856
$3,503
$3,275
$3,060
$2,659
Net income212
192
178
61
32
Diluted net income per share of common stock2.99
2.65
2.49
0.85
0.44
Non-GAAP measures (1):
     
Net Service Revenues 
929
893
809
646
547
Net Insurance Service Revenues 
399
406
351
199
146
Adjusted EBITDA378
347
285
185
151
Adjusted Net Income236
218
142
87
71
      
Balance Sheet Data:     
Working capital228
221
234
156
112
Total assets2,748
2,435
2,593
2,095
2,092
Long-term debt391
413
423
459
494
Total stockholders’ equity475
375
206
35
8
      
Cash Flow Data:     
Net cash (used in) provided by operating activities$471
$(104)$606
$192
$(281)
Net cash (used in) investing activities(188)(200)(24)(27)(38)
Net cash (used in) financing activities(176)(85)(77)(104)(81)
Non-GAAP measures (1):
     
Corporate operating cash flows233
234
299
189
169
(1)Refer to Non-GAAP Financial Measures section on the following pages for definitions and reconciliations from GAAP measures.
(2)Prior years' balances have been retrospectively adjusted for Accounting Standards Update (ASU) 2016-09. Refer to Note 1 in Item 8 of this Form 10-K for details.



   
26
29


SELECTED FINANCIAL DATA 



Significant Transactions Affecting Comparability Between Periods
Business AcquisitionsEquity and Debt Activities
2014None
• In March, we completed our initial public offering (IPO) by issuing
  15,000,000 shares of common stock and received $217 million net
  proceeds.
• As a result of the IPO, all our shares of preferred stock were converted
into common stock.
• With the IPO proceeds, the outstanding second lien term loan of
  $190 million was fully paid off.
2013• We acquired Ambrose for a total of $195 million.
• The board of directors declared and paid total special dividends of
  $358 million.
• In August, the outstanding credit facility was amended and restated with:
   - A $750 million first lien credit facility including a $175 million three-
     year term loan (B-1 term loan), a $455 million seven-year term loan
     (B-2 term loan) and a $75 million revolving facility, and
   - A $190 million second lien seven-year-six-month term loan.

Non-GAAP Financial Measures
In addition to financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP),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 useful information that we use in order 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, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.


27

SELECTED FINANCIAL DATA


Non-GAAP MeasureDefinitionHow 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 represented 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 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 represented 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.

• We also sometimes refer to Net Insurance Margin (NIM), which is the ratio of Net Insurance Revenue to Insurance Service Revenue.
Adjusted EBITDA
• Net income, excluding the effects of:
- income tax provision,
- interest expense,
- depreciation,
- amortization of intangible assets,
- stock-based compensation expense and
- in 2014, secondary offering costs related to offering of shares from existing stockholders.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, that have fluctuated significantly over the past five years, and stock-basedstock 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.

30


SELECTED FINANCIAL DATA


Adjusted Net Income
• Net income, excluding the effects of:
- effective income tax rate (1),
- stock-basedstock based compensation,
- amortization of intangible assets,
- non-cash interest expense (2), and
- debt prepayment premium,
- in 2014, secondary offering costs related to offering of shares from existing stockholders, 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 as described above, debt paymentcharges.
Corporate Operating Cash Flows
• Net cash (used in) provided by 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, 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 secondary offering costsstockholders 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 these are not directly resulting froma liquidity measure to manage liquidity between corporate and WSE related activities, and to help determine and plan our core operations or indicative of our ongoing operations.




cash flow and capital strategies.
(1)AsWe have adjusted our non-GAAP effective tax rate to 25.5%, 26%, 41%, 43% and 42% for 2019, 2018, 2017, 2016 and 2015, respectively. The change in 2018 is due primarily to a decrease in the statutory tax rate from 35% to 21%. The changes in 2017, 2016 and 2015 are a result of result changes in state income taxes from an increase in excludable income for state income tax purposes or state legislative changes, we have adjusted our non-GAAP effective tax rate to 41%, 43%, 42%, 40% and 40% for 2017, 2016, 2015, 2014 and 2013, respectively.changes. These non-GAAP effective tax rates exclude the income tax impact from stock-basedstock 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.

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of Total revenues to Net Service Revenues:
 Year Ended December 31,
(in millions)20192018201720162015
Total revenues$3,856
$3,503
$3,275
$3,060
$2,659
Less: Insurance costs2,927
2,610
2,466
2,414
2,112
Net Service Revenues$929
$893
$809
$646
$547
The table below presents a reconciliation of Insurance service revenues to Net Insurance Service Revenues:
 Year Ended December 31,
(in millions)20192018201720162015
Insurance service revenues$3,326
$3,016
$2,817
$2,613
$2,258
Less: Insurance costs2,927
2,610
2,466
2,414
2,112
Net Insurance Service Revenues$399
$406
$351
$199
$146
NIM12%13%12%8%6%

The table below presents a reconciliation of Net income to Adjusted EBITDA:
 Year Ended December 31,
(in millions)20192018201720162015
Net income$212
$192
$178
$61
$32
Provision for income taxes58
49
22
43
28
Stock based compensation41
44
32
26
18
Interest expense and bank fees21
22
20
20
19
Depreciation and amortization of intangible assets46
40
33
35
54
Adjusted EBITDA$378
$347
$285
$185
$151
Adjusted EBITDA Margin41%39%35%29%28%

   
28
31


SELECTED FINANCIAL DATA 




Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of total revenues to Net Service Revenues:
 Year Ended December 31,
(in millions)20172016201520142013
Total revenues$3,275
$3,060
$2,659
$2,194
$1,644
Less: Insurance costs2,466
2,414
2,112
1,686
1,227
Net Service Revenues$809
$646
$547
$508
$417

The table below presents a reconciliation of insurance service revenuesNet income to Adjusted Net Insurance Service Revenues:Income:
 Year Ended December 31,
(in millions)20172016201520142013
Insurance service revenues$2,817
$2,613
$2,258
$1,852
$1,372
Less: Insurance costs2,466
2,414
2,112
1,686
1,227
Net Insurance Service Revenues$351
$199
$146
$166
$145
 Year Ended December 31,
(in millions)20192018201720162015
Net income$212
$192
$178
$61
$32
Effective income tax rate adjustment(11)(13)(59)(1)3
Stock based compensation41
44
32
26
18
Amortization of intangible assets5
5
5
16
39
Non-cash interest expense1
4
2
4
4
Income tax impact of pre-tax adjustments(12)(14)(16)(19)(25)
Adjusted Net Income$236
$218
$142
$87
$71

The table below presents a reconciliation of net incomecash (used in) provided by operating activities to Adjusted EBITDA and Adjusted EBITDA Margin:corporate operating cash flows:
 Year Ended December 31,
(in millions)20172016201520142013
Net income$178
$61
$32
$15
$13
Provision for income taxes22
43
28
18
8
Stock-based compensation32
26
18
11
6
Interest expense and bank fees20
20
19
54
46
Depreciation28
19
15
14
12
Amortization of intangible assets5
16
39
52
51
Secondary offering costs


1

Adjusted EBITDA$285
$185
$151
$165
$136
Adjusted EBITDA Margin (1)
35%29%28%33%33%
 Year Ended December 31,
(in millions)20192018201720162015
Net cash (used in) provided by operating activities$471
$(104)$606
$192
$(281)
Change in WSE related other current assets(15)33
35
(96)188
Change in WSE related liabilities(223)305
(342)93
262
Corporate Operating Cash Flows$233
$234
$299
$189
$169
(1) Adjusted EBITDA Margin is calculated as the ratio of Adjusted EBITDA to Net Service Revenues


The table below presents a reconciliation of net income to Adjusted Net Income:
 Year Ended December 31,
(in millions)20172016201520142013
Net income$178
$61
$32
$15
$13
Effective income tax rate adjustment(59)(1)3
5

Stock-based compensation32
26
18
11
6
Amortization of intangible assets5
16
39
52
51
Non-cash interest expense2
4
4
22
14
Debt prepayment premium


4

Secondary offering costs


1

Income tax impact of pre-tax adjustments(16)(19)(25)(36)(27)
Adjusted Net Income$142
$87
$71
$74
$57



   
29
32


MANAGEMENT'S DISCUSSION AND ANALYSIS 




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Significant Developments in 2017Operational Highlights
Our consolidated results for 2019 reflect our 2017 fiscal year reflect continued progress in attracting new customers to our industry-oriented (vertical) products, serving our existing customers and improving our brand awareness through marketing.
Our customers are our focus, and we are investing in our processes to ensure a stronger customer experience. We expect this investment will further enhance our value to our customers, support retention and provide further efficiency and scale for our vertical productsoperations. We started this work in 2018 and insurance service offerings combined with higher WSE enrollment growth within our medical plans and slower growth in insurance costs, which were primarily attributableexpect this to reduced health and workers' compensation costs.
In summary, we:
Made significant investments in our technology platform to provide our users with improved functionality, including online and mobile productivity tools, and to allow our platform to integrate more effectively with third party software applications. This improves our client experience and permits further operational scalecontinue in the future.near-term.
Launched and began on-boarding clients to TriNet Main Street, our vertical offering designed for clientsDuring 2019 we:
experienced an improvement in the hospitality, retail and manufacturing industries. During the third quarter, we started migrating existing clients from our legacy (SOI) platform onto our common TriNet platform.
Leveraged our scale by decreasing administrative costs associated with our insurance programs. Asretention as a result of theseour customer service initiatives,
benefited from our clients growing their WSEs,
saw an increase in new sales, which delivered additional revenue growth,
continued to experience our WSEs increasing their participation, or enrollment, in our insurance offerings,
experienced increased severity of health costs per enrollee overall, but particularly within a national carrier, and
delivered profitable growth.
Our efforts to build a successful and enduring company include building and leveraging a strong national brand presence. Our branding strategy, Incredible Starts Here, is being augmented with our 2017 favorable insurance experience,current campaign: People Matter. We place our customers at the center of what we launched a fee credit initiative that was designed to reward certain clients. The total amount of credit was less than 0.5% of total 2017 revenue. Eligible clients will receivedo, including placing our customers at the fee credit in the first quarter of 2018.
Changed the contract terms with onecenter of our health insurance carriers from a guaranteed-cost arrangement to an arrangement that continues to be fully insured, but where we will be responsible for reimbursement of claim payments within our deductible layer as further discussed below.
Invested significantly in improving our internal control environment to support the compliance requirements of Sarbanes-Oxley Act of 2002 (SOX).marketing.
Performance Highlights
OurThese operational achievements drove the financial revenue and earnings performance exceeded our expectations, which was primarily attributableimprovements noted below in 2019 when compared to slower than expected growth in insurance costs. The insurance cost savings were driven by reduced administrative costs and lower than forecast per enrollee medical costs. Our per enrollee aggregate trailing twelve month medical cost trend (medical cost trend) was in the range of 3.5% to 4%. We attribute the lower medical cost trend to both lower medical utilization and reduced prescription drug price increases.2018:
 $3.9B $268M $929M
 Total revenues Operating income Net Service Revenue *
 10%increase 7%increase 4%increase
         
 $212M $2.99 $236M
 Net income Diluted EPS Adjusted Net income *
 10%increase 13%increase 8%increase
         
*Non-GAAP measure      
Our insurance service revenues benefited from 5% additional enrollment in our health insurance offerings. Insurance service revenue also benefited from our workers' compensation service revenue repricing effortsresults for certain clients based on their long term claim experience.
We experienced a decline in Average WSEs compared to 2016 due to our continued migration from legacy platforms to our common TriNet platform and due to moderated new customer growth as we launched and expanded the functionality of TriNet Main Street.
Our other operating expenses reflect our continued focus on developing new vertical products and platform integrations, and additional expenses associated with our internal control remediation efforts.
In 2017, we:
served approximately 14,800 clients, co-employed approximately 325,000 WSEs and our Total WSEs decreased 4% over 2016
processed over $37.1 billion in payroll and payroll tax payments forin 2019 when compared to the prior year were:
 324,927 340,017 $41.7B
 Average WSE Total WSE Payroll and payroll tax payments
 2%increase 4%increase 11%increase
         
During 2019, our average WSEs and total WSEs grew primarily as a result of new clients, continued hiring in 2017 withthe installed base and lower client attrition. In addition, our WSE growth and increased participation in our health services resulted in a 10% increase in total revenues. We also experienced higher insurance costs, due to an increase in medical cost trend, that resulted in reduced NSR growth of 4%. Net income increased 10% and adjusted net income increased 8% over 2016,
.


   
30

MANAGEMENT'S DISCUSSION AND ANALYSIS

33

Our financial highlights for the 2017 year include:
Total revenues increased 7% to $3.3 billion, while Net Service Revenues increased 25% to $809 million,
Operating income increased 75% to $217 million,
our effective tax rate decreased to 11%,
Net income increased 190% to $178 million, or $2.49 per diluted share, while Adjusted Net Income increased 62% to $142 million,
Adjusted EBITDA increased 53% to $285 million, and
Cash provided by operating activities increased 70% to $253 million.
Our Technology
We made significant investments in our technology platform to provide our users with improved functionality, including online and mobile productivity tools, and to allow our platform to integrate more effectively with third party software applications. In addition, we invested in a common technology platform as it allows us to offer industry–specific solutions in a scalable manner while delivering frequent enhancements that benefit all clients. We continued to consolidate our remaining legacy acquired platform (SOI) onto our common TriNet platform.
For 2017, our systems development and programming costs were $45 million, representing 1% of our total revenues and 6% of our Net Service Revenues. Combined with our technology related capital expenditures, our total technology investment was $74 million, representing 2% of our total revenues and 9% of our Net Service Revenues.
We plan to continue to invest to upgrade and improve technology offerings, including enhancements of our online interface and mobile applications to provide better client and individual WSE experience.
Insurance
We are committed to utilizing our scale to improve the cost and service offerings in our competitive insurance services.
We leverage the size and scale of our installed WSE-base to negotiate with both incumbent and new insurance providers in our major medical programs as well as property and casualty lines. Our negotiations with insurance providers and a one year suspension of a tax on health insurance premiums resulted in our reduction in our administrative costs.
While we continue to leverage our size with insurance carriers to negotiate further reductions in our administrative costs, we expect our medical cost trends to revert to long term averages in 2018. We will also expect the re-introduction of the healthcare tax on premiums we pay our insurance providers.
Our fully insured insurance plans are provided by third-party insurance carriers under risk-based or guaranteed-cost insurance policies. Under risk-based policies, we agree to reimburse our carriers for any claims paid within an agreed-upon per-person deductible layer up to a maximum aggregate exposure limit per policy. These deductible dollar limits and maximum limits vary by carrier and year. Under guaranteed-cost policies, our carriers establish the premiums and we are not responsible for any deductible.
Approximately 70% of our group health insurance costs related to risk-based plans. The remaining 30% of our group health insurance costs related to guaranteed-cost plans.
In October, we changed the contract terms with one of our health insurance carriers from a guaranteed-cost to a risk-based plan. In 2018, with this new arrangement in effect, we expect that risk-based policies will represent approximately 85% of our health insurance costs and guaranteed cost policies will represent approximately 15% of our health insurance costs.
We also introduced additional service and benefit offerings including a premier medical second opinion program as well as a new suite of complementary voluntary benefits. These voluntary benefits are intended to provide our WSEs with additional protections for unexpected life events.


31

MANAGEMENT'S DISCUSSION AND ANALYSIS


Our Vertical Approach
We introduced our fifth TriNet vertical product, TriNet Main Street, to service the needs of industries such as hospitality, retail, and manufacturing. TriNet Main Street is designed to accommodate organizations with employee bases which include salaried, hourly, part time and seasonal workers, and typically operate in multiple states, locations, and facility types. TriNet Main Street delivers time and attendance expertise, hiring and termination expertise, workers’ compensation safety consultants, and attractive benefit plans.
We believe our vertical approach is an important competitive differentiator for TriNet and delivers significant benefits to our clients.
Revenues diverge by industry vertical due to pricing differences across our HR solutions and services and the degree to which clients and WSEs elect to participate in our solutions. We also focus on pricing strategies and product differentiation to maximize our revenue opportunities.
Our People
As we grow, we continue to invest in our corporate employees and their capabilities.
We increased headcount in our technology and client service functions to support product delivery and platform integration and support our migration of clients from legacy platforms to the TriNet platform. We also continued to invest in growing our sales functions, hiring and retaining sales representatives with industry experience. From 2016 to 2017, we incurred additional compensation costs of $41 million.
We will continue to search, select and hire people to serve our current clients and find new clients as our business grows and add to our skills and capabilities in order to provide innovative HR solutions for our clients.





32

MANAGEMENT'S DISCUSSION AND ANALYSIS 




Results of Operations
The following table summarizes our results of operations for the three years ended December 31, 2017, 20162019, 2018 and 2015.2017. 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 Management's Discussion and Analysis (MD&A).MD&A.
Year Ended December 31,% ChangeYear Ended December 31,% Change
(in millions, except operating metrics data)2017201620152017 vs. 20162016 vs. 20152019201820172019 vs. 20182018 vs. 2017
Income Statement Data:    
Professional service revenues$458
$447
$401
3 %11 %$530
$487
$458
9 %6 %
Insurance service revenues2,817
2,613
2,258
8
16
3,326
3,016
2,817
10
7
Total revenues3,275
3,060
2,659
7
15
3,856
3,503
3,275
10
7
Insurance costs2,466
2,414
2,112
2
14
2,927
2,610
2,466
12
6
Other Operating Expenses559
487
415
15
18
Depreciation28
19
15
45
32
Amortization of intangible assets5
16
39
(67)(59)
Operating expenses661
642
592
3
8
Total costs and operating expenses3,058
2,936
2,581
4
14
3,588
3,252
3,058
10
6
Operating income217
124
78
75
58
268
251
217
7
15
Other income (expense)(17)(20)(18)(10)7
Other income (expense):  
Interest expense, bank fees and other(21)(22)(20)(5)10
Interest income23
12
3
92
300
Income before provision for income taxes200
104
60
91
74
270
241
200
12
21
Income tax expense22
43
28
(50)52
Income taxes58
49
22
18
128
Net income$178
$61
$32
190 %94 %$212
$192
$178
10 %8 %
  
     
Non-GAAP measures (1):
    
Net Service Revenues$809
$646
$547
25 %18 %$929
$893
$809
4 %10 %
Net Insurance Service Revenues351
199
146
76
37
399
406
351
(2)16
Adjusted EBITDA285
185
151
53
23
378
347
285
9
22
Adjusted Net income142
87
71
62
24
236
218
142
8
53
    
Operating Metrics:    
Average WSEs324,927
317,104
324,679
2 %(2)%
Total WSEs340,017
325,616
325,370
4

Total WSEs payroll and payroll taxes processed (in millions)$37,115
$34,281
$30,559
8 %12 %$41,682
$37,666
$37,115
11
1
Total WSEs325,370
337,885
324,399
(4)4
Average WSEs324,679
326,850
303,917
(1)8
(1)Refer to Non-GAAP measures definitions and reconciliations from GAAP measures in Part II, Item 6. Selected Financial Data.

A discussion regarding our financial condition and results of operations for 2018 compared to 2017 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, 2018, filed with the SEC on February 14, 2019.


   
33
34


MANAGEMENT'S DISCUSSION AND ANALYSIS 




Operating Metrics
Worksite Employees (WSE)
Historically, Total WSEs comparisons have served as an indicator of our success in growing our business and retaining clients. Average WSE changegrowth is anothera volume measure we use to monitor the performance of our business.
Average WSEs decreased 1%increased 2% in 2017 but increased 8% in 2016. The decline2019. Throughout 2019, we experienced reduced attrition resulting from our customer service initiatives, continued hiring in our Average WSE growth rate isinstalled based, primarily in our Professional Services and Technology verticals, and stronger new sales performance.
Total WSEs can be used to estimate our beginning WSEs for the next period and, as a result, of attrition, including attrition from migrating our clients to a common platform, partially offset by WSE growth in our established customer base. Furthermore, we moderated our new customer growthcan be used as we expanded the functionalityan indicator of our new industry vertical, TriNet Main Street.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. Assolutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we presentalso focus on pricing strategies, product participation and product differentiation to expand our growth by WSE,revenue opportunities. We report the additional volume growth we obtain from the differentimpact of client and WSE participation in our major services or vertical products is reporteddifferences as a change in mix.
In additionWe are focused on growing our WSE base, including by pursuing acquisitions where appropriate, while we improve our customer service experience and continue to driving the growth in WSE count, wemanage attrition.
Payroll and payroll taxes processed
Payroll and payroll taxes processed, which includes recurring payrolls and non-recurring bonus payrolls, benefits, and associated payroll taxes may also focus on pricing strategies and product differentiation to maximizebe used as an indicator of our revenue opportunities. Average monthly total revenues per WSE, as a measure to monitor the success of such pricing strategies, has increased 8% in 2017 versus an increase of 7% in 2016.PSR growth.
wsea04.jpg



   
34
35


MANAGEMENT'S DISCUSSION AND ANALYSIS 




Total Revenues and Income

Our revenues consist of professional service revenues (PSR) and insurance service revenues (ISR). Professional service revenues representPSR 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 relatedHR-related services. Insurance service revenues consistISR 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.



2017 - 2016 Commentary
TotalMonthly total revenues were $3.3 billion, per Average WSE is a 7% increase from 2016:
Insurancemeasure we use to monitor the success of our product and service revenuespricing strategies. This measure increased 8% during 2019 compared to 2018.
We also use the following measures to further analyze changes in total revenue:
Volume - the percentage change in period over 2016 to $2.8 billion due to increased participationperiod Average WSEs,
Rate - the combined weighted average percentage changes in service fees for each vertical product and changes in service fees associated with each insurance service offering, and
Mix - the change in composition of Average WSEs within our verticals combined with the composition of our enrolled WSEs within our insurance service offerings.
revenue.jpg

The volume increase in 2019 was primarily driven by WSE growth, especially in our health plans combined with an increaseProfessional Services and Technology verticals. The changes in healthrate and mix during 2019, were primarily driven by increases in insurance service fees perand increased health plan participant.
Professional service revenues were $458 million, an increase of 3% over 2016.
Operating income was $217 million, a 75% increase from 2016, primarily due to improvement in our Net Insurance Service Revenues, partially offset by a 15% increase in other operating expenses to support our initiatives and additional costs associated with our internal control remediation efforts. Refer to the Other Operating Expenses section in this Results of Operations for further detail.
2016 - 2015 Commentary
Total revenues in 2016 were $3.1 billion, a 15% increase from 2015:
Insurance service revenues grew 16% over 2015 to $2.6 billion.
Professional service revenues were $447 million, an increase of 11% over 2015.
Operating income was $124 million and 58% better than 2015, primarily due to improvementenrollment in our insurance service revenues, partially offset by an 18% increase in other operating expenses used to support our growth. Refer to the Other Operating Expenses section in this Results of Operations for further detail.offerings.




   
35
36


MANAGEMENT'S DISCUSSION AND ANALYSIS


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 on a year-over-year basis.
(in millions)
$2512018 Operating Income
+353Higher total revenues are a result of increases in insurance service fees and health plan enrollment in our insurance service offerings combined with growth in PSR.
-317Higher insurance costs primarily as a result of an increase in medical cost trend and health plan participation, or enrollment.
-19Higher OE primarily as a result of growth in our corporate employee compensation costs to support initiatives to improve customer experience, enhance product offerings, and improve processes.
$2682019 Operating Income

Professional Service Revenues
Our clients are billed either based on a fee per WSE per month per transaction or on a percentage of the WSEs’ payroll. For those clients that are billed on a percentage of WSEs' payroll, as our clients' payrolls increase, our fees also increase.
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, and
Mix - the change in composition of Average WSEs across our verticals.
psra11.jpg
The increase in PSR during 2019 reflects the result of our vertical pricing strategy and ongoing change in the mix of our WSEs. We continued to experience WSE growth, especially in our Professional Services and Technology verticals, while our Main Street vertical continued to shrink, but at a reduced rate when compared to 2018.

37


MANAGEMENT'S DISCUSSION AND ANALYSIS


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, and
Mix - all other changes including the composition of our enrolled WSEs within our insurance service offerings (health plan enrollment).
isra16.jpg
The growth in ISR during 2019 primarily resulted from changes in rate, due to higher insurance service fees per plan participant and changes in mix, due to higher health plan enrollment.
Insurance Costs

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.
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).
isca17.jpg


38


MANAGEMENT'S DISCUSSION AND ANALYSIS 




The increase in insurance cost rates during 2019 was primarily driven by:
Increased severity of health costs per enrollee (medical cost trend) of 10.5% - 11.5% in 2019, particularly within one national carrier, arising from a shift in pharmaceutical utilization from brand name drugs to higher cost specialty drugs, combined with elevated health costs in a portion of this business, partially offset by lower health administrative costs.
Partially offset by an $11 million decrease in workers' compensation claim costs.
We continued to experience favorable prior year development on our accrued workers' compensation costs of $31 million during 2019, primarily due to lower than expected claim severity.

Net Service Revenues
Net Service Revenues (total revenues less insurance costs)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.

nsr11.jpg
The primary drivers to the changes in our NSR are presented below.

nsr2.jpg
2017 - 2016 Commentary
Net Service Revenues were $809 millionNIM was 12% for 20172019 representing a 25% increasedecrease of 1% from 2016. This was driven by an increase in Net Insurance Service Revenues, which grew 76% over 2016. Insurance service revenues per Average WSE increased 9%, while2018, due to insurance costs per Average WSE increased 3%.rate increases exceeding the ISR rate increases achieved, as discussed previously.
2016 - 2015 Commentary
Net Service Revenues was $646 million representing an 18% increase from 2015. Net Insurance Service Revenues represented 31% of Net Service Revenues and grew 37% over 2015 with insurance service revenues per Average WSE increasing by 8% but Insurance Costs per Average WSE increasing by only 6%.



   
36

MANAGEMENT'S DISCUSSION AND ANALYSIS

39

Professional Service Revenues (PSR)
Our clients are billed either based on a fee per WSE per month per transaction or on a percentage of the WSEs’ payroll. Payroll and payroll taxes processed is also an indicator of our PSR growth.
Our investment in a vertical approach provides us the flexibility to offer clients in different industries with different services at different prices.
We believe that this vertical approach will allow us to address specific needs for clients in different industries, which we believe will improve our revenue retention rate, but potentially reduces the value of using WSEs as the only leading indicator of future revenue performance.




37

MANAGEMENT'S DISCUSSION AND ANALYSIS


Insurance Service Revenues (ISR)
Insurance service revenues consist 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.
Insurance service revenues represented 86% of total revenues with growth of 8% in 2017 versus 16% in 2016.







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MANAGEMENT'S DISCUSSION AND ANALYSIS


Insurance Costs

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 loss reserves related to our workers' compensation and health benefit insurance.
Insurance costs as a percentage of insurance service revenues decreased to 88% in 2017 from 92% and 94% in 2016 and 2015, respectively.



39

MANAGEMENT'S DISCUSSION AND ANALYSIS


Other Operating Expenses (OOE)
Other operating expenses includes cost of providing services (COPS), sales and marketing (S&M), general and administrative (G&A), and systems development and programming (SD&P) expenses.
We manage our other operating expenses and allocate resources across different business functions based on percentage of Net Service Revenues which has decreased to 69% in 2017 from 75% and 76% in 2016 and 2015, respectively.
We have approximately 2,700 corporate employees as of December 31, 2017 in 49 offices across the U.S. Our corporate employees' compensation related expenses represent a majority of our operating expenses. Compensation costs for our corporate employees include payroll, payroll taxes, stock-based compensation, bonuses, commissions and other payroll and benefits related costs. The percentage of compensation related expense to other operating expense represents 65% of our operating expenses in 2017 and 70% in 2016 and 2015. These decreases are primarily due to increased non-compensation related costs associated with our vertical product development, platform integrations, and internal control remediation efforts.
We expect our operating expenses to increase in the foreseeable future due to expected growth, our continued strategy to develop new vertical products, continued platform integrations, and additional costs associated with our process improvement efforts. We will continue to improve our systems, processes, and internal controls. These expenses may fluctuate as a percentage of our total revenues from period-to-period depending on the timing of when expenses are incurred.
We also expect commission expense, which is included in sales and marketing, to decrease in 2018 with the planned adoption of new Accounting Standards Update (ASU) 2016-10 in the first quarter of 2018. We anticipate that incremental, non-perpetual client acquisition costs will be deferred and amortized to expense over the expected client tenure. Refer to Note 1, Item 8 of this Form 10-K for additional details surrounding the impact of this adoption.



40

MANAGEMENT'S DISCUSSION AND ANALYSIS


2017 - 2016 Commentary
Other operating expenses increased $72 million or 15% as part of our continued investment in supporting our infrastructure and our client service capabilities. Specific costs increased as follows:
Total compensation costs increased $41 million or 13% primarily due to an increase in sales related compensation costs associated with a new sales performance incentive program as well as increased headcount related to investments in technology to support product delivery and platform integration.
Consulting expenses increased $12 million and included costs associated with enhancing our product offerings
Accounting and other professional fees increased $11 million in connection with significant time and resources required for our internal control remediation efforts and audit of our internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002.
Other expenses increased $8 million in 2017 due to additional compliance costs and external sales costs.
2016 - 2015 Commentary
Other operating expenses increased $72 million or 18% as part of our continued investment in supporting our infrastructure and our our client service capabilities. Specific costs increased as follows:
Total compensation costs increased $41 million or 15% primarily due to increases in our
client services functions to support the growth and migration of clients from legacy platforms to TriNet platform,
risk services functions to strengthen our insurance business management by hiring new leaders and actuarial teams,
technology function to support product delivery and platform integration, and
other supporting functions as a result of increased operational and compliance requirements for a growing public company.
Consulting expenses increased $9 million and included costs associated with reviewing and administering our insurance programs, as well as consulting firms engaged in enhancing our product offerings.
Accounting and other professional fees increased $8 million in primarily as a result of the professional fees to support our internal control remediation efforts.
Other expenses increased $14 million in 2016 and included office leases and IT infrastructure costs to support the increased operational requirements.


41

MANAGEMENT'S DISCUSSION AND ANALYSIS


Depreciation
Depreciation expense increased 45% to $28 million in 2017 and 32% to $19 million in 2016, as a result of our additional investment in technology products and platforms and the associated depreciation of those assets.
Amortization of Intangible Assets
Amortization of intangible assets represents costs associated with acquired companies' developed technologies, client lists, trade names and contractual agreements. Amortization expense decreased 67% to $5 million in 2017 and 59% to $16 million in 2016, as a result of the 2016 revision to the expected useful life of certain client lists and trademarks primarily related to our previous acquisitions.
Other Income (Expense)
Other income (expense) which consists primarily of interest expense under our credit facility offset by interest and dividend income from investments, decreased 10% to $17 million in 2017 and increased 7% to $20 million in 2016. The decrease in 2017 was primarily due to an increase in yields on our invested cash and cash equivalents , while the increase in 2016 was primarily due to the write-off of debt issuance costs resulting from the refinance of our term loan in July 2016.
We may seek to amend our credit facility when appropriate and if available terms become more favorable. We may also seek additional borrowings to fund acquisitions, accelerate the payment of principal on outstanding debt, or for other business purposes. As such, our interest expense may fluctuate as a percentage of our total revenues from period to period depending on the timing of those borrowing and or repayment activities.

42

MANAGEMENT'S DISCUSSION AND ANALYSIS


Provision for Income Taxes
Our effective tax rates (ETR) were 11%, 41% and 47% for the years ended December 31, 2017, 2016 and 2015, respectively.
2017 - 2016 Commentary
Our ETR decreased 30% in 2017 from 41% in 2016 primarily due to the following:
20% decrease attributable to revaluation of deferred taxes resulting from federal legislative changes pursuant to the TCJA additionally described in Note 12, Item 8 of this Form 10-K,
8% decrease due to a discrete tax benefit from recognizing excess tax benefits from stock-based compensation,
5% increase due to changes in uncertain tax positions (UTP) and exposures to ongoing tax examinations,
4% decrease resulting from the recognition of Section 199 benefits and decreased nondeductible expenses, and
3% decrease related to tax credits and excludable income for state tax purposes.

2016 - 2015 Commentary
Our ETR decreased 6% in 2016 from 47% in 2015 primarily due to the following:
6% decrease attributable to revaluation of deferred taxes resulting from state legislative changes enacted in 2015,
2% decrease in state income taxes from an increase in excludable income for state income tax purposes,
1% decrease from discrete benefits recorded in 2016 associated with prior year state income tax expense resulting from a state tax return to provision (RTP) adjustment relating to audit premiums paid for workers' compensation insurance, partially offset by
2% increase from net operating loss adjustment recorded in 2015.


43

MANAGEMENT'S DISCUSSION AND ANALYSIS 




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 operating expenses and allocate resources across different business functions based on a percentage of NSR, which has decreased to 71% in 2019 from 72% in 2018.
We had approximately 2,900 corporate employees as of December 31, 2019 in 54 offices across the U.S. 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 63% of our OE in 2019 and 61% in 2018.
During the year ended December 31, 2019, we experienced operating expense growth of 3% when compared to the same period in 2018. We expect our OE to increase in the foreseeable future due to our continued efforts to improve our customer service experience and our systems and processes. During the year ended December 31, 2019, the percent of OE to total revenues was 17%, compared to 18% in 2018.

oe1a11.jpg


40


MANAGEMENT'S DISCUSSION AND ANALYSIS


We analyze and present our OE based upon the business functions COPS, S&M, G&A and SD&P and depreciation and amortization. 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.
oe2a11.jpg
(in millions)
$6422018 Operating Expense
+16COPS increased in 2019, driven by increases in compensation related expenses to support initiatives to improve our customer experience, our systems and processes, and to enhance our product offerings. We also experienced an increase in the volume of EPLI claim expenses.
+8S&M increased in 2019, driven by an increase in headcount and amortization of deferred commissions expense related to our growth in new sales.
-5G&A decreased in 2019, driven by a decrease in compensation related expenses and professional fees.
-6SD&P decreased in 2019, primarily due to a decrease in compensation related expenses and professional fees.
+6D&A increased in 2019, primarily as a result of our investments in technology to support our customer service initiatives.
$6612019 Operating Expenses

41


MANAGEMENT'S DISCUSSION AND ANALYSIS


We break out the expenses that make up our OE in the chart below:
oe3a11.jpg
Other Income (Expense)
Other income (expense) consists primarily of interest and dividend income from investments and interest expense under our credit facility.
oe4a11.jpg

Interest income increased to $23 million in 2019 due to a change in our investment strategy initiated in the second quarter of 2018 to improve our interest income. Our investment strategy has improved our interest income, net income, Adjusted Net Income and Adjusted EBITDA, year-over-year. Interest expense, bank fees and other, remained consistent year-over-year.
Provision for Income Taxes
Our effective tax rate (ETR) was 21% and 20% for the years ended December 31, 2019 and 2018, respectively. The change in ETR was driven by a 3% increase primarily from one-time expenses associated with SBC, partially offset by a 2% decrease from a one-time benefit associated with prior year tax expense and changes in the valuation allowance.

42


MANAGEMENT'S DISCUSSION AND ANALYSIS


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 managebelieve that we have sufficient liquidity and capital resources to satisfy future requirements and meet our liquidity separately betweenobligations to our clients, creditors and debt holders.
Included in our balance sheets are assets and liabilities that are WSE related from our corporate assets and liabilities.
WSE related assets and liabilities primarily consist of current assets and current 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. Our cash flows relatedAlthough we are not subject to WSE payrollregulatory restrictions, we distinguish and benefits is generally matched by advance collection from our clients which is reported as payroll funds collected within WSE related assets.
We reportmanage our corporate cashassets and cash equivalents on the consolidated balance sheetsliabilities separately from WSE related assets. We rely on our corporate cashthose current assets and cash equivalents and cash from operationsliabilities held by us to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that we have sufficient corporate liquidity and capital resources to satisfy future requirements and meetemployer obligations associated with our obligations to clients, creditors and debt holders.
Our liquid assets areWSEs as follows:
 Year Ended December 31,
(in millions)20172016
Cash and cash equivalents$336
$184
Working capital:  
Corporate working capital227
151
WSE related assets, net of WSE related liabilities7
5
 December 31,
 20192018
(in millions)CorporateWSETotalCorporateWSETotal
Current assets:      
Cash and cash equivalents$213
$
$213
$228
$
$228
Investments68

68
54

54
Restricted cash, cash equivalents and investments15
1,165
1,180
15
927
942
Other current assets45
365
410
36
386
422
Total current assets$341
$1,530
$1,871
$333
$1,313
$1,646
Total current liabilities$113
$1,530
$1,643
$112
$1,313
$1,425
Working capital$228
$
$228
$221
$
$221
We had corporate cash and cash equivalents of $336 million and $184 million as of December 31, 2017 and 2016, respectively. The increase was primarily due to the cash generated from operations during 2017. We believe that our existing corporate cash and cash equivalents, working capital and cash provided by operating activities will be sufficient toTo meet our working capital and capital expenditure needs for at least the next 12 months.
We manage our sponsored benefit and workers' compensation insurance obligations by maintaining funds in restricted cash, cash equivalents and investments as collateral. As of December 31, 2017, we had $170 million of restricted cash, cash equivalents and investments included in WSE related assets and $162 million of marketable securities designated as long-term restricted cash, cash equivalents and investments on the consolidated balance sheets. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust the balance when facts and circumstances change. We regularly review our collateral balances with our insurance carriers, and anticipate funding further collateral as needed based on program development.
Capital Resources
Sources of Funds
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 operations, our borrowing capacity under our revolving credit facility and the potential issuance of debt or equity securities through our filed shelf registration statement.
In July 2016, we refinanced our existing tranche B term loan, originally scheduled to mature in July 2017, with tranche A-2 term loans, pursuant to an amendment to the Amended and Restated First Lien Credit Agreement (Credit Agreement). As of December 31, 2017, $425 million of the term loans were outstanding including a $303 million term loan A at 3.95% per annum and $122 million term loan A-2 at 3.83% per annum maturing in July 2019.
We also have available a $75 million revolving credit facility. The total unused portion of the revolving credit facility was $60 million as of December 31, 2017. This revolving credit facility is expected to be used for working capital and other general corporate purposes.

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MANAGEMENT'S DISCUSSION AND ANALYSIS


Uses of Funds
In 2017, we repurchased approximately 1,549,434 shares of our common stock for $44 million. As of December 31, 2017, $136 million remained available for repurchase under the program, which is not subject to an expiration date. We also used $38 million for debt repayment and $38 million to fund capital expenditures, primarily associated with software and hardware investments, in 2017.
Cash Flows
We generated positive cash flows from operating activities during 2017, 2016 and 2015. We also have borrowing capacity under our revolving credit facility and the potential to generate cash through the issuance of our debt or equity securities, to meet short-term funding requirements. The following table presents our cash flow activities for the stated periods:
 Year Ended December 31,
(in millions)201720162015
Net cash provided by (used in):   
Operating activities$253
$149
$151
Investing activities(24)(27)(38)
Financing activities(77)(104)(81)
Net increase in cash and cash equivalents$152
$18
$32
Operating Activities
Components of net cash provided by operating activities are as follows:
 Year Ended December 31,
(in millions)201720162015
Net income$178
$61
$32
Depreciation and amortization35
39
53
Stock-based compensation expense32
26
18
Payment of interest(16)(15)(15)
Income tax (payments) refunds, net(2)(39)(2)
Collateral (paid to) refunded from insurance carriers, net(3)(25)10
Changes in deferred taxes(25)42
15
Changes in other operating assets and liabilities54
60
40
Net cash provided by operating activities$253
$149
$151
2017 - 2016 Commentary

The period-to-period fluctuation in cash provided by operating activities is primarily driven by the 192% increase in our net income, a decrease in payments of our tax liabilities, decreases in collateral paid to our insurance carriers, partially offset by changes in deferred tax liabilities primarily associated with the revaluation of deferred taxes resulting from federal legislative changes pursuant to the TCJA.
2016 - 2015 Commentary
Cash provided by operating activities remained fairly consistent. The period-to-period fluctuation included an increase in payments of our tax liabilities, an increase of collateral paid to insurance carriers, an increase in our net income, increases in our deferred tax liabilities, and changes in other operating assets and liabilities. Changes in other operating assets and liabilities is primarily driven by the timing of payments related to WSE related assets and liabilities, and our accounts payable and accrued expenses related to our trade creditors, and corporate employee compensation related payables.

45

MANAGEMENT'S DISCUSSION AND ANALYSIS


We expect our net cash provided by operating activities to fluctuate significantly with the planned adoption of ASU 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash in the first quarter of 2018 as changes in our restricted cash and cash equivalents balances will no longer be included within operating cash activities. For more information about the effects of this planned adoption, refer to Note 1 in Item 8 of this Form 10-K.
Furthermore, we expect our tax payments to increase in 2018 due to our inability to defer taxes as a result of new restrictions in TCJA that recognize income for tax purposes in the same period as our financial statements.
Investing Activities
Net cash used in investing activities primarily consisted of cash paid for capital expenditures, offset partially by proceeds from the maturity of investments.
 Year Ended December 31,
(in millions)201720162015
Capital expenditures:   
Software and hardware$28
$31
$13
Office furniture, equipment and leasehold improvements10
9
6
Cash used in capital expenditures$38
$40
$19
    
Investments:   
Purchases of restricted investments$
$(15)$(42)
Proceeds from maturity of restricted investments14
28
28
Cash provided by (used in) investments$14
$13
$(14)
Capital expenditures have been investments in our software and hardware to introduce new products, enhance existing products and platforms, as well as platform integrations. In 2017, we made significant investments in our technology platform to provide our users with improved functionality, including online and mobile productivity tools, and to allow our platform to integrate more effectively with third party software applications. In July 2017, we launched and began onboarding clients to TriNet Main Street, our vertical offering designed for clients in the hospitality, retail and manufacturing industries. In 2016, we introduced TriNet Technology, TriNet Nonprofit, and TriNet Financial Services vertical products. In addition, we completed integrating our legacy platforms from acquisitions into the TriNet platform. We expect capital investments in our software and hardware to continue in the future.
We primarily invest funds held as collateral to satisfy our long-term obligation towards the workers' compensation liabilities invarious U.S. long-term treasuries. Such investments are classified as available for sale investments and included as restricted cash, cash equivalents and investments in the balance sheet. We review the amount of investment and the anticipated holding period is regularly in conjunction with our estimated long-term workers' compensation liabilities and anticipated claims payment trend.
As of December 31, 2017, we held approximately $1.4 billion in restricted long-term and short-term accounts. We intend to prudently invest some or all of these funds and other amounts available to us within the framework of our investment policy and guidelines to generate interest income.
Financing Activities
Net cash used in financing activities consisted primarily of repurchases of our common stock and repayment of debt.
The board of directors from time to time authorizes stock repurchases of our outstanding common stock primarily to offset dilution from the issuance of stock under our equity-based incentive plan and employee stock purchase plan. Refer to Note 9 in Item 8 of this Form 10-K for details of our equity plans. As of December 31, 2017, approximately $136 million remained available for repurchase under all authorizations by the board of directors.

46

MANAGEMENT'S DISCUSSION AND ANALYSIS


 Year Ended December 31,
 201720162015
Shares repurchased under the plan1,549,434
3,414,675
1,895,625
Amounts (in millions)$44
$72
$48
Historically we funded business acquisitions and special dividends through borrowings under credit facilities which may fluctuate from period to period. We will seek to amend the current credit facilities as they expire, as needed by the business or if market conditions become more favorable, with interest rates or terms that may not necessarily be more favorable than the current interest rates or terms.
 Year Ended December 31,
(in millions)201720162015
Repayment of notes payable$38
$36
$45
Covenants
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to us and our subsidiaries. It also contains financial covenants that require us to maintain: (1) a minimum consolidated interest coverage ratio of at least 3.50 to 1.00 and (2) a maximum total leverage ratio of 3.75 to 1.00 through December 31, 2017 and 3.50 to 1.00 thereafter. As of December 31, 2017, we were in compliance with these financial covenants.
In order to meet various states’state licensing requirements and maintain accreditation by the ESAC, we are subject to various minimum working capital and net worth requirements. As of December 31, 2017 and 2016,2019, we believe we have fully complied in all material respects with all applicable state regulations regarding minimum net worth, working capital and all other financial and legal requirements. Further, we have maintained positive working capital throughout each of the periods covered by the financial statements.
Working capital for WSEs activities
We designate funds to ensure that we have adequate current assets to satisfy our current obligations associated with WSEs. 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 payment of claims.
Working capital for corporate purposes
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, our borrowing capacity under our revolving credit facility and the potential issuance of debt or equity securities.


43


MANAGEMENT'S DISCUSSION AND ANALYSIS


Cash Flows
The following table presents our cash flow activities for the stated periods:
 Year Ended December 31,
(in millions)20192018
 CorporateWSETotalCorporateWSETotal
Net cash provided by (used in):      
Operating activities$233
$238
$471
$234
$(338)$(104)
Investing activities(191)3
(188)(200)
(200)
Financing activities(176)
(176)(85)
(85)
Net increase (decrease) in cash and cash equivalents, unrestricted and restricted$(134)$241
$107
$(51)$(338)$(389)
Cash and cash equivalents, unrestricted and restricted:      
Beginning of period$425
$924
$1,349
$476
$1,262
$1,738
End of period$291
$1,165
$1,456
$425
$924
$1,349
       
Net increase (decrease) in cash and cash equivalents:      
Unrestricted$(15)$
$(15)$(108)$
$(108)
Restricted(119)241
122
57
(338)(281)
Operating Activities
Components of net cash (used in) provided by operating activities are as follows:
 Year Ended December 31,
(in millions)20192018
Net income$212
$192
Depreciation and amortization57
46
Noncash lease expense16

Stock based compensation expense41
44
Payment of interest(19)(17)
Income tax payments, net(62)(49)
Changes in deferred taxes(7)1
Changes in other operating assets(36)(44)
Changes in other operating liabilities31
61
Net cash provided by operating activities - Corporate$233
$234
Collateral (paid to) refunded from insurance carriers, net6
26
Changes in other operating assets15
(27)
Changes in other operating liabilities217
(337)
Net cash (used in) provided by operating activities - WSE$238
$(338)
Net cash (used in) provided by operating activities$471
$(104)

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, and collateral funding 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.

Corporate operating cash flows in 2019 remained consistent to 2018.


44


MANAGEMENT'S DISCUSSION AND ANALYSIS


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.
 Year Ended December 31,
(in millions)20192018
Investments:  
Purchases of investments$(302)$(258)
Proceeds from sale and maturity of investments159
101
Cash used in investments$(143)$(157)
   
Capital expenditures:  
Software and hardware$(34)$(30)
Office furniture, equipment and leasehold improvements(11)(13)
Cash used in capital expenditures$(45)$(43)
Cash used in investing activities$(188)$(200)
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. As of December 31, 2019, we had approximately $193 million in 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.
As of December 31, 2019, we held approximately $1.8 billion in cash, cash equivalents and investments, of which $213 million is unrestricted. Refer to Note 2 in Part II, Item 8. Financial Statements and Supplemental Data, in this Form 10-K for a summary of these funds.
Capital Expenditures
During 2019, we continued to make investments in software and hardware and we enhanced our existing products and technology platform. We also incurred expenses related to the build out of our corporate headquarters and our technology and client service centers. We expect capital investments in our software and hardware to continue in the future.
Financing Activities
Net cash used in financing activities in the years ended December 31, 2019 and 2018 consisted of our debt and equity-related activities.
 Year Ended December 31,
(in millions)20192018
Financing activities  
Repurchase of common stock, net of issuance$(154)$(69)
Repayment of borrowings(22)(22)
Net proceeds from issuance of debt
6
Cash used in financing activities$(176)$(85)
In June 2018 we entered into a $425 million term loan A (our 2018 Term Loan) under our new credit agreement (2018 Credit Agreement). The proceeds of the 2018 Term Loan were used to repay our previously outstanding term loans. Refer to Note 9 in Part II, Item 8. Financial Statements and Supplemental Data, in this Form 10-K for more details.

45


MANAGEMENT'S DISCUSSION AND ANALYSIS


We repurchase shares to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plan and employee purchase plan. Refer to Note 12 in Part II, Item 8. Financial Statements and Supplemental Data, in this Form 10-K for more details.
In February 2020, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program initiated in May 2014. We use this program to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plan and employee purchase plan.
Capital Resources
As of December 31, 2019, $392 million was outstanding under our 2018 Term Loan. Our 2018 Credit Agreement includes a $250 million revolving credit facility (our 2018 Revolver), which will be used solely for working capital and other general corporate purposes. The 2018 Revolver includes capacity for a $20 million swingline facility. Letters of credit issued pursuant to the revolving credit facility reduce the amount available for borrowing under the 2018 Revolver. At December 31, 2019, we had $16 million of letters of credit outstanding and remaining capacity of $234 million under the 2018 Revolver.
Each of our 2018 Term Loan and our 2018 Revolver mature in June 2023 and bear interest, at our option, either at a LIBOR rate, or the prime lending rate, plus an applicable margin subject to change in the future based on our leverage ratio, as set forth in our 2018 Credit Agreement.
Our 2018 Credit Agreement contains customary affirmative and restrictive financial covenants and representations and warranties that are customary for facilities of this type, including restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of indebtedness (other than our 2018 Term Loan and our 2018 Revolver), dividends, distributions and transactions with affiliates, as well as minimum interest coverage and maximum total leverage ratio requirements. We were in compliance with the covenants and restrictions under our 2018 Credit Agreement at December 31, 2019.
Contractual Obligations
The following table summarizes our significant contractual obligations as of December 31, 2017:2019:
Payments Due by PeriodPayments Due by Period
(in millions)TotalLess than 1 year1-3 years3-5 yearsMore than 5 yearsTotalLess than 1 year1-3 years3-5 yearsMore than 5 years
Debt obligations (1)
$451
$59
$392
$
$
$392
$22
$44
$326
$
Workers' compensation obligations (2)
258
76
62
36
84
217
66
49
34
68
Operating lease obligations (3)
72
17
29
16
10
74
19
21
15
19
Purchase obligations (4)
28
27
1




60
34
22
4

Uncertain tax positions (5)
6

6


7
1
6


Total$815
$179
$490
$52
$94
$750
$142
$142
$379
$87
(1) Includes principal and the projected interest payments of our term loans, see Note 89 in Part II, Item 88. Financial Statements and Supplementary Data of this Form 10-K, for details.
(2) Represents estimated payments that are expected to be made to carriers for various workers' compensation program under the contractual obligations. These obligations include the costs of reimbursing the carriers for paying claims within the deductible layer in accordance with the workers' compensation insurance policy as well as other liabilities.
(3) Includes various facilities and equipment leases under various operating lease agreements.
(4) Our purchase obligations primarily consist of software licenses, consulting and maintenance agreements, and sales and marketing events pertaining to various contractual agreements.
(5) Our uncertain tax positions primarily pertain to tax credits and other related reserves, including interest and penalties.
In the normal course of business, we make representations and warranties that guarantee the performance of services under service arrangements with clients. Historically, there have been no material losses related to such guarantees. In addition, we have entered into indemnification agreements with our officers and directors, which require us to defend and, if necessary, indemnify these individuals for certain pending or future legal claims as they relate to their services provided to us. Such indemnification obligations are not included in the table above.


   
47
46


MANAGEMENT'S DISCUSSION AND ANALYSIS 




Off-Balance Sheet Arrangements
As of December 31, 2017,2019, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.resources within the meaning of Item 303(a)(4) of Regulation S-K.
Critical Accounting Judgments and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which require us to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. 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. For additional information about our accounting policies, refer to Note 1 in Part II, Item 88. Financial Statements and Supplementary Data, of this Form 10-K.
Recent Accounting Pronouncements
Refer to Note 1 in Item 8 of this Form 10-K for additional information related to recent accounting pronouncements.The following items require significant estimation or judgment:
Insurance Loss ReservesCosts
We purchase fully insured workers' compensation and health benefits coverage for our employees and WSEs. As part of these insurance policies, we bear claims costs up to a defined deductible amount and as a result, we establish accrued insurance reservescosts including both known claims filed and estimates for incurred but not reported (IBNR) costs.
As workers' compensation costs for a particular period are not known for many years after the losses have occurred these loss reserves represent our best estimate of unpaid claim losses and loss adjustment expenses within the deductible layer in accordance with our insurance policies.claims.
We use external actuaries to evaluate, review and recommend estimates of our accrued workers' compensation and health benefits loss reserves.insurance costs. The loss reserveaccrued costs studies performed by these qualified external actuaries analyze historical claims data to develop a range of our potential ultimate lossescosts using loss development, expected loss ratio and frequency/severity methods in accordance with Actuarial Standards of Practice. LossThese methods are applied to classes or segments of the lossclaims data organized by policy year and risk class.
Key judgments and evaluations in arriving at loss estimates by segmentclass and the reserveaccrued costs selection overall include:
the selection of method used and the relative weights given to selecting the method used for each policy year,
the underlying assumptions of loss development factor (LDF)LDF used in these models,
the effect of any changes to the insurers' claims handling and payment processes,
evaluation of loss (medicalmedical and indemnity)indemnity cost trends, costs from changes in the risk exposure being evaluated and any applicable changes in legal, regulatory or judicial environment.
We review and evaluate these judgments and the associated recommendations in concluding the adequacy of loss reserves.accrued costs. Where adjustments are necessary these are recorded in the period in which the adjustments are identified.
These accrued costs may vary in subsequent quarters from the amount estimated. Certain assumptions used in estimating these accrued costs are highly judgmental. Our accrued costs, results of operations and financial condition can be materially impacted if actual experience differs from the assumptions used in establishing these accrued costs.
Accrued Workers' Compensation Loss ReservesCosts
Under our policies, we are responsible for reimbursing the insurance carriers for workers' compensation losses up to $1 million per claim occurrence (Deductible Layer). As workers' compensation costs for a particular period are not known for many years after the losses have occurred, these costs represent our best estimate of unpaid claim losses and loss adjustment expenses within the deductible layer in accordance with our insurance policies. We use external actuaries to evaluate, review and recommend accrued workers' compensation loss reservescosts on a quarterly basis. The data is segmented by class and state and analyzed by policy year;year, and states where we have small exposure are aggregated into a single segment.grouping.

47


MANAGEMENT'S DISCUSSION AND ANALYSIS


We use a combination of loss development, expected loss ratio and frequency/severity methods which include the following inputs, assumptions and analytical techniques:
TriNet's historical frequencyHistorical volume and severity of workers' compensation claimscost experience, exposure data and industry loss experience

48

MANAGEMENT'S DISCUSSION AND ANALYSIS


related to TriNet’s insurance policies,
inputs of WSEs’ job responsibilities and location,
estimates of future cost trends, to establish expected loss ratios for subsequent accident years,
expected loss ratios for the latest accident year or prior accident years, adjusted for the loss trend, the effect of rate changes and other quantifiable factors, and
loss development factorsLDFs to project the reported losses for each accident year to an ultimate basis.
Final claimcost settlements may vary materially from the present estimates, particularly when those payments maydo not occur until well into the future. In our experience, plan years related to workers' compensation programs may take 10 years or more to be fully settled. Certain assumptions used in estimating these reserves are highly judgmental. Our loss reserves, results of operations and financial condition can be materially impacted if actual experience differs from the assumptions used in establishing these reserves.
We believe that our estimate of accrued workers' compensation loss reserves arecosts is most sensitive to loss development factorsLDFs given the long reporting and paid development patterns for our workers' compensation loss costs. Our reserving methods of estimating accrued workers' compensation costs rely on these loss development factorsLDFs and an estimate of future cost trend.
The following table illustrates the sensitivity of changes in the loss development factorLDFs on our year end estimate of insurance reservescosts (in millions of dollars):
Change in loss development factorChange in insurance costsChange in insurance costs
-5.0%($37)($33)
-2.5%($19)($18)
+2.5%$18$19
+5.0%$37$38
Accrued Health Benefits Loss ReservesInsurance Costs
We sponsor and administer a number of fully insured, risk basedrisk-based employee benefit plans, including group health, dental, vision and life insurance as an employer plan sponsor under section 3(5) of the ERISA. Approximately 70%83% of our 2017 group health insurance costs relate to risk-based plans in which we agree to reimburse our carriers for any claims paid within an agreed-upon per-person deductible layer up to a maximum aggregate exposure limit per policy. These deductible dollar limits and maximum limits vary by carrier and year.
Costs covered by these insurance plans generally develop on average within three to six months so loss reservesinsurance costs and accrued health insurance costs include estimates of reported losses and claims incurred but not yet paid (IBNP). Data is segmentedgrouped and analyzed by insurance carrier.
To estimate accrued health benefits loss reservescosts we use a number of inputs, assumptions and analytical techniques:
TriNet historical loss claims payment patterns and medical cost trend rates related to TriNet’s insurance policies,
current period claims costs and claims reporting patterns (completion factors), and
plan enrollment.
These reserves may varyMedical cost trend rates are a significant factor we use in subsequent quarters from the amount estimated. Our loss reserves, resultsdeveloping our accrued health insurance costs. Medical cost trends are developed through an analysis of operationsclaims incurred in prior months, provider pricing and financial condition can be materially impacted if actual experience differs from our key assumptions used in establishing these reserves.
We believe that our year end estimateindicators of health benefits loss reserves are most sensitive to changes in medical claim costs in the markets in which participating WSEs reside (medical cost trend)care utilization, including pharmacy utilization trends, and our estimate of paid costs to carriers as a percentage of the expected ultimate costs to carriers (completion factors).
A 250 basis point increase in theoutpatient and inpatient utilization. Many factors may cause medical cost trend would increaseto vary from our year end health benefit loss reserves by approximately $11 million, and a 50 basis point decrease in completion factors would increase our year end health benefit loss reserves by approximately $8 million.estimates.


   
48


MANAGEMENT'S DISCUSSION AND ANALYSIS


The following table illustrates the sensitivity of changes in the medical cost trend on our year end estimate of insurance costs (in millions of dollars):
Change in medical cost trendChange in insurance costs
+3.0%$18
+2.0%$12
+1.0%$6
-1.0%$(6)
-2.0%$(12)
-3.0%$(18)
Completion factors are an actuarial estimate based on historical experience and analysis of current trends, of paid costs to carriers as a percentage of the expected ultimate costs to carriers. Many factors may cause actual claims submissions rates from our carriers to vary from our estimated completion factors, including carrier claims processing patterns, the mix of providers and the mix of electronic versus manual claims submitted to our carriers.
The following table illustrates the sensitivity of changes in completion factors on our year end estimate of insurance costs (in millions of dollars):
Change in completion factorsChange in insurance costs
-0.75%$14
-0.50%$9
-0.25%$5
+0.25%$(5)
+0.50%$(9)
+0.75%$(14)
Recent Accounting Pronouncements
Refer to Note 1 in Part II, Item 8, Financial Statements and Supplementary Data, of this Form 10-K for additional information related to recent accounting pronouncements.


49


QUANTITATIVE AND QUALITATIVE DISCLOSURES 




Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We had restricted cash equivalents, investments and interest bearing receivables in connection with workers' compensation premiums totaling $261 million as of December 31, 2017. Included in this amount were $257 million in money market mutual funds, U.S. Treasuries and commercial paper. Our investments are made for capital preservation purposes and these interest-earning instruments carry a degree of interest rate risk. Our future investment income may fall short of expectations dueexposure to changes in interest rates or we may suffer lossesrelates primarily to our investment portfolio and outstanding floating rate debt. Changes in principal if we are forced to sell securities prior to maturity or declines inU.S. interest rates affect the interest earned on the Company’s cash, cash equivalents and investments and the fair value are determinedof the investments, as well as interest costs associated with our debt.
In June 2019, we entered into an interest rate collar derivative transaction with no upfront premium. We use this derivative to be other-than-temporary. Fluctuationshedge against interest rate risk on a portion of our outstanding floating rate debt under our 2018 Credit Agreement. We have designated this derivative as a cash flow hedge. Our primary objective in purchasing and holding this derivative is to reduce our volatility of net earnings and cash flows associated with changes in the value ofbenchmark interest rate in our investment securities caused byinterest rate payments. We do not enter into any derivatives for trading or other speculative purposes.
We performed a sensitivity analysis to determine the impact a change in interest rates (gains or losseswould have on the carrying value) are recordedcash flows of the collar assuming a 100 basis point parallel shift in other comprehensive income,the current LIBOR rate. Based on the terms and are realized only if we sell the underlying securities. To date, fluctuations in interest income have not been significant.
We had total outstanding indebtedness of $425 millionremaining settlements as of December 31, 2017,2019, a hypothetical 100 basis point decrease in one-month LIBOR across all maturities would not result in any cash payments by the Company while a hypothetical 100 basis point increase in one-month LIBOR across all maturities would result in cash receipts of $2 million.
Our cash equivalents consist primarily of money market mutual funds, which $42 million is due within 12 months. We are not significantly exposed to interest rate risk. Our AFS marketable securities are subject to interest rate risk because these securities generally include a fixed interest rate. As a result, the market risk fromvalues of these securities are affected by changes in prevailing interest rates onrates. We attempt to limit our debt. Depending uponexposure to interest rate risk and credit risk by investing our investment portfolio in instruments that meet the borrowing option chosen, the interest charged is generally based upon the prime lending rate or London Inter-bank Offered Rate (LIBOR) plus an applicable margin. If interest rates in effectminimum credit quality, liquidity, diversification and other requirements of our investment policy. Our AFS marketable securities consist of liquid, investment-grade securities. The average effective duration of our AFS marketable securities was 1.49 years at December 31, 2017 increased or decreased2019. The risk of rate changes on investment balances was not significant at December 31, 2019.
At December 31, 2019, we had total outstanding long-term debt of $391 million. A 100 basis points, our interest expense for 2018 and 2019 would correspondinglypoint increase or decrease in market interest rates would cause interest expense on our debt as of December 31, 2019 to increase by $5$11 million or to decrease by $13 million over the remaining term of the loan, respectively.



   
50


FINANCIAL STATEMENTS 


Item 8. Financial Statements and Supplementary Data


TRINET GROUP, INC.
Consolidated Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






   
51


FINANCIAL STATEMENTS 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholdersStockholders and the Board of Directors of TriNet Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TriNet Group, Inc. and subsidiaries (the "Company") as of December 31, 20172019 and 2016,2018, and the related consolidated statements of income and comprehensive income, stockholders’ equity, (deficit), and cash flows for each of the three years thenin the period ended December 31, 2019, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years thenin the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2018,13, 2020, expressed an adverseunqualified opinion on the Company's internal control over financial reporting because of a material weakness.reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLPCritical Audit Matter
San Francisco, CaliforniaThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
February 27, 2018Accrued Workers’ Compensation and Health Insurance Costs - Refer to Note 1 to the financial statements

Critical Audit Matter Description
We have servedThe Company offers its clients and worksite employees (WSEs) workers’ compensation insurance and health insurance coverage through fully-insured insurance policies provided by third-party insurance carriers. The Company is obligated to reimburse the insurance carriers for losses up to defined deductible limits, in accordance with the insurance policies. Accrued workers’ compensation and health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers.
The accrued workers’ compensation costs include estimates of unpaid claim losses and loss adjustment expenses. The estimate is based on the Company’s historical and industry loss experience, exposure data, an estimate of future cost trends, expected loss ratios, and loss development factors. Accrued workers' compensation costs, net as the Company's auditor since 2016.of December 31, 2019, were $205 million.



   
52


FINANCIAL STATEMENTS

The accrued health insurance costs include estimates for reported losses, plus estimates for claims incurred but not paid. The estimate is based on the Company’s historical claim payment patterns and medical cost trends, current period claim costs and claim reporting patterns, and plan enrollment. Accrued health insurance costs, net as of December 31, 2019, were $167 million.
Both the accrued workers’ compensation and health insurance costs are established using actuarial methods followed in the insurance industry and the Company uses third-party actuaries to develop these estimates.
Given the subjectivity of estimating the value of the accrued workers’ compensation and health insurance costs, performing audit procedures to evaluate whether accrued workers’ compensation and health insurance costs recorded for the year ended December 31, 2019, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the accrued workers’ compensation and health insurance costs included the following, among others:
We tested the effectiveness of controls related to accrued workers’ compensation and health insurance costs.
We tested the underlying data that served as inputs into the actuarial analyses, including testing historical claims and enrollment data and recreating the claim loss triangles.
With the assistance of our actuarial specialists, we evaluated the methods and assumptions used by management to estimate the accrued workers’ compensation and health insurance costs:
Compared management’s prior-year assumptions of expected development and ultimate loss to actuals incurred during the current year to identify and evaluate potential bias in the determination of the accrued workers’ compensation and health insurance costs.
Developed an independent range of estimates of the accrued costs, utilizing loss development factors and future cost trends for accrued workers’ compensation costs and claim payment patterns and medical trend rates for accrued health insurance costs. We compared our estimated ranges to management’s estimates.

/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 13, 2020

We have served as the Company's auditor since 2016.

53


FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of TriNet Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of TriNet Group, Inc. and subsidiaries (the "Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 13, 2020, expressed an unqualified opinion on those financial statements and financial statement schedule.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 13, 2020,

54


FINANCIAL STATEMENTS 


REPORTTRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMINCOME AND COMPREHENSIVE INCOME
The Board of Directors and Stockholders of TriNet Group, Inc.
We have audited the
 Year Ended December 31,
(in millions except per share data)201920182017
Professional service revenues$530
$487
$458
Insurance service revenues3,326
3,016
2,817
Total revenues3,856
3,503
3,275
Insurance costs2,927
2,610
2,466
Cost of providing services245
229
213
Sales and marketing190
182
187
General and administrative137
142
114
Systems development and programming43
49
45
Depreciation and amortization of intangible assets46
40
33
Total costs and operating expenses3,588
3,252
3,058
Operating income268
251
217
Other income (expense):   
Interest expense, bank fees and other(21)(22)(20)
Interest income23
12
3
Income before provision for income taxes270
241
200
Income taxes58
49
22
Net income$212
$192
$178
Comprehensive income$212
$192
$178
    
Net income per share:   
Basic$3.04
$2.72
$2.57
Diluted$2.99
$2.65
$2.49
Weighted average shares:   
Basic70
70
69
Diluted71
72
71
See accompanying consolidated statements of income and comprehensive income, stockholders’ equity (deficit) and cash flows of TriNet Group, Inc. for the year ended December 31, 2015. Our audits also included the financial statement schedule listed at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.notes.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of TriNet Group, Inc. for the year ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
San Francisco, California
March 31, 2016



   
53
55


FINANCIAL STATEMENTS 


TRINET GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)December 31, 2017December 31, 2016
Assets  
Current assets:  
Cash and cash equivalents$336
$184
Restricted cash and cash equivalents15
15
Prepaid income taxes5
42
Prepaid expenses8
11
Other current assets2
2
Worksite employee related assets1,625
1,281
Total current assets1,991
1,535
Workers' compensation collateral receivable39
32
Restricted cash, cash equivalents and investments162
131
Property and equipment, net70
59
Goodwill289
289
Other intangible assets, net26
31
Deferred and other long term income taxes2

Other assets14
18
Total assets$2,593
$2,095
Liabilities and stockholders’ equity 
 
Current liabilities: 
 
Accounts payable$45
$23
Accrued corporate wages40
31
Notes payable40
37
Other current liabilities14
12
Worksite employee related liabilities1,618
1,276
Total current liabilities1,757
1,379
Notes payable, noncurrent383
422
Workers' compensation loss reserves
(net of collateral paid $17 and $22 at December 31, 2017 and 2016, respectively)
165
159
Deferred income taxes68
92
Other liabilities14
8
Total liabilities2,387
2,060
Commitments and contingencies (see Note 13)



Stockholders’ equity:  
Preferred stock
($0.000025 par value per share; 20,000,000 shares authorized; no shares issued and outstanding at December 31, 2017 and 2016)


Common stock and additional paid-in capital
($0.000025 par value per share; 750,000,000 shares authorized; 69,818,392 and 69,015,690 shares issued and outstanding at December 31, 2017 and 2016, respectively)
583
535
Accumulated deficit(377)(500)
Total stockholders’ equity206
35
Total liabilities and stockholders’ equity$2,593
$2,095
  December 31, December 31,
(in millions, except share and per share data) 2019 2018
ASSETS    
Current assets:    
Cash and cash equivalents $213
 $228
Investments 68
 54
Restricted cash, cash equivalents and investments 1,180
 942
Accounts receivable, net 9
 11
Unbilled revenue, net 285
 304
Prepaid expenses, net 52
 48
Other current assets 64
 59
Total current assets 1,871
 1,646
Restricted cash, cash equivalents and investments, noncurrent 212
 187
Investments, noncurrent 125
 135
Property, equipment and software, net 85
 79
Operating lease right-of-use asset 55
 
Goodwill 289
 289
Other intangible assets, net 15
 21
Other assets 96
 78
Total assets $2,748
 $2,435
Liabilities and stockholders' equity    
Current liabilities:    
Accounts payable and other current liabilities $31
 $45
Long-term debt 22
 22
Client deposits 44
 56
Accrued wages 391
 352
Accrued health insurance costs, net 167
 135
Accrued workers' compensation costs, net 61
 67
Payroll tax liabilities and other payroll withholdings 901
 729
Operating lease liabilities 17
 
Insurance premiums and other payables 9
 19
Total current liabilities 1,643
 1,425
Long-term debt, noncurrent 369
 391
Accrued workers' compensation costs, noncurrent, net 144
 158
Deferred taxes 61
 68
Operating lease liabilities, noncurrent 48
 
Other non-current liabilities 8
 18
Total liabilities 2,273
 2,060
Commitments and contingencies (see Note 10)    
Stockholders' equity:    
Preferred stock 
 
($0.000025 par value per share; 20,000,000 shares authorized; no shares issued or outstanding at December 31, 2019 and 2018)    
Common stock and additional paid-in capital 694
 641
($0.000025 par value per share; 750,000,000 shares authorized; 69,065,491 and 70,596,559 shares issued and outstanding at December 31, 2019 and 2018, respectively)    
Accumulated deficit (219) (266)
Total stockholders' equity 475
 375
Total liabilities & stockholders' equity $2,748
 $2,435
See accompanying notes.


   
54
56


FINANCIAL STATEMENTS 


TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOMESTOCKHOLDERS’ EQUITY
 Year Ended December 31,
(In millions, except share and per share data)201720162015
Professional service revenues$458
$447
$401
Insurance service revenues2,817
2,613
2,258
Total revenues3,275
3,060
2,659
Insurance costs2,466
2,414
2,112
Cost of providing services (exclusive of depreciation and amortization of intangible assets)213
190
151
Sales and marketing187
174
167
General and administrative114
92
69
Systems development and programming45
31
28
Depreciation28
19
15
Amortization of intangible assets5
16
39
Total costs and operating expenses3,058
2,936
2,581
Operating income217
124
78
Other income (expense):   
Interest expense and bank fees(20)(20)(19)
Other, net3

1
Income before provision for income taxes200
104
60
Income tax expense22
43
28
Net income$178
$61
$32
Other comprehensive income (loss), net of tax
1
(1)
Comprehensive income178
62
31
    
Net income per share:   
Basic$2.57
$0.88
$0.45
Diluted$2.49
$0.85
$0.44
Weighted average shares:   
Basic69,175,377
70,159,696
70,228,159
Diluted71,385,280
71,972,486
72,618,069
 Year Ended December 31,
(in millions)201920182017
Total Stockholders' Equity, beginning balance$375
$206
$35
Common Stock and Additional Paid-In Capital:   
Beginning balance641
583
535
Issuance of common stock from exercise of stock options2
7
11
Issuance of common stock for employee stock purchase plan9
7
5
Stock based compensation expense42
44
32
Ending balance694
641
583
    
Accumulated Deficit:   
Beginning balance(266)(377)(500)
Net income212
192
178
Cumulative effect of accounting change
2

Repurchase of common stock(140)(61)(44)
Awards effectively repurchased for required employee withholding taxes(25)(22)(11)
Ending balance(219)(266)(377)
Total Stockholders' Equity, ending balance$475
$375
$206

See accompanying notes.


   
55
57


FINANCIAL STATEMENTS 


TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)CASH FLOWS
 

Common Stock and Additional Paid-In Capital
Accumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ Equity (Deficit)
(In millions, except share data)SharesAmount
Balance at December 31, 201469,811,326
$443
$(468)$
$(25)
Net income

32

32
Other comprehensive income


(1)(1)
Issuance of common stock for vested restricted stock units106,136




Issuance of common stock under employee stock purchase plan272,836
5


5
Issuance of common stock from exercise of stock options2,112,131
7


7
Stock-based compensation expense
18


18
Repurchase of common stock(1,895,625)
(48)
(48)
Awards effectively repurchased for required employee withholding taxes(35,379)
(1)
(1)
Excess tax benefit from equity incentive plan activity
20


20
Realized tax benefit of deductible IPO transaction costs
1

 1
Balance at December 31, 201570,371,425
494
(485)(1)8
Net income

61

61
Other comprehensive income


1
1
Issuance of common stock for vested restricted stock units695,253




Issuance of common stock under employee stock purchase plan283,644
4


4
Issuance of common stock from exercise of stock options1,297,812
5


5
Stock-based compensation expense
26


26
Repurchase of common stock(3,414,675)
(72)
(72)
Awards effectively repurchased for required employee withholding taxes(217,769)
(4)
(4)
Excess tax benefit from equity incentive plan activity
6


6
Balance at December 31, 201669,015,690
535
(500)
35
Net income

178

178
Issuance of common stock from vested restricted stock units1,020,352




Issuance of common stock for employee stock purchase plan224,928
5


5
Issuance of common stock from exercise of stock options1,441,957
11


11
Stock-based compensation expense
32


32
Repurchase of common stock(1,549,434)
(44)
(44)
Awards effectively repurchased for required employee withholding taxes(335,101)
(11)
(11)
Balance at December 31, 201769,818,392
$583
$(377)$
$206
 Year Ended December 31,
(in millions)201920182017
Operating activities   
Net income$212
$192
178
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization57
46
35
Noncash lease expense16


Stock based compensation41
44
32
Deferred income taxes(7)1
(25)
Amortization of (premium) discount of investments(1)

Changes in operating assets and liabilities:   
Accounts receivable, net5
10
(14)
Unbilled revenue, net19
(14)(4)
Prepaid expenses, net(5)(9)28
Accounts payable and other current liabilities(15)(8)23
Client deposits(12)4
(4)
Accrued wages40
23
26
Accrued health insurance costs, net32
(16)22
Accrued workers' compensation costs, net(20)(7)9
Payroll taxes payable and other payroll withholdings172
(305)294
Operating lease liabilities(17)

Other assets(34)(64)(11)
Other liabilities(12)(1)17
Net cash (used in) provided by operating activities471
(104)606
Investing activities   
Purchases of marketable securities(302)(258)
Proceeds from sale and maturity of marketable securities159
101
14
Acquisitions of property and equipment(45)(43)(38)
Net cash used in investing activities(188)(200)(24)
Financing activities   
Repurchase of common stock(140)(61)(44)
Proceeds from issuance of common stock11
14
16
Awards effectively repurchased for required employee withholding taxes(25)(22)(11)
Proceeds from issuance of notes payable, net
210

Payments for extinguishment of debt
(204)
Repayment of debt(22)(22)(38)
Net cash used in financing activities(176)(85)(77)
Net (decrease) increase in cash and cash equivalents, unrestricted and restricted107
(389)505
Cash and cash equivalents, unrestricted and restricted:   
Beginning of period1,349
1,738
1,233
End of period$1,456
$1,349
$1,738
    
Supplemental disclosures of cash flow information   
Interest paid$19
$17
16
Income taxes paid, net62
49
2
Supplemental schedule of noncash investing and financing activities   
Payable for purchase of property and equipment$2
$3
2
See accompanying notes.



   
56
58


FINANCIAL STATEMENTS 

TRINET GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
(in millions)201720162015
Operating activities   
Net income$178
$61
$32
Adjustments to reconcile net income to net cash provided by operating activities:


Depreciation and amortization35
39
53
Stock-based compensation32
26
18
Deferred income taxes(25)42
15
Accretion of workers' compensation and leases fair value adjustment

(1)
Changes in operating assets and liabilities:


Restricted cash and cash equivalents(46)(42)(18)
Prepaid income taxes37
(38)24
Prepaid expenses and other current assets1
(2)1
Workers' compensation collateral receivable(7)(3)3
Other assets4

(15)
Accounts payable22
9

Accrued corporate wages and other current liabilities11
4
6
Workers' compensation loss reserves and other non-current liabilities12
55
32
Worksite employee related assets(343)92
262
Worksite employee related liabilities342
(94)(261)
Net cash provided by operating activities253
149
151
Investing activities   
Acquisitions of businesses

(5)
Purchases of marketable securities
(15)(42)
Proceeds from maturity of marketable securities14
28
28
Purchase of property and equipment(38)(40)(19)
Net cash used in investing activities(24)(27)(38)
Financing activities   
Repurchase of common stock(44)(72)(48)
Proceeds from issuance of common stock on exercised options11
5
7
Proceeds from issuance of common stock on employee stock purchase plan5
4
5
Awards effectively repurchased for required employee withholding taxes(11)(4)(1)
Proceeds from issuance of notes payable
58

Payments for extinguishment of debt
(58)
Repayment of notes payable(38)(36)(45)
Payment of debt issuance costs
(1)
Tax credit received for deductible IPO transaction costs

1
Net cash used in financing activities(77)(104)(81)
Net increase in cash and cash equivalents152
18
32
Cash and cash equivalents at beginning of year184
166
134
Cash and cash equivalents at end of year$336
$184
$166
    
Supplemental disclosures of cash flow information   
Interest paid$16
$15
$15
Income taxes paid (refund), net2
39
2
Supplemental schedule of noncash investing and financing activities   
Payable for purchase of property and equipment$2
$1
$
Allowance for tenant improvements

1
See accompanying notes.

57

FINANCIAL STATEMENTS


TRINET GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, (PEO) founded in 1988, provides comprehensive human resources (HR) solutions for small to midsize businesses (SMBs) under a co-employment model. These HR solutions include bundled services, such as 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 mostcertain employment-related administrative and regulatory purposes for the worksite employees (WSEs), including:
compensation through wages and salaries,
employer payroll-related taxes payment,tax payments,
employee payroll-related taxes withholdingtax withholdings and payment,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 worksite employees (WSEs).WSEs.
We operate in one1 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.United States.
Basis of Presentation
Our consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (GAAP). All intercompany accounts and transactions have been eliminated in consolidation.
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. Significant estimates include:
liability for unpaid losses and loss adjustment expenses (loss reserves) related to workers' compensation and workers' compensation collateral receivable,
health insurance loss reserves,
liability for insurance premiums payable,
impairments of goodwill and other intangible assets,
income tax assets and liabilities, and
liability for legal contingencies.
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
On January 1, 2018, we adopted Accounting Standards Codification Topic 606 (ASC Topic 606) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while the comparative prior period amounts are not restated and continue to be reported in accordance with statements previously accounted for under Accounting Standards Codification Topic 605.
Upon adoption of ASC Topic 606, we recorded a $2 million cumulative effect adjustment to opening retained earnings as of January 1, 2018. Impacts from adoption of the new standard on our revenue recognition include:
Our annual service contracts with our clients that are cancellable with 30 days' notice are considered 30-day contracts under the new standard;
Professional service revenues are recognized on an output basis which results in recognition at the time payroll is processed;

   
58
59


FINANCIAL STATEMENTS 


Revenue Recognition
ProfessionalOur non-refundable set up fees are no longer deferred but accounted for as part of our transaction price and are allocated among professional service revenues represent fees chargedand insurance services revenues; and
The majority of sales commissions related to onboarding new clients that were previously expensed are capitalized as contract assets and amortized over the estimated client life.
Revenues are recognized when the promised services are transferred to our clients, in an amount that reflects the consideration that we expect to receive in exchange for processing payroll-related transactions on behalfservices. We generate all of our clients, access to our HR expertise, employment and benefit law compliance services and other HR related services. Professional service revenues are recognized in the period the services are rendered and earned under service arrangements with clients, where service fees are fixed or determinable, and collectability is reasonably assured. Clients execute annual servicerevenue from contracts with us that automatically renew. Generally, our clients may cancel these contracts with thirty days' noticeclients. We disaggregate revenues into professional services revenues and we may cancel these contracts with thirty days' notice.
We are not consideredinsurance services revenues as reported on the primary obligor with respect to WSEs payroll and payroll tax payments and therefore, these payments are not reflected as either revenue or expense in our consolidated statements of income and comprehensive income. Generally, both the client and the Company may terminate the contract without penalty by providing a 30-day notice.
Performance Obligations
At contract inception, we assess the services promised in our contracts with clients and identify a performance obligation for each distinct promise to transfer to the client a service or bundle of services. We determined that the following distinct services represent separate performance obligations:
Payroll and payroll tax processing,
Health benefits services, and
Workers’ compensation services.
Payroll and payroll tax processing performance obligations include services to process payroll and payroll tax-related transactions on behalf of our clients. Revenues associated with this performance obligation are reported as professional service revenues and recognized using an output method in which the promised services are transferred when a client's payroll is processed by us and WSEs are paid. Professional service revenues are stated net of the gross payroll and payroll tax amounts funded by our clients. Although we assume the responsibilities to process and remit the payroll and payroll related obligations, we do not assume employment-related responsibilities such as determining the amount of the payroll and related payroll obligations. As a result, we are the agent in this arrangement for revenue recognition purposes.
Health benefits and workers' compensation services include performance obligations to provide TriNet-sponsored health benefits and workers' compensation insurance coverage through insurance policies provided by third-party insurance carriers and settle high deductible amounts on those policies. Revenues associated with these performance obligations are reported as insurance services revenues and are recognized using the output method over the period of time that the client and WSEs are covered under TriNet-sponsored insurance policies.
We control the selection of health benefits and workers' compensation coverage made available. As a result, we are the principal in this arrangement for revenue recognition purposes and insurance services revenues are reported gross.
We generally charge annew customers a nominal upfront non-refundable set-up fee to recover our costs to set them up on our TriNet platform for payroll processing and other administrative services, such as benefit enrollments. These fees are accounted for as part of our transaction price and are allocated among the performance obligations based on their relative standalone selling prices.
Variable Consideration and Pricing Allocation
Our contracts with customers generally do not include any variable consideration. However, from time to time, we may offer incentive credits to our clients considered to be variable consideration including incentive credits issued related to contract renewals. Incentive credits are recorded as a reduction to revenue as part of the transaction price at contract inception when there is a basis to reasonably estimate the amount of the incentive credit and we reduce the full amount of the credit only to the extent that it is probable that a significant reversal of any incremental revenue will not occur. These incentive credits are allocated among the performance obligations based on their relative standalone selling prices.

60


FINANCIAL STATEMENTS

We allocate the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The transaction price for the payroll and payroll tax processing performance obligations is determined upon establishment of the contract that contains the final terms of the arrangement, including the description and price of each service purchased. The estimated service fee is calculated based on observable inputs and include the following key assumptions: target profit margin, pricing strategies including the mix of services purchased and competitive factors, and client and industry specifics.
The transaction price for health benefits insurance and workers' compensation insurance performance obligations is determined during the new client on-boarding and enrollment processes based on the types of benefits coverage the clients and WSEs have elected and the applicable risk profile of the client. We estimate our service fees based on actuarial forecasts of our expected insurance premiums and loss sensitive premium costs, and amounts to cover our costs to administer these programs.
We require our clients to prefund payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. Under the provision of our contracts with clients, we generally will process the payment of a client’s payroll only when the client successfully funds the amount required. As a result, there is no financing arrangement for the contracts, however, certain contracts to provide payroll and payroll tax processing services permit the client to pay certain payroll tax components ratably over a 12-month period rather than as payroll tax is determined on wages paid, which may be considered a significant financing arrangement under ASC Topic 606. However, as the period between our performing the service under the contract and when the client pays for the service is recognized onless than one year, we have elected, as a straight-line basispractical expedient, not to adjust the transaction price.
Unbilled Revenue
We recognize WSE payroll and payroll tax liabilities in the period in which the WSEs perform work. When clients' pay periods cross reporting periods, we accrue the portion of the unpaid WSE payroll where we assume, under state regulations, the obligation for the payment of wages and the corresponding payroll tax liabilities associated with the work performed prior to period-end. These estimated payroll and payroll tax liabilities are recorded in accrued wages. The associated receivables, including estimated revenues, offset by advance collections from clients, are recorded as unbilled revenue. As of December 31, 2019 and 2018, advance collections included in unbilled revenue were $95 million and $23 million respectively.
Contract Costs
We recognize as deferred commission expense the incremental cost to obtain a contract with a client for certain components under our commission plans for sales representatives and channel partners that are directly related to new customers onboarded as we expect to recover these costs through future service fees. Such assets are amortized over the estimated average client tenure.
Insurance service revenues consist These commissions are earned on the basis of insurance-related billingsthe revenue generated from payroll and administrative fees collected from clientspayroll tax processing performance obligations. When the commission on a renewal contract is not commensurate with the commission on the initial contract, any incremental commission will be capitalized and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers. Insurance service revenues are recognizedamortized over the periodestimated average client tenure. If the insurance coverage is providedcommission for both the initial contract and where collectability is reasonably assured.renewal contracts are commensurate, such commissions are expensed in the contract period. The below table summarizes the amounts capitalized and amortized during the years ended December 31, 2019 and 2018:
The
 Year Ended December 31,
 20192018
(in millions)CapitalizedAmortizedCapitalizedAmortized
Deferred commission expense$45
$10
$33
$2

Certain commission plans pay a commission on estimated professional service revenues and insurance service revenues are each considered separate units of accounting for administrative services and insurance related benefits billed toover the majority of our clients. For clients billed through a bundled invoice, the selling price of significant deliverables is determined based on the best estimatefirst 12 months of the selling price.contract with clients. The portion of commission paid in excess of the actual commission earned in that period is recorded as prepaid commission. When the prepaid commission is considered earned, it is classified as a deferred commission expense and subject to amortization. We do not have material contract liabilities as of December 31, 2019 and 2018.

61


FINANCIAL STATEMENTS

Insurance Costs
Our fully insured insurance plans are provided by third-party insurance carriers under risk-based or guaranteed-cost insurance policies. Under risk-based policies, we agree to reimburse our carriers for any claims paid within an agreed-upon per-person deductible layer up to a maximum aggregate exposure limit per policy. These deductible dollar limits and maximum limits vary by carrier and year. Under guaranteed-cost policies, our carriers establish the premiums and we are not responsible for any deductible.
Insurance costs include insurance premiums for coverage provided by insurance carriers, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in loss reservesaccrued costs related to our workers' compensation and health benefit insurance.
At policy inception, annual workers' compensation premiums are estimated by the insurance carriers based on projected wages over the duration of the policy period and the risk categories of the WSEs. We initially pay premiums based on these estimates. As actual wages are realized, premium expense recorded may differ from estimated premium expense, creating an asset or liability throughout the policy year. Such asset or liability is reported on our consolidated balance sheets as prepaid insurance premiumsexpenses or insurance premiums payable,and other payables, respectively.
Accrued Workers' Compensation Loss ReservesCosts
We have secured fully insured workers' compensation insurance policies with insurance carriers to administer and pay claims for our clients and WSEs that obligate us to reimburseWSEs. We are responsible for reimbursing the insurance carriers for losses up to $1 million per claim occurrence (deductible layer). Workers'Insurance carriers are responsible for administering and paying claims. We are responsible for reimbursing each carrier up to a deductible limit per occurrence. Accrued workers' compensation insurance reservescosts represent our liability to reimburse insurance carriers for unpaidour share of their losses and loss adjustment expenses. These reservesaccrued costs are established to provide for the estimated ultimate costs of paying claims within the deductible layer in accordance with worker'sworkers' compensation insurance policies. These reservesaccrued costs include estimates for reported and incurred but not reported (IBNR) losses, case reservesaccrued costs on reported claims, and expenses associated with processing and settling the claims. In establishing these reserves,accrued costs, we use an independentexternal actuary to provide an estimate of undiscounted future cash payments that would be made to settle the claims based upon:
TriNet's historical loss experience, exposure data, and industry loss experience related to TriNet’s insurance policies,
inputs including WSE job responsibilities and location,
historical frequencyvolume and severity of workers' compensation claims,
an estimate of future cost trends, to establish expected loss ratios for subsequent accident years,

59

FINANCIAL STATEMENTS

expected loss ratios for the latest accident year or prior accident years, adjusted for the loss trend, the effect of rate changes and other quantifiable factors, and
loss development factors to project the reported losses for each accident year to an ultimate basis.
We assess the accrued workers' compensation loss reservescosts on a quarterly basis. For each reporting period, changes in the actuarial methods and assumptions resulting from changes in actual claims experience and other trends are incorporated into the accrued workers' compensation loss reserves.costs. Adjustments to previously established reservesaccrued costs estimates are reflected in the results of operations for the period in which the adjustment is identified. Such adjustments could be significant, reflecting any variety of new adverse or favorable trends. Accordingly, final claim settlements may vary materially from the present estimates, particularly when those payments may not occur until well into the future. In our experience, plan years related to workers' compensation programs may take ten years or more to be settled.
We do not discount accrued workers' compensation loss reserves. Claim costscosts. Costs expected to be paid within one year are recorded as accrued workers' compensation reserves included in short-term WSE related liabilities. Claim costscosts. Costs expected to be paid beyond one year are included in long-term liabilities.accrued workers' compensation costs, less current portion.
Insurance carriers are responsible for administering and paying claims. We are responsible for reimbursing each carrier up to a deductible limit per occurrence.
62


FINANCIAL STATEMENTS

We have collateral agreements with various insurance carriers where either we retain custody of funds in trust accounts which we record as restricted cash and cash equivalents, or remit funds to carriers. Collateral whether held by us, or the carriers, is used to settle our insurance and claim deductible obligations to them. Collateral requirements are established at the policy year and are re-assessed by each carrier annually. Based on the results of each assessment, additional collateral may be required for or paid to the carrier or collateral funds may be released or returned to the company. Collateral paidCompany. In instances where we pay collateral to carriers byand the agreement permits net settlement of obligations against collateral held, which we record our accrued costs net of our loss reservesthat collateral (Carrier Collateral Offset). We offset Carriercarrier Collateral Offset against our obligation due within the next 12 months before applying against long termlong-term obligations. Collateral balances in excess of loss reservesaccrued costs are recorded as workers' compensation collateral receivable, in WSE related assets or in long-termother assets.
Accrued Health Benefits Loss ReservesInsurance Costs
We sponsor and administer a number of fully insured, risk basedrisk-based employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the Employee Retirement Income Security Act (ERISA).ERISA. In 2017,2019, a majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.
Health benefits loss reservesAccrued 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 reservesaccrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess reservesaccrued health insurance costs regularly based upon independentexternal 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 the subsequent period.periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health benefits loss reserves or wheninsurance costs. As of December 31, 2019 and 2018, prepayments offsetting accrued health insurance costs were $39 million and $33 million, respectively. When the prepaid amount is in excess of our recorded liability the net asset position is included in WSE related assets.
Under certain policies, based on plan performance, we may be entitled to receive refunds of premiums which we recognize in accordance with the policy terms. We estimate these refunds based on premium and claims data and record as a reduction in the insurance costs on the consolidated statements of income and comprehensive income and prepaid health plan expenses in WSE related assets on the consolidated balance sheets.expenses. As of December 31, 20172019 and 2016,2018, accrued health insurance costs offsetting prepaid expenses were $52 million and $50 million, respectively.
Derivative Instruments
In June 2019, we had $11 millionentered into an interest rate collar derivative transaction with no upfront premium to mitigate the risk of changes in interest rates on our floating rate debt. This derivative, for which we have elected and $9 million, respectively, included within WSEqualify for cash flow hedge accounting, is recorded on the balance sheet at its fair value. Changes in the derivative’s fair value are recorded each period in other comprehensive income until the underlying monthly interest payment and the corresponding portion of the derivative are settled, at which point changes in fair value are recorded in net income. We evaluate this derivative each quarter to determine that it remains effective by comparing the remaining expected cash flows of the derivative against the related expected interest payments of our floating rate debt. We do not enter into any derivatives for trading or other speculative purposes.
Leases
We adopted ASU 2016-02 - Leases (ASC 842) effective January 1, 2019 using the optional transition method, under which we recognized the cumulative effects of initially applying the standard as an adjustment to the opening balance of retained earnings on January 1, 2019 with unchanged comparative periods. As part of this adoption, we elected the following practical expedients:
not to reassess 1) whether any contracts that existed prior to adoption have or contain leases, 2) the classification of our existing leases or 3) initial direct costs for existing leases,
to use the practical expedient of using hindsight to determine the lease terms and evaluate any impairments in right-of-use assets upon transition, and
not separately record non-lease and lease components for all leases in which we act as prepaid insurance premiums.a lessee.

63


FINANCIAL STATEMENTS

We determine if a new contractual arrangement is a lease at contract inception. If a contract contains a lease, we evaluate whether it should be classified as an operating or a finance lease. If applicable as a lease, we record our lease liabilities and ROU assets based on the future minimum lease payments over the lease term and only include options to renew a lease in the future minimum lease payments if it is reasonably certain that we will exercise that option. For certain leases with original terms of twelve months or less we recognize the lease expense as incurred and we do not recognize lease liabilities and ROU assets.
We measure our lease liabilities based on the future minimum lease payments discounted over the lease term. We determine our discount rate at lease inception using our incremental borrowing rate, which is based on our outstanding term debts that are collateralized by certain corporate assets. As of December 31, 2019, the weighted-average rate used in discounting the lease liability was 4.4%.
We measure our ROU assets based on the associated lease liabilities adjusted for any lease incentives such as tenant improvement allowances and classify operating ROU assets in other assets in our consolidated balance sheet. For operating leases, we recognize expense for lease payments on a straight-line basis over the lease term.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and short-term, highly liquid investments. Investments with original maturity dates of three months or less are considered cash equivalents.

60

FINANCIAL STATEMENTS

Restricted Cash, Cash Equivalents and Investments
Restricted cash, and cash equivalents and investments presented on our consolidated balance sheets represents our corporate include:
cash and cash equivalents in trust accounts functioning as security deposits for our insurance carriers. These deposits are not usedcarriers,
payroll funds collected representing cash collected in advance from clients which we designate as restricted for settling insurance premiums or claims payments.the purpose of funding WSE payroll and payroll taxes and other payroll related liabilities, and
WSE related assets also includes restricted cash, cash equivalents and investmentsamounts held in trust for current and future premium and claim obligations with our insurance carriers. Amountscarriers, which amounts are held in trust according to the terms of the relevant insurance policies and by the local insurance regulations of the jurisdictions in which the policies are in force.
Investments
We haveOur investments are primarily in marketable securities including U.S. treasuries, which are classified as available for saleavailable-for-sale and are carried at estimated fair value.
Unrealized gains and losses are reported as a component of accumulated other comprehensive income, (loss), net of deferred income taxes. The amortized cost of marketable securitiesdebt investments is adjusted for amortization of premiums and accretion of discounts from the date of purchase to the earliest call date for premiums or the maturity or sale.date for discounts. Such amortization is included in interest income as an addition to or deduction from the coupon interest earned on the investments. We use the specific identification method to determine the realized gains and losses on the sale of available for saleavailable-for-sale securities. Realized gains and losses are included in otherinterest income in the accompanying consolidated statements of income and comprehensive income.
We assess our investments for an other-than-temporary impairment loss due to a decline in fair value or other market conditions. We review several factors to determine whether a loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near-term prospects of the issuer and whether we have the intent to sell or will more likely than not be required to sell before the securities' anticipated recovery, which may be at maturity. If management determines that a security is impaired under these circumstances, the impairment recognized in earnings is measured as the entire difference between the amortized cost and the then-current fair value.
We have investments within our unrestricted and our restricted accounts. Unrestricted investments are recorded on the balance sheet as current or noncurrent based upon the remaining time to maturity, and investments subject to restrictions are classified as current or noncurrent based on the expected payout of the related liability.

64


FINANCIAL STATEMENTS

Fair Value of Financial Instruments
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
Our financial assets recorded at fair value on a recurring basis compriseare comprised of available for salecash equivalents, available-for-sale marketable securities and certificates of deposits. We measure certain financial assets at fair value for disclosure purposes, as well as on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Our other current financial assets and our other current financial liabilities including cash and cash equivalents, restricted cash and cash equivalents, WSE related assets and liabilities excluding insurance loss reserves, line of credit and accrued corporate wages, have fair values that approximate their carrying value due to their short-term nature.
Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market to measure fair value, summarized as follows:
Level I—1—observable inputs for identical assets or liabilities, such as quoted prices in active markets,
Level II—2—inputs other than the quoted prices in active markets that are observable either directly or indirectly,
Level III—3—unobservable inputs in which there is little or no market data, which requires that we develop our own assumptions.
The fair value hierarchy requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. We classify our cash equivalents, debt securitiesinvestments and notes payablelong-term debt in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety.

61

FINANCIAL STATEMENTS

WSE related Assets and Liabilities
Current assets and liabilities resulted 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, are reported in WSE related assets and liabilities on the consolidated balance sheets. These assets and liabilities are reported separately from our corporate assets and liabilities to better distinguish our corporate position from those assets and liabilities held by us to fund client payrolls.
Unbilled Revenue
We recognize WSE payroll and payroll tax liabilities in the period in which the WSEs perform work. When clients' pay periods cross reporting periods, we accrue the portion of the unpaid WSE payroll where we assume, under state regulations, the obligation for the payment of wages and the corresponding payroll tax liabilities associated with the work performed prior to period-end. These estimated payroll and payroll taxes liabilities are accrued wages in WSE related liabilities. The associated receivables, including estimated revenues, offset by advance collections from clients, are recorded as unbilled revenues in WSE related assets.
Accounts Receivable
Our accounts receivable recorded in WSE related assets, representrepresents outstanding gross billings to clients, net of an allowance for doubtful accounts. We require our clients to prefund payroll and related liabilities before payroll is processed or due for payment. If a client fails to fund payroll or misses the funding cut-off, at our sole discretion, we may pay the payroll and the resulting amounts due to us are recognized as accounts receivable. When client payment is received in advance of our performance under the contract, such amount is recorded as client deposits. We establish an allowance for doubtful accounts based on historical experience, the age of the accounts receivable balances, credit quality of clients, current economic conditions and other factors that may affect clients’ ability to pay, and charge-off amounts when they are deemed uncollectible. The allowance was immaterial at December 31, 2019 and $1 million at December 31, 2018.
Property, Equipment and EquipmentSoftware
We record property and equipment at historical cost and compute depreciation using the straight-line method over the estimated useful lives of the assets or the lease terms, generally three years to five years for software and office equipment, five years to seven years for furniture and fixtures, and the shorter of the asset life or the remaining lease term for leasehold improvements. We expense the cost of maintenance and repairs as incurred and capitalize leasehold improvements.
We capitalize internal and external costs incurred to develop internal-use computer software during the application development stage. Application development stage costs include license fee paid to third-parties for software use, software configuration, coding, and installation. Capitalized costs are amortized on a straight-line basis over the estimated useful life, typically ranging from three years to five years, commencing when the software is placed into service. We expense costs incurred during the preliminary project stage, as well as general and administrative, overhead, maintenance and training costs, and costs that do not add functionality to existing systems. For the years ended December 31, 2017, 2016 and 2015, internally developed software costs capitalized were $29 million, $21 million and $11 million respectively.
We periodically assess the likelihood of unsuccessful completion of projects in progress, as well as monitor events or changes in circumstances, which might suggest that impairment has occurred and recoverability should be evaluated. An impairment loss is recognized if the carrying amount of the asset is not recoverable and exceeds the future net cash flows expected to be generated by the asset.
Goodwill and Other Intangible Assets
Our goodwill and identifiable intangible assets with indefinite useful lives are not amortized, but are tested for impairment on an annual basis or when an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of the reporting unit. Goodwill impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. All goodwill is associated with one reporting unit within our reportable segment.
Annually, we perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit has declined below carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. We perform our annual impairment testing in the fourth quarter. Based on the results of our reviews, no impairment loss was recognized in the results of operations for the years ended December 31, 2017, 2016 and 2015.


   
62
65


FINANCIAL STATEMENTS 

Intangible assets with finite useful lives are amortized over their respective estimated useful lives ranging from two to ten years using either the straight-line method or an accelerated method. Intangible assets are reviewed for indicators of impairment at least annually and evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Based on the results of our reviews, no impairment loss was recognized in the results of operations for the years ended December 31, 2017, 2016 and 2015.
Impairment of Long-Lived Assets
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered impaired if the carrying amount exceeds the undiscounted future net cash flows the asset is expected to generate. An impairment charge is recognized for the amount by which the carrying amount of the assets exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less selling costs.
Goodwill and Other Intangible Assets
Our goodwill and identifiable intangible assets with indefinite useful lives are not amortized, but are tested for impairment on an annual basis or when an event occurs or circumstances change in a way to indicate that there has been a potential decline in the fair value of the reporting unit. Goodwill impairment is determined by comparing the estimated fair value of the reporting unit to its carrying amount, including goodwill. All goodwill is associated with 1 reporting unit within our 1 reportable segment.
Annually, we perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit has declined below its carrying value. This assessment considers various financial, macroeconomic, industry, and reporting unit specific qualitative factors. We perform our annual impairment testing in the fourth quarter. Based on the results of our reviews, 0 impairment loss was recognized in the results of operations for the years ended December 31, 2019, 2018 and 2017.
Intangible assets with finite useful lives are amortized over their respective estimated useful lives ranging from two years to ten years using either the straight-line method or an accelerated method. Intangible assets are reviewed for indicators of impairment at least annually and evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Based on the results of our reviews, 0 impairment loss was recognized in the results of operations for the years ended December 31, 2019, 2018 and 2017.
Advertising Costs
We expense the costs of producing advertisements at the time production occurs, and expense the cost of running advertisements in the period in which the advertising space or airtime is used as sales and marketing expense. Advertising costs were $8$18 million, $6$17 million, and $8 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively.
Stock-BasedStock Based Compensation
We have three types of stock-basedOur stock based awards to employees:employees include time based and performance based restricted stock units (time based and performance based),restricted stock awards, stock options and an employee stock purchase plan. Compensation expense associated with restricted stock units and restricted stock awards is based on the fair value of common stock on the date of grant. Compensation expense associated with stock options and employee stock purchase plan are based on the estimated grant date fair value method using the Black-Scholes option pricing model. Expense is recognized using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest, with adjustments to expense recognized in the period in which forfeitures occur.
Income Taxes
We account for our provision for income taxes using the asset and liability method, under which we recognize income taxes payable or refundable for current year and deferred tax assets and liabilities for the future tax effect of events that have been recognized in our financial statements or tax returns. We measure our current and deferred tax assets and liabilities based on provision of enacted tax laws of those jurisdictions in which we operate. The effect of changes in tax laws and regulations, or interpretations, is recognized in our consolidated financial statements in the period that includes the enactment date.

66


FINANCIAL STATEMENTS

We recognize deferred tax assets and liabilities based on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes, as well as the expected benefits of using net operating loss and other carryforwards. We are required to establish a valuation allowance when it is determined more likely than not that the deferred tax assets will not be realized. Provision for income taxes may change when estimates used in determining valuation allowances change or when receipt of new information indicates the need for adjustment in valuation allowances. Changes in valuation allowances are reflected as a component of provision for income taxes in the period the change is enacted.
We recognize a reserve for uncertain tax positions taken or expected to be taken in a tax return when it is concluded that tax positions are not more likely than not to be sustained upon examination by taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the positions. Assumptions, judgment and the use of estimates are required in determining if the more likely than not standard has been met when developing the provision for income taxes and in determining the expected benefit. The tax benefits of the position recognized in the financial statements are then measured based on the largest amount of benefit that is greater than 50% likely to be realized upon settlement with a taxing authority. Unrecognized tax benefits due to tax uncertainties that do not meet the minimum probability threshold are included as other liabilities and are charged to earnings in the period that such determination is made. We recognize interest and penalties related to uncertain tax positions as a component of income tax expense. Accrued interest and penalties are included in other non-current liabilities on the consolidated balance sheet.

63

FINANCIAL STATEMENTS

Concentrations of Credit Risk
Financial instruments subject to concentrations of credit risk include cash, cash equivalents and investments (including payroll funds collected)(unrestricted and restricted), accounts receivable, and amounts due from insurance carriers. We maintain these financial assets principally in domestic financial institutions. We perform periodic evaluations of the relative credit standing of these institutions. Our exposure to credit risk in the event of default by the financial institutions holding these funds is limited to amounts currently held by the institution in excess of insured amounts.
Under the terms of professional services agreements, clients agree to maintain sufficient funds or other satisfactory credit at all times to cover the cost of their current payroll, all accrued paid time off, vacation or sick leave balances, and other vested wage and benefit obligations for all their work site employees. We generally require payment from our clients on or before the applicable payroll date.
For certain clients, we require an indemnity guarantee payment (IGP) supported by a letter of credit, bond, or a certificate of deposit from certain financial institutions. The IGP typically equals the total payroll and service fee for one average payroll period.
As of December 31, 2017, one client accounted for 47% of total accounts receivable. No client accounted for more than 10% of accounts receivable as of December 31, 2016. No client accounted for more than 10% of total revenues in the years ended December 31, 2017, 20162019, 2018 and 2015.2017. Bad debt expense, net of recoveries was $1 million, $1 million and $2 million for each of the years ended December 31, 2017, 20162019, 2018 and 2015, respectively.2017.
Recent Accounting Pronouncements
Recently adopted accounting guidance

Share-based paymentsLeases -In MarchFebruary 2016, the FASB issued ASU 2016-09-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, as part of the Simplification Initiative to simplify certain aspects of the accounting for share-based payment transactions to employees. The new standard requires excess tax benefits and tax deficiencies to be recorded in the statements of income and comprehensive income as a component of the provision for income taxes when stock awards vest or are settled. In addition, it eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the condensed consolidated statements of cash flows. The standard also provides an accounting policy election to account for forfeitures as they occur, allows us to withhold more of an employee’s vesting shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activityASC 842, which replaced existing lease guidance under GAAP. Under this guidance, we recognize on our cash flows statement. The new standard was effective for us beginning January 1, 2017.

Upon adoption, excess tax benefitsbalance sheet lease liabilities representing the present value of future lease payments and an associated right-of-use asset representing our right to use or deficiencies from share-based award activity were reflected incontrol the condensed consolidated statementsuse of income and comprehensive income as a component of the provision for income taxes, whereas they previously were recognized in equity. We also elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of ASU 2016-09 resulted in an immaterial net cumulative-effect adjustment, reflected as an increase to retained earnings as of January 1, 2017, mostly related to the recognition of the previously unrecognized excess tax benefits using the modified retrospective method. The previously unrecognized excess tax effects were recorded as an increase to deferred tax assets.
We adopted the aspects of the standard affecting the cash flow presentation retrospectively, and accordingly, to conform to the current year presentation, we reclassified$5 million and $21 million of tax deficiencies under financing activities to operating activitiesspecified assets for the years ended December 31, 2016 and 2015, respectively, on our condensed consolidated statements of cash flows. The presentation requirementslease term for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on our condensed consolidated statements of cash flows since such cash flows have historically been presented asoperating lease with a financing activity.term greater than one year.


   
64
67


FINANCIAL STATEMENTS 


RecentThe impact of our adoption of ASC 842 did not have a material impact on our income statement or cash flow statement. The impact on our balance sheets is as follows:
  December 31, 2019
(in millions) As reported Balance Using Previous Standard Increase (Decrease)
Balance sheet      
Assets      
Operating lease right-of-use assets $55
 $
 $55
Liabilities      
Operating lease liabilities 17
 
 17
Operating lease liabilities, noncurrent 48
 10
 38
Equity      
Accumulated deficit (219) (219) 

Recently issued accounting pronouncements
Lease arrangementsCredit Losses -In FebruaryJune 2016, the FASB issued ASU 2016-02-Leases. The amendment requires that lease arrangements longer than 12 months result in an entity recognizing lease assets and lease liabilities. Most significant impact is on those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.
The amendment is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. We plan to adopt beginning January 1, 2019 and are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements. It is anticipated that there will be a material increase to assets and lease liabilities for existing property leases representing our nationwide office locations not already included on our consolidated balance sheets.
2016-13 - Financial Instruments - In January 2016, the FASB issued ASU 2016-01-Recognition and Measurement of Financial Assets and Financial Liabilities. The amendment addresses various aspects of the recognition, measurement, presentation, and disclosure forCredit Losses (ASC Topic 326) which requires financial instruments. The amendment is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.
Revenue Recognition - In May 2014, the FASB issued ASU 2014-09-Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance under GAAP. The core principle of the guidance is that an entity should recognize revenue for the transfer of promised goods or services to customers that reflects the consideration to which the entity expectsassets to be entitled in exchange for those goods or services. The standard provides a five-step analysis of transactions to determine when and how revenue is recognized. In July 2015, the FASB deferred the effective date to annual reporting periods, and interim periods within those years, beginning after December 15, 2017. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method).
net amount expected to be collected. We will be required to use forward-looking information when evaluating an allowance for our accounts receivable, unbilled revenue and other financial assets measured at amortized cost. ASC Topic 326 also modifies the impairment guidance for available-for-sale debt securities to require an allowance for credit losses. We will adopt the new standardASC Topic 326 effective January 1, 20182020 using thea modified retrospective method. Under the modified retrospective method, the new standard will be appliedapproach through a cumulative-effect adjustment to all contracts initiated on or after the effective date. For contracts with remaining obligations as of the effective date, opening retained earnings will be adjusted for the cumulative effect of the change to the new standard as of the effective date.
Impacts on our revenue recognition includes:
Our annual service contracts with our clients that are cancellable with thirty days' notice will be considered 30-days contracts under the new standard;
Professional service revenues will be recognized on a completed contract basis which results in recognition at the time payroll is processed;
Our non-refundable set up fees will no longer be deferred but recognized as revenue when set up service is complete and will be allocated among professional service revenues and insurance revenues;
The majority of sales commissions that are currently expensed will be capitalized as contract assets and amortized over the estimated customer life.


65

FINANCIAL STATEMENTS

The consolidated balance sheet as of December 31, 2017, will be adjusted to reflect adoption of the standard:
(in millions) Increase (Decrease) under new guidance
Deferred revenue related to upfront recognition of non-refundable set up fees  
Other current liabilities $(4)
Other liabilities $(3)
Derecognition of previously accrued Professional Service Fees in unbilled revenue  
Worksite employee related assets $(7)
Contract assets related to deferral of sales commission expense associated with incomplete contracts as of
December 31, 2017
  
Other current assets $2
Other assets $1
Deferred tax liabilities, net of adjustment to deferred tax assets $2
Retained earnings $1
Statement of Cash Flows - In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 addresses diversity in practice from entities classifying and presenting transfers between cash and restricted cash as operating, investing or financing activities or as a combination of those activities in the statement of cash flows. The ASU requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the Statement of Cash Flows. As a result, transfers between such categories will no longer be presented in the Statement of Cash Flows. ASU 2016-18 is effective for the Company on January 1, 2018 using the retrospective method. As of December 31, 2017 and 2016, we had total restricted cash, restricted cash equivalents and payroll funds collected of $1.4 billion and $1.0 billion, respectively.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments). ASU 2016-15 addresses diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This standard addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for the Company on January 1, 2018.earnings. We are evaluating the effect that this guidance will have on the consolidated financial statements and related disclosures and do not expect the adoption of ASC Topic 326 to have a material impact to be material.on our financial statements.



66

FINANCIAL STATEMENTS

NOTE 2. CASH, CASH EQUIVALENTS AND INVESTMENTS
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 portionand noncurrent portions of these trust accounts as restricted cash and cash equivalents in WSE related assets, and long term portion 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 WSE related assetsrestricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other WSE related liabilities.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).

68


FINANCIAL STATEMENTS

Our total corporate and WSE related cash, cash equivalents and investments are summarized below:
 December 31, 2019December 31, 2018
(in millions)Cash and cash equivalentsAvailable-for-sale marketable securities
Certificate
of
deposits
TotalCash and cash equivalentsAvailable-for-sale marketable securities
Certificate
of
deposits
Total
Cash and cash equivalents$213
$
$
$213
$228
$
$
$228
Investments
68

68

54

54
Restricted cash, cash equivalents and investments        
Payroll funds collected1,018


1,018
783


783
Collateral for health benefits claims98


98
75


75
Collateral for workers' compensation claims62


62
66
1

67
Collateral to secure standby letter of credit





2
2
Other security deposits2


2
15


15
Total restricted cash, cash equivalents and investments1,180


1,180
939
1
2
942
Investments, noncurrent
125

125

135

135
Restricted cash, cash equivalents and investments, noncurrent        
Collateral for workers' compensation claims63
148
1
212
182
5

187
Total$1,456
$341
$1
$1,798
$1,349
$195
$2
$1,546

 December 31, 2017December 31, 2016
(in millions)Cash and cash equivalentsAvailable for sale marketable securities
Certificate
of
deposits
TotalCash and cash equivalentsAvailable for sale marketable securities
Certificate
of
deposits
Total
Cash and cash equivalents$336
$
$
$336
$184
$
$
$184
Restricted cash and cash equivalents15


15
15


15
Restricted cash, cash equivalents and investments, noncurrent        
Collateral for workers' compensation claims125
37

162
79
52

131
Worksite employee related assets        
Restricted cash, cash equivalents and investments, current        
Collateral for health benefits claims69


69
64


64
Collateral for workers' compensation claims98
1

99
65


65
Collateral to secure standby letter of credit

2
2


2
2
Total WSE related restricted cash, cash equivalents and investments, current167
1
2
170
129

2
131
Payroll funds collected1,095


1,095
826


826
Total$1,738
$38
$2
$1,778
$1,233
$52
$2
$1,287
NOTE 3. INVESTMENTS

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values and related maturities of securities available for saleour AFS investments as of December 31, 20172019 and 20162018 are presented below:
December 31, 2019December 31, 2018
(in millions)
Maturity
 (in years)
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesFair Value
December 31, 2017  
Asset-backed securities$30
$
$
$30
$33
$
$
$33
Corporate bonds123
1

124
99


99
U.S. government agencies and government-sponsored agencies14


14
7


7
U.S. treasuries>1-5 years$37
$
$
$37
163


163
46


46
Exchange traded fundN/A1


1




1


1
Certificates of deposit1


1




Other debt securities10


10
9


9
Total $38
$
$
$38
$341
$1
$
$342
$195
$
$
$195
  
December 31, 2016  
U.S. treasuries>1-5 years$51
$
$
$51
Exchange traded fundN/A1


1
Total $52
$
$
$52
There were immaterial realized gains orGross unrealized losses for the years ended December 31, 2017 and 2016. The fair value of our U.S. Treasury securities in an unrealized loss position represented 78% and 58% of the total fair value of all U.S. Treasury securities as of December 31, 20172019 and 2016, respectively.

2018 were not material.
Unrealized losses on fixed income securities are principally caused by changes in interest rates.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 bondcredit rating agencies have occurred, and industry analysts' reports. As we have the ability to hold these available for sale marketable securitiesinvestments 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.


   
67
69


FINANCIAL STATEMENTS 


NOTE 3. WORKSITE EMPLOYEE RELATED ASSETS AND LIABILITIES
WSE related assets and WSE related liabilitiesThe fair value of debt investments by contractual maturity are intended to be reviewed together when considering the financial position of the Company. Our clients direct the price and service specifications for payroll and payroll taxes and as a result, we are not the primary obligor for payroll and payroll tax payments and therefore record these amounts net in our statements of income and comprehensive income. However, we record without offset, accrued wages and payroll tax liabilities for WSEs in WSE related liabilities with the related payroll funds collected and unbilled revenues in WSE related assets. We have classified these assets and liabilities and other service related amounts collectively as WSE related, to present a clearer picture of the inter-relationship of the balances and distinguish these from our other corporate assets and liabilities.
In addition to unbilled revenues, accrued wages and payroll tax liabilities, other significant balances included in the WSE related assets and liabilities include:
Payroll funds collected represents cash collected from clients in advance to fund payroll and payroll taxes, and other payroll related liabilities;
Other payroll assets, which primarily include payroll tax receivables;
Client deposits, which represents indemnity guarantee payments received from clients and collections from clients in excess of payroll and other payroll related liabilities;
Other payroll withholdings, which primarily includes withholdings under 401(k) plans and flexible benefit plans.shown below:
(in millions)December 31, 2017December 31, 2016
Worksite employee related assets:  
Restricted cash, cash equivalents and investments$170
$131
Payroll funds collected1,095
826
Unbilled revenues
(net of advance collections of $12 and $9 at December 31, 2017
and 2016, respectively)
297
293
Accounts receivable20
5
Prepaid insurance premiums25
13
Workers' compensation collateral receivable1
2
Other payroll assets17
11
Total worksite employee related assets$1,625
$1,281
   
Worksite employee related liabilities:  
Accrued wages$289
$273
Client deposits52
56
Payroll tax liabilities981
692
Unpaid losses and loss adjustment expenses (less than 1 year):  
Health benefits loss reserves
(net of prepayments of $19 and $0 at December 31, 2017
and 2016, respectively)
151
129
Workers' compensation loss reserves
(net of collateral paid of $6 and $10 at December 31, 2017
and 2016, respectively)
67
64
Insurance premiums and other payables25
14
Other payroll withholdings53
48
Total worksite employee related liabilities$1,618
$1,276
Included in the payroll tax liabilities and insurance premiums and other payables were amounts relating to approximately 2,700 and 2,600 of our corporate employees at December 31, 2017 and 2016, respectively.


68

FINANCIAL STATEMENTS

NOTE 4. WORKERS' COMPENSATION LOSS RESERVES
(in millions) December 31, 2019 December 31, 2018 
One year or less $80
 $59
 
Over one year through five years 237
 120
 
Over five years through ten years 8
 3
 
Over ten years 17
 12
 
Total fair value $342

$194

The following summarizes the activities in the consolidated balance sheets for unpaid claimsgross proceeds from sales and claims adjustment expenses within workers' compensation assets and liabilities:
 Year Ended December 31,
(in millions)201720162015
Total loss reserves, beginning of year$255
$190
$148
Incurred   
Current year98
113
89
Prior years(6)28
27
Total incurred92
141
116
Paid   
Current year(14)(14)(16)
Prior years(78)(62)(58)
Total paid(92)(76)(74)
Total loss reserves, end of year$255
$255
$190
The following summarizes workers' compensation liabilities on the consolidated balance sheets:
(in millions) December 31,
2017
December 31,
2016
Total loss reserves, end of year
$255
$255
Collateral paid to carriers and offset against loss reserves (23)(32)
Total loss reserves, net of carrier collateral offset
$232
$223
    
Payable in less than 1 year (1) 
(net of collateral paid to carriers of $6 and $10 as of December 31, 2017 and 2016, respectively)
 67
64
Payable in more than 1 year
(net of collateral paid to carriers of $17 and $22 as of December 31, 2017 and 2016, respectively)
 165
159
Workers' Compensation Loss Reserves
$232
$223
(1) Included under WSE related liabilities within Note 3 to these consolidated financial statements.
Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the year ended December 31, 2017, the favorable development was primarily due to lower than expected severitymaturities of reported claims associated with office worker WSEs in recent accident years. For the year ended December 31, 2016, the adverse development was primarily due to higher than expected severity of reported claims associated with non-office WSEs in recent accident years. For the year ended December 31, 2015, the adverse development resulted from changes in estimates for ultimate losses associated with non-office WSEs.
As of December 31, 2017 and 2016, we had $63 million and $66 million, respectively, of collateral held by insurance carriers of which $23 million and $32 million was offset against workers' compensation loss reserves as the agreements permit and are net settled of insurance obligations against collateral held.

69

FINANCIAL STATEMENTS

NOTE 5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following:
(in millions)December 31, 2017December 31, 2016
Software$114
$88
Office equipment, including data processing equipment23
21
Leasehold improvements15
12
Furniture, fixtures, and equipment15
11
Projects in progress7
11
Total174
143
Less: Accumulated depreciation(104)(84)
Property and equipment, net$70
$59
Projects in progress consist primarily of development costs for internally developed software, which we capitalize and amortize on a straight-line basis over the estimated useful life. We recognized depreciation expense for capitalized internally developed software of $17 million, $10 million, and $5 millionAFS securities for the years ended December 31, 2019, 2018, and 2017 2016are shown below. We had immaterial realized gains and 2015, respectively.losses from sales of investments for the years ended December 31, 2019, 2018, and 2017.
 Year Ended December 31,
(in millions)201920182017
Gross proceeds from sales$76
$54
$
Gross proceeds from maturities83
47
14
Total$159
$101
$14

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 December 31, 2019 and 2018. There were no transfers between levels as of December 31, 2019 and 2018.

70


FINANCIAL STATEMENTS

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 December 31, 2019 and 2018:
(in millions)Level 1Level 2Total
December 31, 2019   
Cash equivalents:   
  Money market mutual funds$89
$
$89
  U.S. treasuries
3
3
Total cash equivalents89
3
92
Investments:  

Asset-backed securities
30
30
Corporate bonds
96
96
U.S. government agencies and government-sponsored agencies
5
5
U.S. treasuries
53
53
Other debt securities
10
10
Total investments
194
194
Restricted cash equivalents:  

Money market mutual funds42

42
U.S. treasuries
12
12
Certificate of deposit
2
2
Commercial paper14

14
Total restricted cash equivalents56
14
70
Restricted investments:  

Corporate bonds
28
28
U.S. government agencies and government-sponsored agencies
9
9
U.S. treasuries
110
110
Certificate of deposit
1
1
Total restricted investments
148
148
Total investments and restricted cash equivalents and investments$145
$359
$504


71


FINANCIAL STATEMENTS

(in millions)Level 1Level 2Total
December 31, 2018   
Cash equivalents:   
  Money market mutual funds$4
$
$4
  U.S. treasuries
1
1
Total cash equivalents4
1
5
Investments:   
Asset-backed securities
33
33
Corporate bonds
99
99
U.S. government agencies and government-sponsored agencies
7
7
U.S. treasuries
41
41
Other debt securities
9
9
Total investments
189
189
Restricted cash equivalents:   
Money market mutual funds48

48
Commercial paper20

20
Total restricted cash equivalents68

68
Restricted investments:  
U.S. treasuries
5
5
Exchange traded fund1

1
Certificate of deposit
2
2
Total restricted investments1
7
8
Total investments and restricted cash equivalents and investments$73
$197
$270

Fair Value of Financial Instruments Disclosure

Long-Term Debt
Our long-term debt is a floating rate debt and the fair value of our floating rate debt approximates its carrying value (exclusive of issuance costs) at December 31, 2019 and 2018. The fair value of our floating rate debt is estimated based on a discounted cash flow, which incorporates credit spreads and market interest rates to estimate the fair value and is considered Level 3 in the hierarchy for fair value measurement.
Derivative Instruments
In June 2019, we entered into an interest rate collar derivative transaction with no upfront premium to mitigate the risk of changes in interest rates on the interest payments on a portion of our floating rate debt. If short-term interest rates increase, we will incur higher interest expense on any future outstanding balances of floating rate debt. We use this derivative as part of our interest rate risk management strategy and designated it as a cash flow hedge. If interest rates rise above the cap strike rate on the contract, we will receive variable-rate amounts and if interest rates fall below the floor strike rate on the contract, we will pay variable-rate amounts.
The following table summarizes the fair value of our derivative instrument at December 31, 2019:
 December 31, 2019
    Fair Market Value
(in millions)Hedge typeFinal settlement dateNotional amountOther current assetsAccounts payable and other current liabilities
Derivatives designated as hedging instruments     
Collar - LIBORCash flowMay 2022$213
$
$


72


FINANCIAL STATEMENTS

The pre-tax effect of derivative instrument for year ended December 31, 2019 is insignificant and we estimate that an insignificant amount of net derivative gains or losses included in other comprehensive income will be reclassified into earnings within the following 12 months. There were no cash flows associated with the derivative for year ended December 31, 2019.
As of December 31, 2019, we do not hold, nor have we posted, any collateral related to the above derivative instrument.
The interest rate collar derivative is classified as Level 2 in the fair value hierarchy as its value is determined using observable inputs such as forward LIBOR curves.
NOTE 5. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net, consists of the following:
(in millions)December 31, 2019December 31, 2018
Software$174
$144
Office equipment, including data processing equipment27
27
Leasehold improvements24
21
Furniture, fixtures, and equipment17
15
Projects in progress3
2
Total245
209
Less: Accumulated depreciation(160)(130)
Property and equipment, net$85
$79

Projects in progress consist primarily of development costs for internally developed software, which we capitalize and amortize on a straight-line basis over the estimated useful life.
The following table summarizes our depreciation expense and capitalized internally developed software costs and related depreciation expense.
 Year Ended December 31,
(in millions)201920182017
Depreciation expense$41
$35
$28
Capitalized internally developed software costs31
33
29
Depreciation expense for capitalized internally developed software costs29
24
17

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
The following summarizes goodwill and other intangible assets:
  December 31, 2019December 31, 2018
(in millions)Weighted Average Amortization PeriodGross Carrying AmountAccumulated Amortization
Net
Carrying Amount
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Goodwill $289
$
$289
$289
$
$289
Amortizable intangibles:       
Customer contracts10 years90
(76)14
90
(71)19
Developed technology5 years5
(4)1
5
(3)2
Total $95
$(80)$15
$95
$(74)$21

  December 31, 2017December 31, 2016
(in millions)Weighted Average Amortization PeriodGross Carrying AmountAccumulated Amortization
Net
Carrying Amount
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Goodwill $289
$
$289
$289
$
$289
Amortizable intangibles:       
Customer contracts10 years210
(187)23
210
(182)28
Trademark3 years17
(17)
17
(17)
Developed technology5 years6
(3)3
5
(2)3
Noncompete agreements3 years2
(2)
2
(2)
Total $235
$(209)$26
$234
$(203)$31
Amortization of intangible assets during the years ended December 31, 2019, 2018 and 2017 was $5 million for each period. We evaluate the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the estimated remaining useful life. On October 1, 2016, we adjusted the estimated useful lives of customer contracts acquired from Ambrose, from a previously estimated useful life of 5 years to 10 years.
Expense related to intangibles amortization in future periods as of December 31, 2017 is expected to be as follows:
Year ending December 31:Amount
(in millions)
2018$5
20195
20205
20214
2022 and thereafter7
Total$26


   
70
73


FINANCIAL STATEMENTS

Expense related to intangibles amortization in future periods as of December 31, 2019 is expected to be as follows:
Year ending December 31:Amount
(in millions)
2020$5
20214
20224
20232
Total$15

NOTE 7. ACCRUED WORKERS' COMPENSATION COSTS
The following table summarizes the accrued workers’ compensation cost activity for the years ended December 31, 2019, 2018 and 2017:
 Year Ended December 31,
(in millions)201920182017
Total accrued costs, beginning of year$238
$255
$255
Incurred   
Current year72
80
98
Prior years(31)(28)(6)
Total incurred41
52
92
Paid   
Current year(14)(12)(14)
Prior years(51)(57)(78)
Total paid(65)(69)(92)
Total accrued costs, end of year$214
$238
$255
The following table summarizes workers' compensation liabilities on the consolidated balance sheets:
(in millions) December 31, 2019December 31, 2018
Total accrued costs, end of year
$214
$238
Collateral paid to carriers and offset against accrued costs (9)(13)
Total accrued costs, net of carrier collateral offset
$205
$225
    
Payable in less than 1 year
(net of collateral paid to carriers of $3 as of December 31, 2019 and 2018)
 $61
$67
Payable in more than 1 year
(net of collateral paid to carriers of $6 and $10 as of December 31, 2019 and 2018, respectively)
 144
158
Total accrued costs, net of carrier collateral offset
$205
$225
Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the years ended December 31, 2019 and December 31, 2018, the favorable development was primarily due to lower than expected severity development on claims that had previously been reported, as well as a lower than expected reported claim frequency. For the year ended December 31, 2017, the favorable development was primarily due to lower than expected severity of reported claims associated with office worker WSEs in recent accident years.
As of December 31, 2019 and 2018, we had $46 million and $57 million, respectively, of collateral held by insurance carriers of which $9 million and $13 million, respectively, was offset against accrued workers' compensation costs as the agreements permit and are net settled of insurance obligations against collateral held.

74

FINANCIAL STATEMENTS 


NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS8. LEASES
Fair Value MeasurementsOur leasing activities predominantly consist of leasing office space that we occupy, which we have classified as operating leases. Our leases are comprised of fixed payments with remaining lease terms of 1 to 9 years, some of which include options to extend for up to 15 years. As of December 31, 2019, we have not included any options to extend or cancel in the calculation of our lease liability or ROU asset. We do not have any significant residual value guarantees or restrictive covenants in our leases.
During the year ended December 31, 2019, we recognized operating lease expense of $19 million.
During the year ended December 31, 2019, we paid $17 million to reduce operating lease liabilities and recognized $17 million in new operating lease liabilities in exchange for ROU assets.
As of December 31, 2019, the weighted average remaining lease term on a Recurring Basis
The following table summarizes our financial instruments by significant categories and fair value measurement on a recurring basisoperating leases was 6.1 years. Future minimum lease payments as of December 31, 20172019 and 2016:December 31, 2018 were as follows:
(in millions)Level 1Level 2Total
December 31, 2017   
Restricted cash equivalents:   
Money market mutual funds$199
$
$199
Commercial paper21

21
Total restricted cash equivalents220

220
Restricted investments:   
U.S. Treasuries37

37
Exchange traded fund1

1
Certificate of deposit
2
2
Total restricted investments38
2
40
Total restricted cash equivalents and investments$258
$2
$260
    
December 31, 2016   
Restricted cash equivalents:   
Money market mutual funds$117
$
$117
Commercial paper23

23
Total restricted cash equivalents140

140
Restricted investments:   
U.S. Treasuries51

51
Exchange traded fund1

1
Certificate of deposit
2
2
Total restricted investments52
2
54
Total restricted cash equivalents and investments$192
$2
$194
(in millions)
December 31, 2019 (1)
December 31, 2018 (2)
2019$
$18
202019
17
202111
11
202210
9
20239
8
20246
5
2025 and thereafter19
20
Total future minimum lease payments$74
$88
Less: imputed interest(9)
N/A(3)

Total operating lease liabilities$65
N/A(3)

Current portion17
N/A(3)

Non-current portion48
N/A(3)


(1) Presented in accordance with ASC 842.
Restricted Cash Equivalents(2) Presented in accordance with ASC 840.

(3) N/A - Not Applicable under ASC 840.
The Company's restricted cash equivalents include money market mutual funds and commercial paper. The carrying value of cash equivalents approximate their fair values due to the short-term maturities and are classified as Level 1 in the fair value hierarchy because we use quoted market prices that are readily available in an active market to determine the fair value.

NOTE 9. LONG-TERM DEBT
Restricted Investments

The Company's restricted investments include U.S. Treasuries, an exchange traded fund and a certificate of deposit. The U.S. Treasuries and exchange traded fund are classified as Level 1 securities in the fair value hierarchy as we use active quoted market prices that are readily available in an active market to determine fair value. The certificate of deposit is classified as Level 2 in the fair value hierarchy as we use a market approach that compares the fair values on certificates with similar maturities.

The Company did not have any Level 3 financial instruments asAs of December 31, 2017. There2019 and 2018, long-term debt consisted of the following:
(in millions)December 31,
2019
December 31,
2018
2018 Term Loan A392
414
Total term loans392
414
Deferred loan costs(1)(1)
Less: current portion(22)(22)
Long-term debt, noncurrent$369
$391
   
Annual contractual interest rate3.42%4.15%
Effective interest rate3.52%4.25%


In June 2018 we entered into a $425 million term loan A (our 2018 Term Loan) under our new credit agreement (2018 Credit Agreement). The proceeds of the 2018 Term Loan were no transfers between levels as of December 31, 2017 and 2016.used to repay our previously outstanding term loans.




   
71
75


FINANCIAL STATEMENTS 

Fair Value of Financial Instruments Disclosures

Notes Payable


The carrying value of our notes payable at December 31, 2017 and 2016 was $425 million and $462 million, respectively. The estimated fair values of our notes payable at December 31, 2017 and 2016 were $428 million and $463 million, respectively. These valuations are considered Level 2 in the hierarchy for fair value measurement and are based upon quoted market prices.
NOTE 8. NOTES PAYABLE
As of December 31, 2017 and 2016, notes payable consisted of the following:
(in millions)December 31,
2017
December 31,
2016
Annual
Contractual
Interest Rate
Effective Interest RateMaturity
Date
Term loan A$303
$330
3.95%
(1) 
4.07%July 2019
Term loan A-2122
132
3.83%
(2) 
3.90%July 2019
Total term loans425
462
    
Deferred loan costs(2)(3)    
Less: current portion(40)(37)    
Non-current term portion$383
$422
    
(1)Bears interest at LIBOR plus 2.25% or the prime rate plus 1.25% at our option, subject to certain rate adjustments based upon our total leverage ratio.
(2)Bears interest at LIBOR plus 2.125% or the prime rate plus 1.125% at our option, subject to certain rate adjustments based upon our total leverage ratio.
In July 2016, we refinanced our Amended and Restated First Lien2018 Credit Agreement (Credit Agreement). We replaced $135 million of outstanding tranche B term loans maturing July 2017 with substantially the same amount of new tranche A-2 term loans maturing July 2019. The $342 million of existing tranche A term loans and the $75includes a $250 million revolving credit facility were not refinanced. As part(our 2018 Revolver), which will be used solely for working capital and other general corporate purposes. The 2018 Revolver includes capacity for a $20 million swingline facility. Letters of credit issued pursuant to the $135 million refinancing transaction, $58 million was recorded as an extinguishment, and $77 million was rolled over intorevolving credit facility reduce the new tranche A-2 term loans and was treated as a debt modification.
The proceeds of the tranche A-2 term loans were used to: (i) refinance the remaining tranche B term loans outstandingamount available for borrowing under the Credit Agreement2018 Revolver. At December 31, 2019, we had $16 million of letters of credit outstanding and (ii) pay related fees and expenses. As a resultremaining capacity of refinancing our syndicated loan, approximately $1$234 million in fees and costs were incurred, of which a portion was recorded as deferred loan costs for continuing lenders withunder the remainder expensed for those lenders no longer included in the loan syndicate.2018 Revolver.
Interest on term loansour 2018 Term Loan is payable quarterly.quarterly and is variable based on LIBOR plus 1.625% or the prime rate plus 0.625%, at our option, subject to certain rate adjustments based upon our total leverage ratio. At December 31, 2019, the interest rate was based on LIBOR plus 1.625%. We are required to pay a quarterly commitment fee of 0.50% which may decrease to 0.38% based on our total leverage ratio, on the daily unused amount of the commitments under the revolving credit facility,our 2018 Revolver, as well as fronting fees and other customary fees for letters of credit issued under the revolving credit facility.our 2018 Revolver, which is subject to adjustments based on our total leverage ratio.
Borrowings under our 2018 Term Loan and 2018 Revolver are secured by substantially all of our assets, other than excluded assets as defined in our 2018 Credit Agreement, which includes certain customary assets, assets held in trusts as collateral and WSE related assets.

We are permitted to make voluntary prepayments at any time without payment of a premium. We are required to make mandatory prepayments of term loans (without payment of a premium) with (i) net cash proceeds from issuances of debt (other than certain permitted debt), and (ii) net cash proceeds from certain non-ordinary course asset sales and casualty and condemnation proceeds (subject to reinvestment rights and other exceptions).

The 2018 Credit Agreement contains certain financial covenants and restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of indebtedness (other than our 2018 Term Loan and our 2018 Revolver), dividends, distributions and transactions with affiliates, as well as minimum interest coverage and maximum total leverage ratio requirements. We were in compliance with all financial covenants under the credit facilities at December 31, 2019.
The remaining balance of our 2018 Term Loan will be repaid in quarterly installments in aggregate annual amounts as follows:
 Year ending December 31, 
(in millions)20202021202220232024Thereafter
Term loan repayments$22
$22
$22
$326
$
$

NOTE 10. COMMITMENTS AND CONTINGENCIES
Contingencies
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.

   
72
76


FINANCIAL STATEMENTS 

The tranche A and A-2 term loans will be repaid in quarterly installments in aggregate annual amounts as follows (in millions):
 Year ending December 31, 
 20182019Total
Term loan repayments$42
$383
$425
The Credit Agreement contains customary representations and warranties, and customary affirmative and negative covenants applicable to us, including, among other things, restrictions on indebtedness, liens, investments, mergers, and other dispositions.
Our credit facility is free of net income restrictions. In addition, our credit facility permits us to make customary payments that would otherwise be restricted, such as day-to-day intragroup payments or dividends and repurchase of shares granted under our equity plans.
The Credit Agreement restricts our ability to make certain types of payments including dividends and stock repurchases and other similar distributions, though such payments may generally be made as long as our total leverage ratio remains below 3.00 to 1.00 and there exists no default under the Credit Agreement.
The financial covenants under the Credit Agreement require us to maintain a minimum consolidated interest coverage ratio of at least 3.50 to 1.00 at December 31, 2017 and 2016 and a maximum total leverage ratio of 3.75 to 1.00 and 4.25 to 1.00 at December 31, 2017 and 2016, respectively. We were in compliance with these financial covenants under the credit facilities at December 31, 2017 and 2016.
The credit facility is secured by substantially all of our assets, other than excluded assets as defined in the Credit Agreement, which includes certain customary assets, assets held in trusts as collateral and WSE related assets.
The Company has a $75 million revolving credit facility. For additional information regarding these facilities, refer to Note 13 in this Form 10-K.

NOTE 9. STOCKHOLDERS’ EQUITY11. STOCK BASED COMPENSATION
Common Stock
Upon closing of our IPO in March 2014, we issued 15,000,000 shares of common stock at a public offering price $16 per share, for an aggregate offering price of $240 million, resulting in net proceeds to us of $217 million, after deducting underwriting discounts and commissions of approximately $17 million and offering expenses of approximately $6 million.
Equity-BasedEquity Based Incentive Plans
In December 2009, the board of directors approved the 2009Our 2019 Equity Incentive Plan (the 20092019 Plan) which, approved in May 2019, provides for the grant of various equitystock awards, to eligible employees, directors, and consultants including stock options, restricted stock unit (time-based and performance-based)RSUs, RSAs, and other stock awards. Shares available for grant as of December 31, 2017 were 92019 was approximately 3 million.
The 2009 Equity Incentive Plan (the 2009 Plan), was terminated, replaced and superseded by the 2019 Plan, except that any outstanding awards granted under the 2009 Plan remain in effect pursuant to their terms.
Stock Options
Stock options are granted to employees under the 2009 Plan at exercise prices equal to the fair market value of our common stock on the dates of grant. OptionsStock options generally have a maximum contractual term of 10 years. OptionsStock options generally vest over 4 years, and are generally vested over four years, based on continued service. Stock options are forfeited if the employee ceases to be employed by usterminates service prior to vesting.

The following table summarizes stock option activity under our equity-based plan for the year ended December 31, 2019:
 Number
of Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Balance at December 31, 2018655,515
$12.90
4.91$19
Exercised(187,504)10.80



Expired(6,000)0.50
  
Balance at December 31, 2019462,011
$13.90
4.02$20
Exercisable at December 31, 2019462,011
$13.90
4.02$20
Vested and expected to vest at December 31, 2019462,011
$13.90
4.02$20

 Year Ended December 31,
Additional Disclosures for Stock Options (in millions)201920182017
Total fair value of options vested$1
$4
$7
Total intrinsic value of options exercised9
24
36
Cash received from options exercised2
7
11

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 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. Awards granted in 2019 and 2018 are based on a single-year performance period subject to subsequent multi-year 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.

   
73
77


FINANCIAL STATEMENTS 


The following table summarizes stock optiontables summarize RSU and RSA activity under our equity-based plans for the year ended December 31, 2017:2019:
 Number
of Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Balance at December 31, 20162,815,224
$9.96
6.66$46
Granted

  
Exercised(1,441,957)7.43
  
Forfeited(64,107)15.95
  
Expired(12,297)33.51
  
Balance at December 31, 20171,296,863
$12.27
5.87$41
Exercisable at December 31, 20171,140,450
$10.85
5.75$38
Vested and expected to vest at December 31, 20171,296,863
$12.27
5.87$41
 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, 20181,560,685
98,445
1,659,130
$33.88
Granted616,224

616,224
60.99
Vested(891,633)(37,309)(928,942)32.53
Forfeited(180,547)
(180,547)38.89
Nonvested at December 31, 20191,104,729
61,136
1,165,865
$48.47
 Performance-based RSUs and RSAs
 
Total Number
of RSUs
Total Number
of RSAs
Total Number Shares
Weighted-Average
Grant Date
Fair Value
Nonvested at December 31, 2018176,869
248,347
425,216
$42.02
Granted83,110

83,110
59.83
Vested(155,589)(122,387)(277,976)39.45
Cancelled(61,400)
(61,400)61.75
Forfeited(27,238)(11,103)(38,341)41.52
Nonvested at December 31, 201915,752
114,857
130,609
$49.70

 Year Ended December 31,
Additional Disclosures for Stock Options201720162015
Weighted-average grant date fair value of stock optionsN/A
N/A
$12.73
Total fair value of options vested (in millions)$7
$7
$12
Total intrinsic value of options exercised (in millions)$36
$21
$53
Cash received from options exercised (in millions)$11
$5
$7
Restricted Stock Units
Restricted stock units are subject to time-based or performance-based vesting conditions:
The time-based restricted stock units (RSUs) granted to non-employee directors generally fully vest on the first anniversary of the grant date;
The RSU granted to employees are generally subject to vesting ratably on a quarterly basis over four years;
For new hires, one quarter of the total RSUs granted are subject to vesting on the first anniversary of the grant date. The remaining RSUs vest ratably on a quarterly basis over three years;
The performance-based restricted stock units (PSUs) are subject to vesting based on our achievement of the financial performance metrics and other goals that are established at the grant date. Depending on the results achieved, the actual number of shares to be granted may range from 0% to 200% of the target share value. Compensation expense is recognized ratably over the vesting period based on the probability of the number of awards expected to vest at each reporting date.
The financial performance metric established for the PSUs granted during fiscal year 2015, represents cumulative annual growth rate in our Net Service Revenues as defined in the grant notice over three-year performance periods.
The financial performance metric established for the PSUs granted during fiscal year 2017, represents annual growth rates in our Net Service Revenues and our Cash from Operations as defined in the grant notice. The PSUs will vest 50% in 2018 and the remaining in 2019.
Unvested restricted stock units are forfeited if the employee ceases to be employed by us prior to vesting.

 Time-based RSUs and RSAs
 Year Ended December 31,
Additional Disclosures for equity-based plans201920182017
Total grant date fair value of shares granted (in millions)$38
$38
$37
Total grant date fair value of shares vested (in millions)$30
$28
$21
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees315,762
348,010
332,857
 Performance-based RSUs and RSAs
 Year Ended December 31,
Additional Disclosures for equity-based plans201920182017
Total grant date fair value of shares granted (in millions)$4
$14
$10
Total grant date fair value of shares vested (in millions)$11
$7
$
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees135,877
110,222
2,244
74


FINANCIAL STATEMENTS

The following table summarizes RSU and PSU activity under our equity-based plans for the year ended December 31, 2017:
 RSUsPSUs
 Number of Units
Weighted-Average
Grant Date
Fair Value
Number of Units
Weighted-Average
Grant Date
Fair Value
Nonvested at December 31, 20162,323,051
$20.32
149,412
$33.51
Granted1,231,507
29.73
330,674
29.69
Vested(1,012,834)20.93
(7,518)33.51
Forfeited(292,063)23.14
(18,894)33.51
Nonvested at December 31, 20172,249,661
$24.83
453,674
$30.72

 RSUs PSUs
 Year Ended December 31, Year Ended December 31,
Additional Disclosures for equity-based plans201720162015 201720162015
Total grant date fair value of shares granted (in millions)$37
$42
$31
 $10
$
$6
Total grant date fair value of shares vested (in millions)$21
$16
$4
 $
$
$
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees332,857
217,769
35,379
 2,244



Employee Stock Purchase Plan

Our 2014 Employee Stock Purchase plan (ESPP) offers eligible employees an option to purchase shares of our common stock through a payroll deduction.deductions. The purchase price is equal to the lesser of 85% of the fair market value of our common stock on the offering date or 85% of the fair market value of our common stock on the applicable purchase date. Offering periods are approximately six months in duration and will end on or about May 15 and November 15 of each year. Employees may contribute a minimum of 1% and a maximum of 15% of their earnings. The plan is considered to be a compensatory plan. We issued 224,928, 283,644, and 272,836 shares under the ESPP during 2017, 2016 and 2015, respectively. As of December 31, 2017,2019, approximately 23 million shares were reserved for future issuances under the ESPP.
Stock-Based Compensation
The fair value of our RSUs and PSUs is equal to the fair value of our common stock on the grant date. The fair value of stock options and the ESPP is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
 Stock Option AssumptionsESPP Assumptions
Year Ended December 31,Expected Term (in Years)Expected VolatilityRisk-Free Interest RateExpected Dividend YieldExpected Term (in Years)Expected VolatilityRisk-Free Interest RateExpected Dividend Yield
2017N/AN/A
N/A
N/A
0.5028-37%0.62-1.42%0%
2016N/AN/A
N/A
N/A
0.5032-76%0.33-0.62%0%
20156.0839%1.73%0%0.5034-76%0.07-0.33%0%


   
75
78


FINANCIAL STATEMENTS 


In applying the Black Scholes option valuation model for the ESPP options, we use the following assumptions:
 Year Ended December 31,
(in millions)201920182017
Expected Term (in Years)0.5
0.5
0.5
Expected Volatility27-42%
27-37%
28-37%
Risk-Free Interest Rate1.6-2.5%
1.42-2.5%
0.62-1.42%
Expected Dividend Yield0%0%0%
    
Shares Issued under ESPP207,324
175,966
224,928

Stock Based Compensation
Stock based compensation expense is measured based on the fair value of the stock optionaward on the grant date and recognized over the requisite service period for each separately vesting portion of the stock option award. Stock-basedStock based compensation expense and other disclosures for stock-basedstock based awards made to our employees pursuant to the equity plans was as follows: 
Year Ended December 31,Year Ended December 31,
(in millions)201720162015201920182017
Cost of providing services$8
$7
$4
$8
$10
$8
Sales and marketing6
6
4
3
8
6
General and administrative14
11
8
28
22
14
Systems development and programming costs4
2
2
2
4
4
Total stock-based compensation expense$32
$26
$18
Income tax benefit related to stock-based compensation expense$7
$9
$6
Total stock based compensation expense$41
$44
$32
Total stock based compensation capitalized$1
$
$
Income tax benefit related to stock based compensation expense$11
$11
$7
Tax benefit realized from stock options exercised and similar awards$28
$7
$20
$18
$23
$28
The table below summarizes unrecognized compensation expense for the year ended December 31, 20172019 associated with the following:
 Amount
(in millions)
Weighted-Average Period (in Years)
Nonvested stock options$
0
Nonvested RSUs51
2.27
Nonvested RSAs2
0.49


 Amount
(in millions)
Weighted-Average Period (in Years)
Nonvested stock options$1
0.76
Nonvested RSUs$50
2.43
Nonvested PSUs$7
1.50
79


FINANCIAL STATEMENTS

NOTE 12. STOCKHOLDERS' EQUITY
Common Stock
The following table shows the beginning and ending balances of our issued and outstanding common stock for the year ended December 31, 2019, 2018, and 2017:
 Year Ended
December 31,
 201920182017
Shares issued and outstanding, beginning balance70,596,559
69,818,392
69,015,690
Issuance of common stock from vested restricted stock units1,036,119
1,634,271
1,020,352
Issuance of common stock from exercise of stock options187,504
617,157
1,441,957
Issuance of common stock for employee stock purchase plan207,324
175,966
224,928
Repurchase of common stock(2,510,376)(1,190,995)(1,549,434)
Awards effectively repurchased for required employee withholding taxes(451,639)(458,232)(335,101)
Shares issued and outstanding, ending balance69,065,491
70,596,559
69,818,392

Stock Repurchases
During 2017, 2016, and 2015, theOn February 6, 2019, our board of directors authorized $120a $300 million $100 millionincremental increase to our ongoing stock repurchase program. This repurchase authorization has no expiration. We retire shares in the period they are acquired and $50 million, respectively of outstanding common stockaccount for the payment as a reduction to be repurchased with no expiration fromstockholders' equity.
The following table summarizes the date of authorization. share repurchases under this program for the years ended December 31, 2019, 2018 and 2017:
 Year Ended
December 31,
(in millions, except per share data)201920182017
Total cost$140
$61
$44
Total shares2,510,376
1,190,995
1,549,434
Average price per share$55.64
$51.22
$34.46

As of December 31, 2017, approximately $1362019, $236 million remainedremains available for repurchase pursuantunder all authorizations approved by the board of directors.

80


FINANCIAL STATEMENTS

NOTE 13. INCOME TAXES
Provision for Income Taxes
We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. We are not subject to any material income tax examinations in federal or state jurisdictions for tax years prior to January 1, 2015. The provision for income taxes consists of the following:
 Year Ended December 31,
(in millions)201920182017
Current:   
Federal$53
$41
$46
State12
7
1
 Total Current65
48
47
Deferred:   
Federal(2)(3)12
State(5)4
3
Revaluation due to legislative changes

(40)
Total Deferred(7)1
(25)
Total$58
$49
$22

Certain prior year amounts have been reclassified to conform to current period presentation. The U.S. federal statutory income tax rate reconciled to our effective tax rate is as follows:
 Year Ended December 31,
 201920182017
(in millions, except percent)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)
 $270
  $241
  $200
  
U.S. federal statutory tax rate $57
21 % $51
21 % $70
35 %
State income taxes, net of federal benefit 20
7
 18
8
 10
5
Tax rate change 

 

 (40)(20)
Nondeductible meals, entertainment and penalties 1

 1

 1

Stock based compensation (1)
 (9)(4) (15)(7)
Uncertain tax positions 

 1

 4
2
Tax credits (7)(3) (5)(2) (4)(2)
State and tax return to provision adjustments (8)(3) (7)(3) (5)(3)
Sec 199 benefits (1)
 

 (3)(1)
Other (3)(1) (1)
 4
2
Total $58
21 % $49
20 % $22
11 %

Our effective income tax rate increased by 1% to 21% in 2019 from 20% in 2018. The increase was primarily attributable to one-time expenses associated with stock repurchase program. During 2017,based compensation and a reduction from excess tax benefits related to stock-based compensation. These increases were partially offset by a one-time benefit associated with prior year tax expense and changes in valuation allowance.
The revaluation of deferred taxes from changes in the statutory tax rates resulted in a discrete tax benefit representing an immaterial amount in 2019 and 2018, and 20% for the year ended December 31, 2017.

81

FINANCIAL STATEMENTS

Deferred Income Taxes
Significant components of our deferred tax assets and liabilities are as follows:
 Year Ended December 31,
(in millions)20192018
Deferred tax assets:  
Net operating losses (federal and state)$3
$3
Accrued expenses10
8
Accrued workers' compensation costs9
9
Stock based compensation3
8
Tax benefits relating to uncertain positions1

Tax credits (federal and state)7
7
Total33
35
Valuation allowance(5)(7)
Total deferred tax assets28
28
Deferred tax liabilities:  
Depreciation and amortization(27)(24)
Deferred service revenues(41)(62)
Prepaid health plan expenses(1)
Prepaid commission expenses(19)(9)
Total deferred tax liabilities(88)(95)
Net deferred tax liabilities$(60)$(67)

As of December 31, 2019 and 2018, we have various state net operating loss carryforwards of $53 million and $61 million, respectively, which, if unused, will expire in years 2020 through 2039 with the exception of an immaterial amount that will be carried forward indefinitely. As of December 31, 2019 and 2018, we have state tax credit carryforwards (net of federal benefit) of $6 million and $7 million, respectively available that will begin expiring in 2021, which are offset by a valuation allowance of $4 million and $6 million as of December 31, 2019 and 2018, respectively.
The provision for income taxes for the year ended December 31, 2019 included $8 million of excess tax benefits resulting from equity incentive plan activities.
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 2015,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 repurchased 1,549,434 shares, 3,414,675 sharesfiled our answering brief on July 24, 2019 to which the government filed its reply brief on September 6, 2019. We will continue to vigorously defend our position through the litigation process. Given the uncertainty of the outcome of any appeal, it remains possible that our recovery of the refund will be less than the total amount in dispute.

82

FINANCIAL STATEMENTS

Valuation Allowance
We have recorded a valuation allowance to reflect the estimated amount of deferred tax assets that may not be realized. A reconciliation of the beginning and 1,895,625 shares,ending amount of the valuation allowance is presented in the table below:
 Year Ended December 31,
(in millions)201920182017
Valuation allowance at January 1$7
$7
$6
Credited/ charged to net income(2)
1
Valuation allowance at December 315
7
7

Uncertain Tax Positions
As of December 31, 2019 and 2018, the total unrecognized tax benefits related to uncertain income tax positions, which would affect the effective tax rate if recognized, were $7 million and $6 million, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is presented in the table below:
 Year Ended December 31,
(in millions)201920182017
Unrecognized tax benefits at January 1$6
$6
$1
Additions for tax positions of prior periods1
1
4
Additions for tax positions of current period1

1
Reductions for tax positions of prior period:   
Lapse of applicable statute of limitations(1)(1)
Unrecognized tax benefits at December 31$7
$6
$6

As of December 31, 2019 and 2018, the total amount of gross interest and penalties accrued were immaterial. The unrecognized tax benefit, including accrued interest and penalties, is included in other liabilities on the consolidated balance sheet.
It is reasonably possible the amount of the unrecognized benefit could increase or decrease within the next twelve months, which would have an impact on net income.

83

FINANCIAL STATEMENTS

NOTE 10.14. EARNINGS PER SHARE (EPS)
Basic EPS is computed based on the weighted average numbershares of common stocksstock outstanding during the period. Diluted EPS is computed based on those shares used in the basic EPS computation, plus potentially dilutive shares issuable under our equity-based compensation plans using the treasury stock method. Shares that are potentially anti-dilutive are excluded.

76

FINANCIAL STATEMENTS

The following table presents the computation of our basic and diluted EPS attributable to our common stock:
 Year Ended December 31,
(in millions, except per share data)201920182017
Net income$212
$192
$178
Weighted average shares of common stock outstanding70
70
69
Basic EPS$3.04
$2.72
$2.57
    
Net income$212
$192
$178
Weighted average shares of common stock outstanding70
70
69
Dilutive effect of stock options and restricted stock units1
2
2
Weighted average shares of common stock outstanding71
72
71
Diluted EPS$2.99
$2.65
$2.49
    
Common stock equivalents excluded from income per
diluted share because of their anti-dilutive effect
1
1
2
 Year Ended December 31,
(In millions, except per share data)201720162015
Net income$178
$61
$32
Weighted average shares of common stock outstanding69
70
70
Basic EPS$2.57
$0.88
$0.45
    
Net income$178
$61
$32
Weighted average shares of common stock69
70
70
Dilutive effect of stock options and restricted stock units2
2
3
Weighted average shares of common stock outstanding71
72
73
Diluted EPS$2.49
$0.85
$0.44
    
Common stock equivalents excluded from income per
diluted share because of their anti-dilutive effect
2
1
1

NOTE 11.15. 401(k) PLAN
The Company maintains a defined contribution 401(k) plan for the benefit of corporate employees. Under our 401(k) plan, corporate participantseligible employees may direct the investmentelect to contribute based on their eligible compensation. The Company matches a portion of employee contributions, which amounted to their accounts among certain investments. We match individual employee 401(k) plan contributions at the rate of $0.50 for every dollar contributed by employees subject to a cap. We recorded matching contributions to the 401(k) plan of$14 million, $11 million, and $6 million $5 million, and $5 million duringfor the years ended December 31, 2019, 2018, and 2017, 2016, and 2015, respectively, which are reflected in various operating expense lines within the accompanying consolidated statements of income and comprehensive income.respectively.
We also maintain multiple employer defined contribution plans, which cover WSEs for client companies electing to participate in the plan and for their internal staff employees. We contribute, on behalf of each participating client, varying amounts based on the clients’ policies and serviced employee elections.
NOTE 12. INCOME TAXES
Provision for Income Taxes
The provision for income taxes consists of the following:
 Year Ended December 31,
(in millions)201720162015
Current:   
Federal$46
$1
$9
State1

4
 Total Current47
1
13
Deferred:   
Federal12
38
12
State3
5

Revaluation due to legislative changes(40)(1)3
Total Deferred(25)42
15
Total$22
$43
$28

77

FINANCIAL STATEMENTS

The U.S. federal statutory income tax rate reconciled to our effective tax rate is as follows:
 Year Ended December 31,
 201720162015
(In millions, except percent)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)Pre-Tax IncomeTax Expense/(Benefit)Percent of Pre-Tax Income (Loss)
 $200
  $104
  $60
  
U.S. federal statutory tax rate $70
35 % $37
35 % $21
35 %
State income taxes, net of federal benefit 10
5
 4
4
 4
7
Tax rate change (40)(20) (1)(1) 3
5
Nondeductible meals, entertainment and penalties 1

 4
4
 2
3
Stock-based compensation (15)(7) 1
1
 1
1
Uncertain tax positions 4
2
 

 

Tax credits (3)(1) (1)(1) (2)(2)
State and tax return to provision adjustment (5)(3) (1)(1) 

Sec 199 benefits (3)(1) 

 

Other 3
1
 

 (1)(2)
Total $22
11 % $43
41 % $28
47 %
Our effective income tax rate decreased by 30% from 41% in 2016 to 11% in 2017. The decrease was primarily attributable to a revaluation of deferred taxes due to federal legislative changes enacted in the fourth quarter ended December 31, 2017. The remaining decrease consisted of tax benefits recognized from excess tax benefits related to stock-based compensation, qualified production activities deduction for certain software offerings pursuant to Internal Revenue Code Section 199 and an increase in tax credits, partially offset by an increase in uncertain tax positions.
The revaluation of deferred taxes resulted in discrete tax (benefit)/expense representing (20)%, (1)% and 5% of the effective tax rate for the years ended December 31, 2017, 2016 and 2015, respectively.
FINANCIAL STATEMENTS

Deferred Income Taxes
Significant components of our deferred tax assets and liabilities are as follows:
 Year Ended December 31,
(in millions)20172016
Deferred tax assets:  
Net operating losses (federal and state)$4
$4
Accrued expenses6
11
Accrued workers' compensation costs8
13
Stock-based compensation8
6
Tax benefits relating to uncertain positions1

Tax credits (federal and state)9
6
Total36
40
Valuation allowance(7)(6)
Total deferred tax assets29
34
Deferred tax liabilities:  
Depreciation and amortization(13)(8)
Deferred service revenues(79)(114)
Prepaid health plan expenses(3)(4)
Total deferred tax liabilities(95)(126)
Net deferred tax liabilities$(66)$(92)
We recorded a change of $1 million to the valuation allowance to $7 million in 2017 from $6 million in 2016, related to certain state net operating loss and state tax credit carryforwards adjusted in the current year that may not be utilized prior to expiration. We have $78 million in multiple state net operating loss carryforwards as of December 31, 2017 and have utilized all of the federal net operating loss carryforwards. The state net operating loss carryforwards will begin expiring in 2018.
Excess tax benefits or deficiencies from share-based award activities are now reflected as a component of the provision for income taxes instead of equity. The provision for income taxes for the year ended December 31, 2017 included $16 million of excess tax benefits resulting from equity incentive plan activities.
We have $9 million (net of federal benefit) state tax credit carryforwards available that will begin expiring in 2021, which are partially offset by a valuation allowance of $6 million and $5 million as of December 31, 2017 and 2016, respectively.
We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. We are not subject to any material income tax examinations in federal or state jurisdictions for tax years prior to January 1, 2011. We paid Notices of Proposed Assessments disallowing employment tax credits totaling $11 million, plus interest and penalties of $4 million in connection with the IRS examination of Gevity HR, Inc. and its subsidiaries, which was acquired by TriNet in June 2009. This issue is being resolved through the litigation process. Currently, we anticipate our recovery of the refund is likely less than the total amount.
Pursuant to the Tax Cuts and Jobs Act (TCJA), the approach to the taxation of foreign earnings fundamentally changed to require a mandatory deemed repatriation of undistributed foreign earnings and profits at a repatriation toll charge. As such a toll charge of less than $1 million will be assessed on our Canadian subsidiary's undistributed earnings of $4 million as of December 31, 2017.
Uncertain Tax Positions
As of December 31, 2017 and 2016, the total unrecognized tax benefits related to uncertain income tax positions, which would affect the effective tax rate if recognized, were $5 million and $1 million, respectively.
A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows:
FINANCIAL STATEMENTS

 Year Ended December 31,
(in millions)201720162015
Unrecognized tax benefits at January 1$1
$3
$2
Additions for tax positions of prior periods4


Additions for tax positions of current period1

1
Reductions for tax positions of prior period:   
Settlements with taxing authorities
(2)
Unrecognized tax benefits at December 31$6
$1
$3
As of December 31, 2017, the total amount of gross interest and penalties accrued was immaterial and $1 million as of December 31, 2016. The unrecognized tax benefit, including accrued interest and penalties are included in other liabilities on the consolidated balance sheet.
It is reasonably possible the amount of the unrecognized benefit could increase or decrease within the next twelve months, which would have an impact on net income.
NOTE 13. COMMITMENTS AND CONTINGENCIES
Lease Commitments16. RELATED PARTY TRANSACTIONS
We lease office facilities, includinghave service agreements with certain stockholders that we process their employees' payrolls and payroll taxes. From time to time, we also enter into sales and purchases agreements with various companies that have a relationship with our headquartersexecutive officers or members of our board of directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or our executive officer or board member is a member of the customer / vendor company's board of directors. We have received $25 million, $20 million, and other facilities under non-cancelable operating leases. The schedule of minimum future rental payments under non-cancelable operating leases having initial terms$22 million in excess of one year at December 31, 2017, is as follows:
(in millions)Operating Leases
Year ending December 31: 
2018$17
201915
202014
20219
20227
Thereafter10
Minimum lease payments$72
The lease agreements generally provide for rental payments on a graduated basis and for options to renew, which could increase future minimum lease payments if exercised. We recognize rent expense on a straight-line basis over the lease period and accrue for rent expense incurred but not paid. Rent expense fortotal revenues from such related parties during the years ended December 31, 2019, 2018 and 2017, 2016 and 2015 was $18respectively.
We have also entered into various software license agreements with software service providers who have board members in common with us. We paid the software service providers $10 million,, $17 $5 million, and $13$6 million respectively.
Credit Facilities

We maintain a $75 million revolving credit facility which includes capacity for a $40 million letter of credit facility and a $10 million swingline facility. Letters of credit issued pursuant toduring the revolving credit facility reduce the amount available for borrowing under the revolving credit facility. The total unused portion of the revolving credit facility was $60 million as ofyears ended December 31, 2017.2019, 2018 and 2017, for services we received, respectively.


The terms of the credit agreement governing the revolving credit facility require us to maintain certain financial ratios at each quarter end. We were in compliance with these covenants as of December 31, 2017.

84
We also have a $5 million line of credit facility to secure standby letters of credit related to our workers' compensation obligation. At December 31, 2017, the total unused portion of the credit facility was $3 million.

FINANCIAL STATEMENTS 



NOTE 17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Standby Letters of Credit
 Quarter ended
(in millions, except per share data)March 31June 30September 30December 31
2019    
Total revenues$934
$935
$969
$1,018
Insurance costs683
704
748
792
Operating income82
55
68
63
Net income63
46
55
48
Basic net income per share$0.91
$0.65
$0.80
$0.69
Diluted net income per share$0.89
$0.64
$0.78
$0.68
2018    
Total revenues$861
$850
$875
$917
Insurance costs641
630
647
692
Operating income71
76
62
42
Net income54
58
51
29
Basic net income per share$0.77
$0.82
$0.73
$0.41
Diluted net income per share$0.75
$0.80
$0.71
$0.40



We have two standby letters of credit up to an aggregate of $18 million provided as collateral for our workers’ compensation obligations. At December 31, 2017, the facilities were not drawn down.
Contingencies    85
In August 2015, Howard Welgus, a purported stockholder filed a putative securities class action lawsuit, Welgus v. TriNet Group, Inc. et. al., under the Securities Exchange Act of 1934 in the United States District Court (the Court) for the Northern District of California. The complaint was later amended in April 2016 and again in March 2017. On December 19, 2017, the Court granted TriNet’s motion to dismiss the amended complaint in its entirety, without leave to amend. Plaintiff filed a notice of appeal of the district court’s order on January 17, 2018. We will defend the appeal of the district court’s decision vigorously as we see no basis for reversal. We are unable to reasonably estimate the possible loss or expense, or range of losses and expenses, if any, arising from this litigation.
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 its 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 or the above mentioned securities class action 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.

DISCLOSURE CONTROLS AND PROCEDURES



NOTE 14. RELATED PARTY TRANSACTIONS
We have service agreements with certain stockholders that we process their employees' payrolls and payroll taxes. From time to time, we also enter into sales and purchases agreements with various companies that have a relationship with our executive officers or members of our board of directors. The relationships are typically an equity investment by the executive officer or board member in the customer / vendor company or our executive officer or board member is a member of the customer / vendor company's board of directors. We have received $22 million, $10 million, and $6 million in total revenues from such related parties during the years ended December 31, 2017, 2016 and 2015, respectively.
We have also entered into various software license agreements with software service providers who have board members in common with us. We paid the software service providers $6 million, $7 million, and $4 million during the years ended December 31, 2017, 2016 and 2015, for services we received, respectively.

81

FINANCIAL STATEMENTS

NOTE 15. QUARTERLY FINANCIAL DATA (UNAUDITED)
 Quarter ended
(In millions, except per share data)March 31June 30September 30December 31
2017    
Total revenues$808
$801
$818
$848
Insurance costs609
600
613
644
Operating income49
57
63
48
Net income (1)
29
40
43
66
Basic net income per share (1)
$0.42
$0.58
$0.62
$0.95
Diluted net income per share (1)
$0.41
$0.56
$0.60
$0.92
2016    
Total revenues$733
$746
$770
$811
Insurance costs570
597
609
638
Operating income26
26
29
43
Net income11
12
15
23
Basic net income per share$0.16
$0.17
$0.21
$0.34
Diluted net income per share$0.16
$0.17
$0.20
$0.32
(1) Results of the quarter ended December 31, 2017 included a $40 million benefit due to tax rate change as a result of the TCJA enactment. Refer to Note 12 in these consolidated financial statements for additional discussion.

82

DISCLOSURE CONTROLS AND PROCEDURES



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 December 31, 20172019, 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 December 31, 2017,2019, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, ourthe Company’s disclosure controls and procedures were not effective as a result of the material weaknessDecember 31, 2019 in our internal control over financial reporting, as further described below.ensuring that
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Notwithstanding the material weakness in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America. Additionally, the material weakness did not result in any restatements of our consolidated financial statements or disclosures for any prior period.
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 Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and
ii.such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP.
Due to inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
We conductedhave performed an evaluationassessment of the effectiveness of our internal control over financial reporting as of December 31, 20172019 based on theupon criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the foregoing,this assessment, we concludeddetermined that our internal controlscontrol over financial reporting was effective as of December 31, 2017 were not effective as a result of the material weakness described below.2019.
Deloitte & Touche LLP, our independent registered public accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. This audit report appears below.
Revenue
We have determined that we have several control deficiencies aggregating to a material weakness related to the operating effectivenessin Part II, Item 8. Financial Statements and Supplementary Data, of controls over professional service and workers' compensation insurance services revenues as of December 31, 2017. This was primarily caused by control deficiencies related to the lack of complete review and available support for our renewal rate price changes.

83

DISCLOSURE CONTROLS AND PROCEDURES



this Form 10-K.
Changes in Internal Control overOver Financial Reporting
As of December 31, 2017, our testing of both the design and operating effectiveness of new and re-designed controls was completed, and we have concluded that the following material weaknesses existing at December 31, 2016 have been remediated:
Entity Level Controls - Control Activities and Monitoring
Information Technology General Controls (ITGC)
Payroll Tax Liabilities
Insurance Costs and Insurance Liabilities
Payroll Operations and controls over price changes to Health Services revenue
Except for the changes described above thereThere were no changes in our internal control over financial reporting identified in our evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Actthat occurred during the fourth quarterthree months ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Planned Remediation Activities
We will continue to further strengthen controls around the accuracy and completeness of invoice rate verification processes and implement improved documentation processes to evidence our controls. We will continue to consolidate platforms in 2018 and retire our legacy SOI platform which will reduce a significant number of manual business process controls.
We will continue to test and evaluate the implementation of these new processes and internal controls during 2018 to ascertain whether they are designed and operating effectively to provide reasonable assurance that they would prevent or detect a material error in our financial statements.
While we intend to resolve all of the material control deficiencies, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts by any particular date.


84

DISCLOSURE CONTROLS AND PROCEDURES



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and Board of Directors of TriNet Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of TriNet Group, Inc. and subsidiaries (the "Company”) as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2017, of the Company and our report dated February 27, 2018 expressed an unqualified opinion on those financial statements and financial statement schedule.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

85

DISCLOSURE CONTROLS AND PROCEDURES



Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment:
Ineffective controls over revenue from professional service and workers’ compensation insurance services due to the lack of complete review and available support for the Company’s renewal rate price changes
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2017, of the Company, and this report does not affect our report on such financial statements.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 27, 2018



Item 9B. Other Information.
Not applicable.




   
86


MANAGEMENT AND CERTAIN SECURITY HOLDERS 




PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item is incorporated by reference to TriNet Group Inc.’s Proxy Statement for its 20182020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2019.
Item 11. Executive Compensation.
Information required by this item is incorporated by reference to TriNet Group Inc.’s Proxy Statement for its 20182020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2019.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item is incorporated by reference to TriNet Group Inc.’s Proxy Statement for its 20182020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2019.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item is incorporated by reference to TriNet Group Inc.’s Proxy Statement for its 20182020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2019.
Item 14. Principal Accounting Fees and Services.
Information required by this item is incorporated by reference to TriNet Group Inc.’s Proxy Statement for its 20182020 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2017.2019.




   
87


FINANCIAL STATEMENT SCHEDULES 






PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as a part of the report:
(1) The financial statements filed as part of this report are listed in the “Index to Financial Statements” under Part II, Item 8 of this report.8. Financial Statements and Supplementary Data.
(2) Financial statement schedules.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
 Balance atCredited/ChargesBalance at
 Beginning ofCharged toUtilized/End of
(in millions)PeriodNet IncomeWrite-OffsPeriod
Allowances for Doubtful Accounts and Authorized Credits    
Year ended December 31, 2017$
1
(1)$
Year ended December 31, 2016$1
1
(2)$
Year ended December 31, 2015$
2
(1)$1
Tax Valuation Allowance    
Year ended December 31, 2017$6
1

$7
Year ended December 31, 2016$5
1

$6
Year ended December 31, 2015$7

(2)$5
schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.
Item 16. Exhibits, Financial Statement Schedules.Form 10-K Summary.
None.


   
88


EXHIBITS 


EXHIBIT INDEX
 Incorporated by Reference   Incorporated by Reference  
Exhibit
No.
 Description of Exhibit Form File No. Exhibit Filing 
Filed
Herewith
 Description of Exhibit Form File No. Exhibit Filing 
Filed
Herewith
   
2.1  S-1 333-192465 2.1
 11/21/2013  
      
2.2  S-1 333-192465 2.2
 11/21/2013  
            
3.1  8-K 001-36373 3.1
 4/1/2014    8-K 001-36373 3.1
 4/1/2014  
      
3.2  10-Q 001-36373 3.1
 11/2/2017   10-Q 001-36373 3.1
 11/2/2017 
            
3.3  S-1/A 333-192465 3.4
 3/4/2014    S-1/A 333-192465 3.4
 3/4/2014  
            
4.1  8-K 001-36373 4.1
 2/2/2017   8-K 001-36373 4.1
 2/2/2017 
   
4.2    X
      
10.1*  S-1/A 333-192465 10.3
 3/14/2014    S-1/A 
333-192465

 10.3
 3/14/2014 
         
10.2*  10-Q 001-36373 10.1
 5/8/2015  

 10-Q 001-36373 10.1
 5/8/2015 
      
10.3*  S-1/A 333-192465 10.4
 3/4/2014    S-1/A 333-192465 10.4
 3/4/2014 
         
10.4*  S-1/A 333-192465 10.6
 3/4/2014    S-1/A 333-192465 10.6
 3/4/2014 
         
10.5*  S-1/A 333-192465 10.7
 3/14/2014    10-Q 001-36373 10.1
 4/30/2018 
         
10.6*  8-K 001-36373 N/A
 3/11/2015   10-Q 001-36373 10.2
 4/30/2018 
      
10.7*    X  10-Q 001-36373 10.3
 4/30/2018 
      
10.8*  10-K 001-36373 10.10
 4/1/2016  

 10-Q 001-36373 10.4
 4/30/2018 
      
10.9*  8-K 001-36373 10.1
 5/23/2017   10-Q 001-36373 10.2
 4/29/2019 
      
10.10*  S-1/A 333-192465 10.8
 3/4/2014 
   
10.11*  S-1/A 333-192465 10.9
 2/13/2014 
   


   
89


EXHIBITS 


 Incorporated by Reference   Incorporated by Reference  
Exhibit
No.
 Description of Exhibit Form File No. Exhibit Filing 
Filed
Herewith
 Description of Exhibit Form File No. Exhibit Filing 
Filed
Herewith
10.10*  10-Q 001-36373 10.3
 4/29/2019 
   
10.11*  10-Q 001-36373 10.1
 7/25/2019 
   
10.12*  10-Q 001-36373 10.1
 8/1/2017   10-Q 001-36373 10.2
 7/25/2019 
      
10.13*  10-Q 001-36373 10.2
 8/6/2015   S-1/A 333-192465 10.7
 3/14/2014  
         
10.14*  10-Q 001-36373 10.2
 8/1/2017   8-K 001-36373 N/A
 3/11/2015 
      
10.15*     X  10-K 001-36373 10.7
 2/27/2018 
      
10.16*  S-1/A 333-192465 10.12
 2/13/2014   10-K 001-36373 10.10
 4/1/2016 
      
10.17*  S-1/A 333-192465 10.11
 2/13/2014   8-K 001-36373 10.1
 5/23/2017 
      
10.18*  8-K 001-36373 10.1
 10/3/2016   10-Q 001-36373 10.5
 4/30/2018 
      
10.19*    X
10.19  S-1/A 333-192465 10.8
 3/4/2014 
      
10.20  8-K 001-36373 10.1
 12/22/2016 
10.20*  S-1/A 333-192465 10.9
 2/13/2014 
      
10.21  8-K 001-36373 10.1
 7/10/2014  
10.21*  10-Q 001-36373 10.1
 8/1/2017 
      
10.22  8-K 001-36373 10.1
 8/1/2016 
10.22*  10-Q 001-36373 10.2
 8/1/2017 
      
16.1  8-K 001-36373 16.1
 5/10/2016 
10.23*  10-K 001-36373 10.15
 2/27/2018  
      
21.1          X
10.24*  10-K 001-36373 10.22
 2/14/2019 
      
23.1     X
10.25* 

 10-Q 001-36373 10.1
 4/29/2019 
      
23.2    X
10.26*  8-K 001-36373 10.1
 12/22/2016 
      


   
90


EXHIBITS 


    Incorporated by Reference  
Exhibit
No.
 Description of Exhibit Form File No. Exhibit Filing 
Filed
Herewith
10.27*8-K001-3637310.1
6/22/2018
21.1X
23.1X
24.1           
             
31.1          X
             
31.2          X
             
32.1**          X
             
101.INS Inline XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.         X
             
101.SCH Inline XBRL Taxonomy Extension Schema Document.         X
             
101.CAL101.SCHCAL Inline XBRL Taxonomy Extension CalculationSchemaCalculation Linkbase Document.         X
             
101.DEF101.CALDEF Inline XBRL Taxonomy Extension DefinitionCalculationDefinition Linkbase Document.         X
             
101.LAB101.DEFLAB Inline XBRL Taxonomy Extension LabelDefinitionLabel Linkbase Document.         X
             
101.PRE101.LABPREInline XBRL Taxonomy Extension LabelPresentation Linkbase Document.X
101.PRE104 XBRL Taxonomy Extension Presentation Linkbase Document.Document.Cover Page Interactive Data File (embedded with the Inline XBRL document).         X
             
*Constitutes a management contract or compensatory plan or arrangement.
**Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of the Company’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.


   
91


SIGNATURES 




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Leandro,Dublin, State of California, on the day of 2713th February, 2018.2020.
 
 TRINET GROUP, INC.
  
Date: February 27, 201813, 2020 By:/s/ Burton M. Goldfield
   Burton M. Goldfield
   Chief Executive Officer
Date: February 13, 2020By:/s/ Richard Beckert
Richard Beckert
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Burton M. Goldfield, Richard Beckert and Brady Mickelsen,Samantha Wellington, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


   
92


SIGNATURES 




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
     
/s/ Burton M. Goldfield 
Chief Executive Officer (principal executive officer)
 February 27, 201813, 2020
Burton M. Goldfield  
     
/s/ Richard Beckert 
Chief Financial Officer (principal financial officer)
 February 27, 201813, 2020
Richard Beckert  
     
/s/ Michael P. Murphy 
Chief Accounting Officer (principal accounting officer)
 February 27, 201813, 2020
Michael P. Murphy  
     
/s/ Michael J. Angelakis Director February 27, 201813, 2020
Michael J. Angelakis  
     
/s/ Katherine August-deWilde Director February 27, 201813, 2020
Katherine August-deWilde  
     
/s/ Martin Babinec Director February 27, 201813, 2020
Martin Babinec  
     
/s/ H. Raymond Bingham Director February 27, 201813, 2020
H. Raymond Bingham  
     
/s/ Paul Chamberlain Director February 27, 201813, 2020
Paul Chamberlain  
     
/s/ Kenneth Goldman Director February 27, 201813, 2020
Kenneth Goldman
/s/ Shawn GuertinDirectorFebruary 13, 2020
Shawn Guertin  
     
/s/ David C. Hodgson Director February 27, 201813, 2020
David C. Hodgson
/s/ Dr. Jacqueline KosecoffDirectorFebruary 13, 2020
Dr. Jacqueline Kosecoff  
     
/s/ Wayne B. Lowell Director February 27, 201813, 2020
Wayne B. Lowell  


   
93