Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36373 | ||
Entity Registrant Name | TRINET GROUP, INC | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-3359658 | ||
Entity Address, Address Line One | One Park Place, | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Dublin, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94568 | ||
City Area Code | 510 | ||
Local Phone Number | 352-5000 | ||
Title of 12(b) Security | Common stock par value $0.000025 per share | ||
Trading Symbol | TNET | ||
Security Exchange Name | NYSE | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.9 | ||
Entity Common Stock, Shares Outstanding (in shares) | 65,700,174 | ||
Documents Incorporated by Reference | 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 24, 2022, are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0000937098 | ||
Document Year Focus | 2021 | ||
Document Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | San Francisco, California |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 4,540 | $ 4,034 | $ 3,856 |
Insurance costs | 3,339 | 2,979 | 2,927 |
Cost of providing services | 264 | 262 | 245 |
Sales and marketing | 202 | 186 | 190 |
General and administrative | 176 | 152 | 137 |
Systems development and programming | 50 | 40 | 43 |
Depreciation and amortization of intangible assets | 54 | 47 | 46 |
Total costs and operating expenses | 4,085 | 3,666 | 3,588 |
Operating income | 455 | 368 | 268 |
Other income (expense): | |||
Interest expense, bank fees and other | (20) | (21) | (21) |
Interest income | 6 | 10 | 23 |
Income before provision for income taxes | 441 | 357 | 270 |
Income taxes | 103 | 85 | 58 |
Net income | 338 | 272 | 212 |
Other comprehensive (loss) income, net of income taxes | (5) | 4 | 0 |
Comprehensive income | $ 333 | $ 276 | $ 212 |
Net income per share: | |||
Basic (in dollars per share) | $ 5.13 | $ 4.03 | $ 3.04 |
Diluted (in dollars per share) | $ 5.07 | $ 3.99 | $ 2.99 |
Weighted average shares: | |||
Weighted average shares of common stock outstanding, basic (in shares) | 66 | 67 | 70 |
Weighted average shares common stock outstanding, diluted (in shares) | 67 | 68 | 71 |
Professional service revenues | |||
Revenues | $ 639 | $ 544 | $ 530 |
Insurance service revenues | |||
Revenues | $ 3,901 | $ 3,490 | $ 3,326 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 612 | $ 301 |
Investments | 135 | 57 |
Restricted cash, cash equivalents and investments | 1,195 | 1,388 |
Accounts receivable, net | 15 | 18 |
Unbilled revenue, net | 324 | 246 |
Prepaid expenses, net | 67 | 63 |
Other current assets | 91 | 87 |
Total current assets | 2,439 | 2,160 |
Restricted cash, cash equivalents and investments, noncurrent | 166 | 210 |
Investments, noncurrent | 168 | 138 |
Property, equipment and software, net | 79 | 79 |
Operating lease right-of-use asset | 42 | 51 |
Goodwill | 294 | 294 |
Other intangible assets, net | 6 | 18 |
Other assets | 115 | 93 |
Total assets | 3,309 | 3,043 |
Current liabilities: | ||
Accounts payable and other current liabilities | 86 | 50 |
Long-term debt | 0 | 22 |
Client deposits and other client liabilities | 97 | 134 |
Accrued wages | 369 | 309 |
Accrued health insurance costs, net | 174 | 172 |
Accrued workers' compensation costs, net | 55 | 59 |
Payroll tax liabilities and other payroll withholdings | 929 | 1,095 |
Operating lease liabilities | 11 | 11 |
Insurance premiums and other payables | 18 | 18 |
Total current liabilities | 1,739 | 1,870 |
Long-term debt, noncurrent | 495 | 348 |
Accrued workers' compensation costs, noncurrent, net | 135 | 138 |
Deferred taxes | 11 | 22 |
Operating lease liabilities, noncurrent | 41 | 49 |
Other non-current liabilities | 7 | 9 |
Total liabilities | 2,428 | 2,436 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock and additional paid-in capital | 808 | 747 |
Retained earnings (Accumulated deficit) | 74 | (144) |
Accumulated other comprehensive (loss) income | (1) | 4 |
Total stockholders' equity | 881 | 607 |
Total liabilities & stockholders' equity | $ 3,309 | $ 3,043 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Shares authorized (in shares) | 20,000,000 | 20,000,000 |
Shares Issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Shares authorized (in shares) | 750,000,000 | 750,000,000 |
Shares issued (in shares) | 65,968,224 | 66,456,663 |
Shares outstanding (in shares) | 65,968,224 | 66,456,663 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock and Additional Paid-In Capital: | Retained Earnings (Accumulated Deficit): | Retained Earnings (Accumulated Deficit):Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive (Loss) Income: |
Beginning balance at Dec. 31, 2018 | $ 375 | $ 641 | $ (266) | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock from exercise of stock options | 2 | ||||
Issuance of common stock for employee stock purchase plan | 9 | ||||
Stock based compensation expense | 42 | ||||
Net income | 212 | 212 | |||
Repurchase of common stock | (140) | ||||
Awards effectively repurchased for required employee withholding taxes | (25) | ||||
Other comprehensive (loss) income | 0 | ||||
Ending balance at Dec. 31, 2019 | 475 | 694 | (219) | $ (1) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for employee stock purchase plan | 9 | ||||
Stock based compensation expense | 44 | ||||
Net income | 272 | 272 | |||
Repurchase of common stock | (178) | ||||
Awards effectively repurchased for required employee withholding taxes | (18) | ||||
Other comprehensive (loss) income | 4 | 4 | |||
Ending balance at Dec. 31, 2020 | 607 | 747 | (144) | 4 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock from exercise of stock options | 1 | ||||
Issuance of common stock for employee stock purchase plan | 10 | ||||
Stock based compensation expense | 50 | ||||
Net income | 338 | 338 | |||
Repurchase of common stock | (94) | ||||
Awards effectively repurchased for required employee withholding taxes | (26) | ||||
Other comprehensive (loss) income | (5) | (5) | |||
Ending balance at Dec. 31, 2021 | $ 881 | $ 808 | $ 74 | $ (1) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income | $ 338 | $ 272 | $ 212 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 82 | 67 | 57 |
Stock based compensation | 50 | 43 | 41 |
Amortization of ROU asset, lease modification and impairment | 12 | 15 | 16 |
Accretion of discount rate on lease liabilities | 2 | 2 | 0 |
Amortization of (premium) discount on investments | 3 | 1 | (1) |
Deferred income taxes | (9) | (42) | (7) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 3 | (7) | 5 |
Unbilled revenue, net | (78) | 39 | 19 |
Prepaid expenses, net | (5) | (12) | (5) |
Accounts payable and other current liabilities | 33 | 19 | (15) |
Client deposits and other client liabilities | (37) | 87 | (12) |
Accrued wages | 60 | (82) | 40 |
Accrued health insurance costs, net | 2 | 5 | 32 |
Accrued workers' compensation costs, net | (7) | (9) | (20) |
Payroll taxes payable and other payroll withholdings | (166) | 194 | 172 |
Operating lease liabilities | (13) | (19) | (17) |
Other assets | (50) | (38) | (34) |
Other liabilities | (2) | 11 | (12) |
Net cash provided by operating activities | 218 | 546 | 471 |
Investing activities | |||
Purchases of marketable securities | (444) | (327) | (302) |
Proceeds from sale and maturity of marketable securities | 349 | 224 | 159 |
Acquisitions of property and equipment | (40) | (36) | (45) |
Other | 0 | (12) | 0 |
Net cash used in investing activities | (135) | (151) | (188) |
Financing activities | |||
Repurchase of common stock | (94) | (178) | (140) |
Proceeds from issuance of common stock | 11 | 10 | 11 |
Awards effectively repurchased for required employee withholding taxes | (26) | (18) | (25) |
Proceeds from issuance of 2029 Notes | 500 | 0 | 0 |
Repayment of borrowings | (370) | (22) | (22) |
Payment of debt issuance costs | (7) | 0 | 0 |
Payment of long-term financing costs | (2) | 0 | 0 |
Draw down from revolving credit facility | 0 | 234 | 0 |
Repayment of borrowings under revolving credit facility | 0 | (234) | 0 |
Net cash provided by (used in) financing activities | 12 | (208) | (176) |
Net increase in cash and cash equivalents, unrestricted and restricted | 95 | 187 | 107 |
Beginning of period | 1,643 | 1,456 | 1,349 |
End of period | 1,738 | 1,643 | 1,456 |
Supplemental disclosures of cash flow information | |||
Interest paid | 12 | 16 | 19 |
Income taxes paid, net | $ 129 | $ 123 | $ 62 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 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, provides comprehensive human resources solutions for small and medium-size businesses under a co-employment model. These HR solutions include 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 certain employment-related administrative and regulatory purposes for the worksite employees (WSEs), including: • compensation through wages and salaries, • certain employer payroll-related tax payments, • employee payroll-related tax withholdings and 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 WSEs. We operate in one 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. 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. 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 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 services. We generate all of our revenue from contracts with clients. We disaggregate revenues into professional services revenues and insurance services revenues as reported on the consolidated statements of income and comprehensive income. In the majority of our contracts, 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, • Workers’ compensation services, and • A right to receive future services at a discount through our Recovery Credit program. 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. In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Under this one-time program eligible clients will receive reductions against fees for future services, accounted for as a discount, over the following 12 months. This option to renew future services at a discount represents a material right and is accounted for as a performance obligation (Recovery Credit). This performance obligation will be satisfied when the clients have successfully renewed the services contracts and the future services are transferred. The consideration we receive that is allocated to this performance obligation is deferred as an unsatisfied performance obligation and is included in client deposits and other client liabilities on the balance sheet. The amount of consideration we defer each period is dependent on the timing of when eligible clients will receive the Recovery Credit, which is subject to a limit on the total amount of $145 million. The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows: (in millions) 2021 2020 Balance at beginning of period $ 92 $ — (+) Accruals 17 128 (-) Distributions to clients (86) (36) Balance at end of period $ 23 $ 92 We generally charge new clients a nominal upfront non-refundable 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. Client Deposits and Other Client Liabilities Client deposits and other client liabilities represents our contractual commitments and payables to clients, including indemnity guarantee payments received from clients, amounts prefunded by clients for their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment, as well as service fee consideration received for unsatisfied performance obligations of $23 million. Variable Consideration and Pricing Allocation Our contracts with clients generally do not include any variable consideration. However, from time to time, we may offer credits to our clients considered to be variable consideration. Incentive credits related to contract renewals are recorded as a reduction to revenue as part of the transaction price at contract inception and are allocated among the performance obligations based on their relative standalone selling prices. Credits based on the performance of our insurance costs are recorded as a reduction to insurance services revenues and included in client deposits and other client liabilities on the balance sheet. In 2021, we accrued $25 million under our 2021 Credit Program, payable within 12 months to eligible clients as of March 31, 2021, related to the expected performance of our health insurance costs for the year. 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 determined 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 periods of up to 12 months rather than as payroll tax is otherwise determined and due, 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 less than one year, we have elected, as a practical 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 and an allowance for credit losses, are recorded as unbilled revenue. As of December 31, 2021 and 2020, advance collections included in unbilled revenue were $8 million and $24 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 clients onboarded as we expect to recover these costs through future service fees. Such assets are amortized over the estimated average client tenure. These commissions are earned on the basis of the revenue generated from payroll and payroll 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 amortized over the estimated average client tenure. If the commission for both the initial contract and 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, 2021, 2020 and 2019: Year Ended December 31, (in millions) 2021 2020 2019 Deferred commission expense: Capitalized $ 28 $ 29 $ 45 Amortized 25 19 10 Certain commission plans pay a commission on estimated professional service revenues over the first 12 months of the 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, 2021 and 2020. Insurance Costs Our 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, payments for claim costs and other risk management services, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers. 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 expenses or insurance premiums and other payables, respectively. Accrued Workers' Compensation Costs We have secured workers' compensation insurance policies with insurance carriers to administer and pay claims for our clients and WSEs. We are responsible for reimbursing the insurance carriers for losses up to $1 million per claim occurrence (deductible layer). 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 costs represent our liability to reimburse insurance carriers for our share of their losses and loss adjustment expenses. These accrued costs are established to provide for the estimated ultimate costs of paying claims within the deductible layer in accordance with workers' compensation insurance policies. These accrued costs include estimates for reported and incurred but not reported (IBNR) losses, accrued costs on reported claims, and expenses associated with processing and settling the claims. In establishing these accrued costs, we use an external actuary to provide an estimate of undiscounted future cash payments that would be made to settle the claims based upon: • historical loss experience, exposure data, and industry loss experience related to TriNet’s insurance policies, • inputs including WSE job responsibilities and location, • historical volume and severity of workers' compensation claims, • an estimate of future cost trends, • 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 costs 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 costs. Adjustments to previously established accrued 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 costs. Costs expected to be paid within one year are recorded as accrued workers' compensation costs. Costs expected to be paid beyond one year are included in accrued workers' compensation costs, less current portion. 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. In instances where we pay collateral to carriers and the agreement permits net settlement of obligations against collateral held, we record our accrued costs net of that collateral (Carrier Collateral Offset). We offset Carrier Collateral Offset against our obligation due within the next 12 months before applying against long-term obligations. Collateral balances in excess of accrued costs are recorded in other assets. Accrued Health Insurance Costs We sponsor and administer a number of employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In 2021, the majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies. Accrued 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 accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon external 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 subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of December 31, 2021 and 2020, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $54 million and $49 million, respectively. When the prepaid amount is in excess of our recorded liability the net asset position is included in prepaid expenses. As of December 31, 2021 and 2020, accrued health insurance costs offsetting prepaid expenses were $79 million and $58 million, respectively. Leases 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 right-of-use (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, 2021 and 2020, the weighted-average rate used in discounting the lease liability was 3.9% and 4.0%, respectively. 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 sheets. 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. Restricted Cash, Cash Equivalents and Investments Restricted cash, cash equivalents and investments presented on our consolidated balance sheets include: • cash and cash equivalents in trust accounts functioning as security deposits for our insurance carriers, • payroll funds collected representing cash collected in advance from clients which we designate as restricted for the purpose of funding WSE payroll and payroll taxes and other payroll related liabilities, and • amounts held in trust for current and future premium and claim obligations with our insurance carriers, 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 Our investments are primarily classified as available-for-sale and are carried at estimated fair value. Unrealized gains and losses are reported as a component of accumulated other comprehensive income, net of deferred income taxes. The amortized cost of debt 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 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 realized gains and losses on the sale of available-for-sale securities. Realized gains and losses are included in interest income in the accompanying consolidated statements of income and comprehensive income. We assess our investments for credit impairment. We review several factors to determine whether an unrealized loss is credit related, such as financial condition and future prospects of the issuer. To the extent that a security's amortized cost basis exceeds the present value of the cash flows expected to be collected from the security, an allowance for credit losses will be recognized. If management intends to sell or will more likely than not be required to sell the security before any anticipated recovery, a write down will be recognized in earnings 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. Comprehensive Income Comprehensive income consists of net income and other comprehensive income. Other comprehensive (loss) income includes those gains and losses included in comprehensive income, but excluded from net income, in accordance with GAAP. Other comprehensive (loss) income is comprised of immaterial net unrealized gains or losses arising on available-for-sale investments, net of deferred taxes. 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 are comprised of cash 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 liabilities 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 1—observable inputs for identical assets or liabilities, such as quoted prices in active markets, • Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly, • Level 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, investments and long-term debt in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety. Accounts Receivable Our accounts receivable represents outstanding gross billings to clients, net of an allowance for estimated credit losses. 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 credit losses based on the credit quality of clients, current economic conditions, the age of the accounts receivable balances, historical experience, and other factors that may affect clients’ ability to pay, and charge-off amounts against the allowance when they are deemed uncollectible. The allowance was immaterial at December 31, 2021 and 2020. Property, Equipment and Software 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 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. 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. 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 one reporting unit within our one 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, no impairment loss was recognized in the results of operations for the years ended December 31, 2021, 2020 and 2019. Intangible assets with finite useful lives are amortized over their respective estimated useful lives ranging from one year 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, we recognized a $7 million impairment charge for customer contract lists for the year ended December 31, 2021. There were no impairment charges recognized for the years ended December 31, 2020 and 2019. 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 $21 million, $19 million, and $18 million for the years ended December 31, 2021, 2020 and 2019, respectively. Stock Based Compensation Our stock based awards to employees include time based and performance based restricted stock units and 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 either 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. 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 f |
CASH, CASH EQUIVALENTS AND INVE
CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED | CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED 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 and noncurrent portions of these trust accounts 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 restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other 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). Our total cash, cash equivalents and investments are summarized below: December 31, 2021 December 31, 2020 (in millions) Cash and cash equivalents Available-for-sale marketable securities Total Cash and cash equivalents Available-for-sale marketable securities Total Cash and cash equivalents $ 612 $ — $ 612 $ 301 $ — $ 301 Investments — 135 135 — 57 57 Restricted cash, cash equivalents and investments Payroll funds collected 1,012 — 1,012 1,228 — 1,228 Collateral for health benefits claims 25 98 123 16 82 98 Collateral for workers' compensation claims 58 — 58 60 — 60 Other security deposits 2 — 2 2 — 2 Total restricted cash, cash equivalents and investments 1,097 98 1,195 1,306 82 1,388 Investments, noncurrent — 168 168 — 138 138 Restricted cash, cash equivalents and investments, noncurrent Collateral for workers' compensation claims 29 137 166 36 174 210 Total $ 1,738 $ 538 $ 2,276 $ 1,643 $ 451 $ 2,094 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The amortized cost, gross unrealized gains, gross unrealized losses, and fair value of our AFS investments as of December 31, 2021 and 2020 are presented below: December 31, 2021 December 31, 2020 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Asset-backed securities $ 49 $ — $ — $ 49 $ 24 $ — $ — $ 24 Corporate bonds 167 1 (1) 167 126 2 — 128 U.S. government agencies and government-sponsored agencies 17 — — 17 27 1 — 28 U.S. treasuries 285 1 (1) 285 261 4 — 265 Certificate of deposit 11 — — 11 — — — — Other debt securities 9 — — 9 6 — — 6 Total $ 538 $ 2 $ (2) $ 538 $ 444 $ 7 $ — $ 451 Gross unrealized losses were immaterial as of December 31, 2021 and 2020. Unrealized losses on fixed income securities are principally caused by changes in interest 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 credit rating agencies have occurred, and industry analysts' reports. As we have the ability to hold these investments until maturity, or for the foreseeable future, no impairment charges were deemed necessary. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. The fair value of debt investments by contractual maturity are shown below: (in millions) December 31, 2021 One year or less $ 193 Over one year through five years 310 Over five years through ten years 10 Over ten years 25 Total fair value $ 538 The gross proceeds from sales and maturities of AFS securities for the years ended December 31, 2021, 2020, and 2019 are presented below. We had immaterial gross realized gains and losses from sales of investments for the years ended December 31, 2021, 2020, and 2019. Year Ended December 31, (in millions) 2021 2020 2019 Gross proceeds from sales $ 162 $ 93 $ 76 Gross proceeds from maturities 187 131 83 Total $ 349 $ 224 $ 159 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 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 consolidated balance sheets as of December 31, 2021 and 2020. There were no transfers between levels as of December 31, 2021 and 2020. 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, 2021 and 2020: (in millions) Level 1 Level 2 Total December 31, 2021 Cash equivalents: Money market mutual funds $ 4 $ — $ 4 U.S. treasuries — 21 21 Total cash equivalents 4 21 25 Investments: Asset-backed securities — 49 49 Corporate bonds — 137 137 U.S. government agencies and government-sponsored agencies — 2 2 U.S. treasuries — 106 106 Other debt securities — 9 9 Total investments — 303 303 Restricted cash equivalents: Money market mutual funds 93 — 93 Certificate of deposit — 1 1 Total restricted cash equivalents 93 1 94 Restricted investments: Corporate bonds — 30 30 U.S. government agencies and government-sponsored agencies — 15 15 U.S. treasuries — 179 179 Certificate of deposit — 11 11 Total restricted investments — 235 235 Total investments and restricted cash equivalents and investments $ 97 $ 560 $ 657 (in millions) Level 1 Level 2 Total December 31, 2020 Cash equivalents: Money market mutual funds $ 2 $ — $ 2 U.S. treasuries — 11 11 Total cash equivalents 2 11 13 Investments: Asset-backed securities — 24 24 Corporate bonds — 93 93 U.S. government agencies and government-sponsored agencies — 5 5 U.S. treasuries — 67 67 Other debt securities — 6 6 Total investments — 195 195 Restricted cash equivalents: Money market mutual funds 99 — 99 Total restricted cash equivalents 99 — 99 Restricted investments: Corporate bonds — 35 35 U.S. government agencies and government-sponsored agencies — 23 23 U.S. treasuries — 198 198 Total restricted investments — 256 256 Total investments and restricted cash equivalents and investments $ 101 $ 462 $ 563 Fair Value of Financial Instruments Disclosure Long-Term Debt The fair value of our 2029 Notes was obtained from a third-party pricing service and is based on observable market inputs. As such, the fair value of the senior notes is considered Level 2 in the hierarchy for fair value measurement. As of December 31, 2021, our 2029 Notes were carried at their cost, net of issuance costs, and had a fair value of $500 million. Our 2018 Term Loan was floating rate debt prior to being repaid and terminated in 2021. The fair value of our 2018 Term Loan approximated its carrying value (exclusive of issuance costs) at December 31, 2020. The fair value of our 2018 Term Loan was 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. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, EQUIPMENT AND SOFTWARE, NET | PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net, consists of the following: (in millions) December 31, 2021 December 31, 2020 Software $ 236 $ 204 Office equipment, including data processing equipment 31 28 Leasehold improvements 25 24 Furniture, fixtures, and equipment 17 16 Projects in progress 1 1 Total 310 273 Less: Accumulated depreciation (231) (194) Property and equipment, net $ 79 $ 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) 2021 2020 2019 Depreciation expense $ 42 $ 42 $ 41 Capitalized internally developed software costs 33 36 31 Depreciation expense for capitalized internally developed software costs 33 31 29 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Changes in goodwill for the years ended December 31, 2021 and 2020 are as follows: (in millions) Amount Balance at December 31, 2019 $ 289 Additions 5 Balance at December 31, 2020 $ 294 Additions — Balance at December 31, 2021 $ 294 Other intangibles consists of customer contact lists with a weighted average amortization period of 10 years: (in millions) December 31, 2021 December 31, 2020 Gross carrying amount $ 98 $ 98 Accumulated amortization (92) (80) Net carrying amount $ 6 $ 18 Amortization of intangible assets during the years ended December 31, 2021, 2020 and 2019 was $5 million for each period. We evaluate the remaining useful life of intangible assets quarterly to determine whether events and circumstances warrant a revision to the estimated remaining useful life. During the year ended December 31, 2021, we recognized a $7 million impairment of a customer relationship intangible due to higher than expected attrition. Expense related to intangibles amortization in future periods as of December 31, 2021 is expected to be as follows: Year ending December 31: Amount 2022 $ 4 2023 2 2024 and thereafter — Total $ 6 |
ACCRUED WORKERS' COMPENSATION C
ACCRUED WORKERS' COMPENSATION COSTS | 12 Months Ended |
Dec. 31, 2021 | |
Insurance [Abstract] | |
ACCRUED WORKERS' COMPENSATION COSTS | ACCRUED WORKERS' COMPENSATION COSTS The following table summarizes the accrued workers’ compensation cost activity for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (in millions) 2021 2020 2019 Total accrued costs, beginning of year $ 205 $ 214 $ 238 Incurred Current year 66 64 72 Prior years (23) (20) (31) Total incurred 43 44 41 Paid Current year (10) (8) (14) Prior years (40) (45) (51) Total paid (50) (53) (65) Total accrued costs, end of year $ 198 $ 205 $ 214 The following tables summarize workers' compensation liabilities on the consolidated balance sheets: (in millions) December 31, 2021 December 31, 2020 Total accrued costs, end of year $ 198 $ 205 Collateral paid to carriers and offset against accrued costs (8) (8) Total accrued costs, net of carrier collateral offset $ 190 $ 197 Payable in less than 1 year (net of collateral paid to carriers of $2 and $3 as of December 31, 2021 and 2020, respectively) $ 55 59 Payable in more than 1 year (net of collateral paid to carriers of $6 and $5 as of December 31, 2021 and 2020, respectively) 135 138 Total accrued costs, net of carrier collateral offset $ 190 $ 197 Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the years ended December 31, 2021, 2020 and 2019, the favorable development is due to lower than expected reported claim frequency and severity for the more recent years. As of December 31, 2021 and 2020, we had $43 million and $45 million, respectively, of collateral held by insurance carriers of which $8 million for both periods was offset against accrued workers' compensation costs as the agreements permit and are net settled of insurance obligations against collateral held. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Our 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 7 years, one of which includes an option to extend for up to 5 years. As of December 31, 2021, 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. We recognized operating lease expense of $13 million, $17 million and $19 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the weighted average remaining lease term on our operating leases was 5.2 years and 5.8 years, respectively. Future minimum lease payments as of December 31, 2021 were as follows: (in millions) December 31, 2021 2022 $ 13 2023 12 2024 9 2025 8 2026 7 2026 and thereafter 9 Total future minimum lease payments $ 58 Less: imputed interest (6) Total operating lease liabilities $ 52 Current portion 11 Non-current portion 41 |
LONG-TERM DEBT AND REVOLVING CR
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS | 12 Months Ended |
Dec. 31, 2021 | |
Line of Credit Facility [Abstract] | |
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS | LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS As of December 31, 2021 and 2020, long-term debt consisted of the following: (in millions) December 31, 2021 December 31, 2020 2018 Term Loan A $ — $ 370 2029 Notes 500 — Principal amount 500 370 Deferred issuance costs (5) — Less: current portion — (22) Long-term debt, noncurrent $ 495 $ 348 Annual contractual interest rate 3.50 % 1.77 % Effective interest rate 3.67 % 1.87 % In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes). The 2029 Notes are a senior unsecured obligation of TriNet Group, Inc. and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2029 Notes are due semi-annually in arrears on March 1 and September 1, beginning on September 1, 2021. The net proceeds were used to repay and terminate our 2018 Term Loan and for general corporate purposes. We may voluntarily redeem the 2029 Notes, in whole or in part, (1) at any time prior to March 1, 2024 at (a) 100% of their principal amount, plus a “make whole” premium or (b) with the net cash proceeds received from an equity offering at a redemption price equal to 103.50% of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40% of the original aggregate principal amount of the 2029 Notes; (2) at any time on or after March 1, 2024 at a prepayment price equal to 101.75% of the principal amount; (3) at any time on or after March 1, 2025 at a prepayment price equal to 100.875%of the principal amount; and (4) at any time on or after March 1, 2026 at a prepayment price equal to 100% of the principal amount; in each case, plus accrued and unpaid interest, if any, to but excluding, the date of redemption. In February 2021, concurrently with the closing of the 2029 Notes offering, we entered into a new $500 million revolving facility (our 2021 Revolver) under a new credit agreement (our 2021 Credit Agreement) and our 2018 Credit Agreement was terminated. Letters of credit issued pursuant to the revolving facility reduce the amount available for borrowing under the 2021 Revolver. As of December 31, 2021, we had remaining capacity of $491 million under our 2021 Revolver. The annual interest rate for borrowings under our 2021 Revolver is calculated based on an applicable London Interbank Offered Rate (LIBOR) tenor of our choosing, plus a margin of 1.25% to 2.00%, or, at our option, the alternative base rate (ABR), plus a margin of 0.25% to 1.00%. The applicable LIBOR or ABR margin is based on our Total Leverage Ratio, as defined in the 2021 Credit Agreement. The ABR is the highest of (a) the applicable Federal Reserve Bank of New York rate, as defined in our 2021 Credit Agreement plus 0.50% (b) the prime rate, and (c) one month LIBOR adjusted daily plus 1.00%. In the event TriNet Group, Inc. receives a Corporate Issuer Credit Rating that is one level below investment grade rating or higher from at least two Nationally Recognized Statistical Rating Organizations, then rating based pricing applies and, for so long as rating-based pricing applies, irrespective of the Total Leverage Ratio, the LIBOR margin will be 1.125% and the ABR margin will be 0.125%. The indenture governing our 2029 Notes includes restrictive covenants limiting our ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2029 Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person, subject, in each case, to certain customary exceptions. The 2021 Credit Agreement includes negative covenants that limit our ability to incur indebtedness and liens, sell assets and make restricted payments, including dividends and investments, subject to certain exceptions. In addition, the 2021 Credit Agreement also contains other customary affirmative and negative covenants and customary events of default. The 2021 Credit Agreement also contains a financial covenant that requires the Company to maintain certain maximum total net leverage ratios. We were in compliance with all financial covenants under the 2021 Credit Agreement at December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingencies On September 29, 2020, a class action was filed in the United States District Court for the Middle District of Florida against the directors of certain TriNet subsidiaries and other TriNet employees on behalf of participants in two retirement plans available to TriNet’s eligible worksite employees, the TriNet 401(k) Plan and the TriNet Select 401(k) Plan. The complaint is similar to claims recently brought against a number of employers including PEOs and generally alleges that the defendants violated certain fiduciary obligations to Plan participants under the Employee Retirement Income Security Act of 1974 with respect to overseeing plan investment and recordkeeping fees. At this time, we are unable to reasonably estimate any possible loss, or range of loss, with respect to this matter. We believe the claims are without merit. 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. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION Equity Based Incentive Plans Our 2019 Equity Incentive Plan (the 2019 Plan), approved in May 2019, provides for the grant of stock awards, including stock options, RSUs, RSAs, and other stock awards. There were approximately 2 million shares available for grant under the 2019 Plan as of December 31, 2021. The 2009 Equity Incentive Plan (the 2009 Plan), was replaced 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 at exercise prices equal to the fair market value of our common stock on the dates of grant. Stock options generally have a maximum contractual term of 10 years. Stock options generally vest over 4 years, and are generally forfeited if the employee terminates service prior to vesting. The following table summarizes stock option activity for the year ended December 31, 2021: Number Weighted Weighted (in years) Aggregate Balance at December 31, 2020 379,985 $ 15.10 3.2 $ 25 Exercised (73,118) 10.20 Balance at December 31, 2021 (1) 306,867 $ 16.20 2.2 $ 24 (1) All options are vested and exercisable. Year Ended December 31, Additional Disclosures for Stock Options (in millions) 2021 2020 2019 Total fair value of options vested $ — $ — $ 1 Total intrinsic value of options exercised 6 4 9 Cash received from options exercised 1 1 2 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 and are earned, in part, 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. Performance-based awards granted in 2021 and 2020 are earned based on a single-year performance period subject to subsequent multi-year time-based vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after. The performance-based awards granted in 2019 were previously cancelled. RSUs and RSAs are generally forfeited if the participant terminates service prior to vesting. The following tables summarize RSU and RSA activity for the year ended December 31, 2021: 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, 2020 1,230,071 30,026 1,260,097 $ 54.04 Granted 562,881 — 562,881 83.71 Vested (603,674) (24,282) (627,956) 54.91 Forfeited (180,351) — (180,351) 60.96 Nonvested at December 31, 2021 1,008,927 5,744 1,014,671 $ 68.74 Year Ended December 31, Additional Disclosures for equity-based plans 2021 2020 2019 Total grant date fair value of shares granted (in millions) $ 47 $ 50 $ 38 Total grant date fair value of shares vested (in millions) $ 34 $ 31 $ 30 Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees 207,603 230,569 315,762 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, 2020 167,127 16,052 183,179 $ 52.89 Granted 246,349 — 246,349 67.70 Vested (145,207) (16,052) (161,259) 52.24 Forfeited (13,045) — (13,045) 61.33 Nonvested at December 31, 2021 255,224 — 255,224 $ 67.16 Year Ended December 31, Additional Disclosures for equity-based plans 2021 2020 2019 Total grant date fair value of shares granted (in millions) (1) $ 16 $ 10 $ 4 Total grant date fair value of shares vested (in millions) $ 8 $ 5 $ 11 Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees 77,787 48,787 135,877 (1) Amount includes fair value of finalized additional grant related to the most recently ended performance period. Employee Stock Purchase Plan Our 2014 Employee Stock Purchase Plan (ESPP) offers eligible employees an option to purchase shares of our common stock through payroll 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. The plan is considered to be a compensatory plan. As of December 31, 2021, approximately 4 million shares were reserved for future issuances under the ESPP. In applying the Black Scholes option valuation model for the ESPP options, we use the following assumptions: Year Ended December 31, (in millions) 2021 2020 2019 Expected Term (in Years) 0.5 0.5 0.5 Expected Volatility 21-35% 40-83% 27-42% Risk-Free Interest Rate 0.4-0.7% 0.2-1.6% 1.6-2.5% Expected Dividend Yield 0 % 0 % 0 % Shares Issued under ESPP 136,861 236,887 207,324 Stock Based Compensation Stock based compensation expense is measured based on the fair value of the stock award on the grant date and recognized over the requisite service period for each separately vesting portion of the stock award. Stock based compensation expense and other disclosures for stock based awards made to our employees pursuant to the equity plans were as follows: Year Ended December 31, (in millions) 2021 2020 2019 Cost of providing services $ 12 $ 9 $ 8 Sales and marketing 6 6 3 General and administrative 29 26 28 Systems development and programming costs 3 2 2 Total stock based compensation expense $ 50 $ 43 $ 41 Total stock based compensation capitalized $ 1 $ 1 $ 1 Income tax benefit related to stock based compensation expense $ 10 $ 9 $ 11 Tax benefit realized from stock options exercised and similar awards $ 16 $ 14 $ 18 The table below summarizes unrecognized compensation expense for the year ended December 31, 2021 associated with the following: Amount Weighted-Average Period (in Years) Nonvested time based RSUs and RSAs $ 64 2.38 Nonvested performance based RSUs and RSAs 15 1.44 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 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, 2021, 2020, and 2019: Year Ended 2021 2020 2019 Shares issued and outstanding, beginning balance 66,456,663 69,065,491 70,596,559 Issuance of common stock from vested restricted stock units 748,881 659,689 1,036,119 Issuance of common stock from exercise of stock options 73,118 81,026 187,504 Issuance of common stock for employee stock purchase plan 136,861 236,887 207,324 Repurchase of common stock (1,161,909) (3,307,074) (2,510,376) Awards effectively repurchased for required employee withholding taxes (285,390) (279,356) (451,639) Shares issued and outstanding, ending balance 65,968,224 66,456,663 69,065,491 Stock Repurchases In February 2020, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program. In February 2022, our board of directors authorized a further $300 million incremental increase to this stock repurchase program. This repurchase authorization has no expiration. We retire shares in the period they are acquired and account for the payment as a reduction to stockholders' equity. The following table summarizes the share repurchases under this program for the years ended December 31, 2021, 2020 and 2019: Year Ended 2021 2020 2019 Total cost (in millions) $ 94 $ 178 $ 140 Total shares 1,161,909 3,307,074 2,510,376 Average price per share $ 81.13 $ 53.85 $ 55.64 As of December 31, 2021, $263 million remains available for repurchase under all authorizations approved by the board of directors. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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 open to federal and significant state income tax examinations for tax year 2016 and subsequent years. The provision for income taxes consists of the following: Year Ended December 31, (in millions) 2021 2020 2019 Current: Federal $ 86 $ 96 $ 53 State 28 30 12 Foreign 1 1 — Total Current 115 127 65 Deferred: Federal (7) (33) (2) State (3) (9) (5) Foreign (2) — — Total Deferred (12) (42) (7) Total $ 103 $ 85 $ 58 The U.S. federal statutory income tax rate reconciled to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 (in millions, except percent) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) $ 441 $ 357 $ 270 U.S. federal statutory tax rate $ 93 21 % $ 75 21 % $ 57 21 % State income taxes, net of federal benefit 32 7 25 7 20 7 Tax rate change (1) — — — — — Nondeductible meals, entertainment and penalties 2 — — — 1 — Stock based compensation (2) — (2) — (1) — Uncertain tax positions (1) — 1 — — — Tax credits (7) (2) (6) (2) (7) (3) State and tax return to provision adjustments (10) (2) (7) (2) (8) (3) Other (3) (1) (1) — (4) (1) Total $ 103 23 % $ 85 24 % $ 58 21 % Our effective income tax rate decreased by 1% to 23% in 2021 from 24% in 2020. The decrease was primarily attributable to benefits associated with a favorable adjustment of our previously disputed receivable from the IRS. Deferred Income Taxes Significant components of our deferred tax assets and liabilities are as follows: Year Ended December 31, (in millions) 2021 2020 Deferred tax assets: Net operating losses (federal and state) $ 3 $ 3 Accrued expenses 20 14 Accrued workers' compensation costs 9 9 Recovery credit 13 26 Operating lease liabilities 13 15 Stock based compensation 3 3 Tax benefits relating to uncertain positions 1 1 Tax credits (federal and state) 6 8 Total 68 79 Valuation allowance (5) (5) Total deferred tax assets 63 74 Deferred tax liabilities: Depreciation and amortization (37) (37) Deferred service revenues — (20) Prepaid commission expenses (24) (22) Operating lease right-of-use assets (10) (13) Other (1) (2) Total deferred tax liabilities (72) (94) Net deferred tax liabilities $ (9) $ (20) As of December 31, 2021, we have an acquired federal net operating loss of $2 million which can be carried forward indefinitely. As of December 31, 2021 and 2020, we have various state net operating loss carryforwards of $45 million and $39 million, respectively, most of which, if unused, will expire in years 2022 through 2040. As of December 31, 2021 and 2020, we have state tax credit carryforwards (net of federal benefit) of $6 million that will begin expiring in 2026. The provision for income taxes for the year ended December 31, 2021 included $7 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 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 filed our answering brief on July 24, 2019 to which the government filed its reply brief on September 6, 2019. Oral arguments occurred on March 11, 2020. On November 5, 2020, the court of appeals affirmed the district court’s judgement in favor of TriNet. The April 5, 2021 deadline for the IRS to petition the Supreme Court for review passed without a petition. TriNet received payment of the full amount of the judgment in February 2022. Valuation Allowance We have recorded a valuation allowance to reflect the estimated amount of deferred tax assets that may not be realized, related to state tax credits and state net operating loss carryforwards. A reconciliation of the beginning and ending amount of the valuation allowance is presented in the table below: Year Ended December 31, (in millions) 2021 2020 2019 Valuation allowance at January 1 $ 5 $ 5 $ 7 (Credited) Charged to net income — — (2) Valuation allowance at December 31 5 5 5 Uncertain Tax Positions A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) related to uncertain income tax provisions, which would affect the effective tax rate if recognized, is presented in the table below: Year Ended December 31, (in millions) 2021 2020 2019 Unrecognized tax benefits at January 1 $ 8 $ 7 $ 6 Additions for tax positions of prior periods — 1 1 Additions for tax positions of current period 1 1 1 Reductions for tax positions of prior period: Settlements with taxing authorities — (1) — Lapse of applicable statute of limitations (1) — (1) Adjustments to tax positions (1) — — Unrecognized tax benefits at December 31 $ 7 $ 8 $ 7 As of December 31, 2021 and 2020, the total amount of gross interest and penalties accrued were immaterial. The unrecognized tax benefit, including accrued interest and penalties, is included in other non-current liabilities on the consolidated balance sheets. 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. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic EPS is computed based on the weighted average shares of common stock 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. 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) 2021 2020 2019 Net income $ 338 $ 272 $ 212 Weighted average shares of common stock outstanding 66 67 70 Basic EPS $ 5.13 $ 4.03 $ 3.04 Net income $ 338 $ 272 $ 212 Weighted average shares of common stock outstanding 66 67 70 Dilutive effect of stock options and restricted stock units 1 1 1 Weighted average shares of common stock outstanding 67 68 71 Diluted EPS $ 5.07 $ 3.99 $ 2.99 Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect 1 1 1 |
401(k) PLAN
401(k) PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
401(k) PLAN | 401(k) PLAN The Company maintains a defined contribution 401(k) plan for the benefit of corporate employees. Under our 401(k) plan, eligible employees may elect to contribute based on their eligible compensation. The Company matches a portion of employee contributions, which amounted to $15 million, $12 million, and $14 million for the years ended December 31, 2021, 2020, and 2019, 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 equity investment firm clients on which a board member serves in an executive role, an equity investment by those firms in a client/vendor company, or other clients/vendors on which our executive officer or board member serves as a member of the client/vendor company's board of directors. We have received $14 million, $22 million, and $25 million in total revenues from such related parties during the years ended December 31, 2021, 2020 and 2019, 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 $2 million, $1 million, and $10 million during the years ended December 31, 2021, 2020 and 2019, for services we received, respectively. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT In December 2021, we entered into a definitive agreement to acquire Zenefits, a leading cloud HR platform which provides innovative and intuitive HR, benefits, payroll and employee engagement software purpose-built for small and medium-size businesses. We believe the acquisition of Zenefits will allow us to diversify our product offering to include an Administrative Services Organization (ASO), enabling us to dynamically service SMBs throughout their lifecycle and expand the customers we serve. The total purchase price of $220 million, subject to customary closing adjustments, will be settled by the issuance of up to $20 million of TriNet stock to eligible selling shareholders, with the remainder paid in cash. The acquisition is subject to customary closing conditions and regulatory approval and is expected to close in the first quarter of 2022. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segment Information | We operate in one 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. |
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. 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 | 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 services. We generate all of our revenue from contracts with clients. We disaggregate revenues into professional services revenues and insurance services revenues as reported on the consolidated statements of income and comprehensive income. In the majority of our contracts, 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, • Workers’ compensation services, and • A right to receive future services at a discount through our Recovery Credit program. 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. In April 2020, we created our Recovery Credit program to assist in the economic recovery of our existing SMB clients and enhance our ability to retain these clients. Under this one-time program eligible clients will receive reductions against fees for future services, accounted for as a discount, over the following 12 months. This option to renew future services at a discount represents a material right and is accounted for as a performance obligation (Recovery Credit). This performance obligation will be satisfied when the clients have successfully renewed the services contracts and the future services are transferred. The consideration we receive that is allocated to this performance obligation is deferred as an unsatisfied performance obligation and is included in client deposits and other client liabilities on the balance sheet. The amount of consideration we defer each period is dependent on the timing of when eligible clients will receive the Recovery Credit, which is subject to a limit on the total amount of $145 million. The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows: (in millions) 2021 2020 Balance at beginning of period $ 92 $ — (+) Accruals 17 128 (-) Distributions to clients (86) (36) Balance at end of period $ 23 $ 92 We generally charge new clients a nominal upfront non-refundable 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. Client Deposits and Other Client Liabilities Client deposits and other client liabilities represents our contractual commitments and payables to clients, including indemnity guarantee payments received from clients, amounts prefunded by clients for their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment, as well as service fee consideration received for unsatisfied performance obligations of $23 million. Variable Consideration and Pricing Allocation Our contracts with clients generally do not include any variable consideration. However, from time to time, we may offer credits to our clients considered to be variable consideration. Incentive credits related to contract renewals are recorded as a reduction to revenue as part of the transaction price at contract inception and are allocated among the performance obligations based on their relative standalone selling prices. Credits based on the performance of our insurance costs are recorded as a reduction to insurance services revenues and included in client deposits and other client liabilities on the balance sheet. In 2021, we accrued $25 million under our 2021 Credit Program, payable within 12 months to eligible clients as of March 31, 2021, related to the expected performance of our health insurance costs for the year. 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 determined 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 periods of up to 12 months rather than as payroll tax is otherwise determined and due, 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 less than one year, we have elected, as a practical 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 and an allowance for credit losses, are recorded as unbilled revenue. As of December 31, 2021 and 2020, advance collections included in unbilled revenue were $8 million and $24 million, respectively. |
Insurance Costs | Our 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, payments for claim costs and other risk management services, reimbursement of claims payments made by insurance carriers or third-party administrators below a predefined deductible limit, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers. 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 expenses or insurance premiums and other payables, respectively. |
Accrued Workers' Compensation Costs & Accrued Health Insurance Costs | We have secured workers' compensation insurance policies with insurance carriers to administer and pay claims for our clients and WSEs. We are responsible for reimbursing the insurance carriers for losses up to $1 million per claim occurrence (deductible layer). 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 costs represent our liability to reimburse insurance carriers for our share of their losses and loss adjustment expenses. These accrued costs are established to provide for the estimated ultimate costs of paying claims within the deductible layer in accordance with workers' compensation insurance policies. These accrued costs include estimates for reported and incurred but not reported (IBNR) losses, accrued costs on reported claims, and expenses associated with processing and settling the claims. In establishing these accrued costs, we use an external actuary to provide an estimate of undiscounted future cash payments that would be made to settle the claims based upon: • historical loss experience, exposure data, and industry loss experience related to TriNet’s insurance policies, • inputs including WSE job responsibilities and location, • historical volume and severity of workers' compensation claims, • an estimate of future cost trends, • 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 costs 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 costs. Adjustments to previously established accrued 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 costs. Costs expected to be paid within one year are recorded as accrued workers' compensation costs. Costs expected to be paid beyond one year are included in accrued workers' compensation costs, less current portion. 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. In instances where we pay collateral to carriers and the agreement permits net settlement of obligations against collateral held, we record our accrued costs net of that collateral (Carrier Collateral Offset). We offset Carrier Collateral Offset against our obligation due within the next 12 months before applying against long-term obligations. Collateral balances in excess of accrued costs are recorded in other assets. Accrued Health Insurance Costs We sponsor and administer a number of employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In 2021, the majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies. Accrued 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 accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon external 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 subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of December 31, 2021 and 2020, prepayments and miscellaneous receivables offsetting accrued health insurance costs were $54 million and $49 million, respectively. When the prepaid amount is in excess of our recorded liability the net asset position is included in prepaid expenses. As of December 31, 2021 and 2020, accrued health insurance costs offsetting prepaid expenses were $79 million and $58 million, respectively. |
Leases | 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 right-of-use (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, 2021 and 2020, the weighted-average rate used in discounting the lease liability was 3.9% and 4.0%, respectively. |
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. |
Restricted Cash, Cash Equivalents and Investments | Restricted cash, cash equivalents and investments presented on our consolidated balance sheets include: • cash and cash equivalents in trust accounts functioning as security deposits for our insurance carriers, • payroll funds collected representing cash collected in advance from clients which we designate as restricted for the purpose of funding WSE payroll and payroll taxes and other payroll related liabilities, and • amounts held in trust for current and future premium and claim obligations with our insurance carriers, 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 | Our investments are primarily classified as available-for-sale and are carried at estimated fair value. Unrealized gains and losses are reported as a component of accumulated other comprehensive income, net of deferred income taxes. The amortized cost of debt 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 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 realized gains and losses on the sale of available-for-sale securities. Realized gains and losses are included in interest income in the accompanying consolidated statements of income and comprehensive income. We assess our investments for credit impairment. We review several factors to determine whether an unrealized loss is credit related, such as financial condition and future prospects of the issuer. To the extent that a security's amortized cost basis exceeds the present value of the cash flows expected to be collected from the security, an allowance for credit losses will be recognized. If management intends to sell or will more likely than not be required to sell the security before any anticipated recovery, a write down will be recognized in earnings 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. |
Comprehensive Income | Comprehensive income consists of net income and other comprehensive income. Other comprehensive (loss) income includes those gains and losses included in comprehensive income, but excluded from net income, in accordance with GAAP. Other comprehensive (loss) income is comprised of immaterial net unrealized gains or losses arising on available-for-sale investments, net of deferred taxes. |
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 are comprised of cash 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 liabilities 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 1—observable inputs for identical assets or liabilities, such as quoted prices in active markets, • Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly, • Level 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, investments and long-term debt in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety. |
Accounts Receivable | Our accounts receivable represents outstanding gross billings to clients, net of an allowance for estimated credit losses. 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 credit losses based on the credit quality of clients, current economic conditions, the age of the accounts receivable balances, historical experience, and other factors that may affect clients’ ability to pay, and charge-off amounts against the allowance when they are deemed uncollectible. |
Property and Equipment | 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. |
Internal-use Software | We capitalize internal and external costs incurred to develop internal-use computer software during the application development stage. Application development stage costs include 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.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. |
Impairment or Disposal 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 one reporting unit within our one 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, no impairment loss was recognized in the results of operations for the years ended December 31, 2021, 2020 and 2019. Intangible assets with finite useful lives are amortized over their respective estimated useful lives ranging from one year 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, we recognized a $7 million impairment charge for customer contract lists for the year ended December 31, 2021. There were no impairment charges recognized for the years ended December 31, 2020 and 2019. |
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. |
Stock-Based Compensation | Our stock based awards to employees include time based and performance based restricted stock units and 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 either 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.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 the 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. |
Concentrations of Credit Risk | Financial instruments subject to concentrations of credit risk include cash, cash equivalents and investments (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. |
Recent Accounting Pronouncements | Recently adopted accounting guidance Credit Losses - We adopted ASU 2016-13 - Financial Instruments - Credit Losses (ASC Topic 326) effective January 1, 2020 using a modified retrospective approach, under which we recognized the cumulative effects of initially applying this guidance as an adjustment to the opening balance of retained earnings on January 1, 2020 with unchanged comparative periods. We are 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 modified the impairment guidance for available-for-sale debt securities to require an allowance for credit losses. The adoption of ASC Topic 326 did not have a material effect on our financial statements. Recognizing and Measuring Contract Assets and Contract Liabilities From Contracts With Customers Acquired in a Business Combination – We will early adopt ASU 2021-08 – Business Combinations (Topic 805) effective January 1, 2022. ASU 2021-08 amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and requires that we recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. The adoption of ASU 2021-08 will not have a material effect on our financial statements. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Change in balance of the recovery credit unsatisfied performance obligation | The change in the balance of the Recovery Credit unsatisfied performance obligation was as follows: (in millions) 2021 2020 Balance at beginning of period $ 92 $ — (+) Accruals 17 128 (-) Distributions to clients (86) (36) Balance at end of period $ 23 $ 92 |
Capitalized contract cost | The below table summarizes the amounts capitalized and amortized during the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (in millions) 2021 2020 2019 Deferred commission expense: Capitalized $ 28 $ 29 $ 45 Amortized 25 19 10 |
CASH, CASH EQUIVALENTS AND IN_2
CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | Our total cash, cash equivalents and investments are summarized below: December 31, 2021 December 31, 2020 (in millions) Cash and cash equivalents Available-for-sale marketable securities Total Cash and cash equivalents Available-for-sale marketable securities Total Cash and cash equivalents $ 612 $ — $ 612 $ 301 $ — $ 301 Investments — 135 135 — 57 57 Restricted cash, cash equivalents and investments Payroll funds collected 1,012 — 1,012 1,228 — 1,228 Collateral for health benefits claims 25 98 123 16 82 98 Collateral for workers' compensation claims 58 — 58 60 — 60 Other security deposits 2 — 2 2 — 2 Total restricted cash, cash equivalents and investments 1,097 98 1,195 1,306 82 1,388 Investments, noncurrent — 168 168 — 138 138 Restricted cash, cash equivalents and investments, noncurrent Collateral for workers' compensation claims 29 137 166 36 174 210 Total $ 1,738 $ 538 $ 2,276 $ 1,643 $ 451 $ 2,094 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Amortized Cost, Gross Unrealized Gains and Losses, Fair Values of Investments | The amortized cost, gross unrealized gains, gross unrealized losses, and fair value of our AFS investments as of December 31, 2021 and 2020 are presented below: December 31, 2021 December 31, 2020 (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Asset-backed securities $ 49 $ — $ — $ 49 $ 24 $ — $ — $ 24 Corporate bonds 167 1 (1) 167 126 2 — 128 U.S. government agencies and government-sponsored agencies 17 — — 17 27 1 — 28 U.S. treasuries 285 1 (1) 285 261 4 — 265 Certificate of deposit 11 — — 11 — — — — Other debt securities 9 — — 9 6 — — 6 Total $ 538 $ 2 $ (2) $ 538 $ 444 $ 7 $ — $ 451 |
Fair Value of Debt Investments by Contractual Maturity | The fair value of debt investments by contractual maturity are shown below: (in millions) December 31, 2021 One year or less $ 193 Over one year through five years 310 Over five years through ten years 10 Over ten years 25 Total fair value $ 538 |
Proceeds from Available-for-sale Securities | The gross proceeds from sales and maturities of AFS securities for the years ended December 31, 2021, 2020, and 2019 are presented below. We had immaterial gross realized gains and losses from sales of investments for the years ended December 31, 2021, 2020, and 2019. Year Ended December 31, (in millions) 2021 2020 2019 Gross proceeds from sales $ 162 $ 93 $ 76 Gross proceeds from maturities 187 131 83 Total $ 349 $ 224 $ 159 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
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, 2021 and 2020: (in millions) Level 1 Level 2 Total December 31, 2021 Cash equivalents: Money market mutual funds $ 4 $ — $ 4 U.S. treasuries — 21 21 Total cash equivalents 4 21 25 Investments: Asset-backed securities — 49 49 Corporate bonds — 137 137 U.S. government agencies and government-sponsored agencies — 2 2 U.S. treasuries — 106 106 Other debt securities — 9 9 Total investments — 303 303 Restricted cash equivalents: Money market mutual funds 93 — 93 Certificate of deposit — 1 1 Total restricted cash equivalents 93 1 94 Restricted investments: Corporate bonds — 30 30 U.S. government agencies and government-sponsored agencies — 15 15 U.S. treasuries — 179 179 Certificate of deposit — 11 11 Total restricted investments — 235 235 Total investments and restricted cash equivalents and investments $ 97 $ 560 $ 657 (in millions) Level 1 Level 2 Total December 31, 2020 Cash equivalents: Money market mutual funds $ 2 $ — $ 2 U.S. treasuries — 11 11 Total cash equivalents 2 11 13 Investments: Asset-backed securities — 24 24 Corporate bonds — 93 93 U.S. government agencies and government-sponsored agencies — 5 5 U.S. treasuries — 67 67 Other debt securities — 6 6 Total investments — 195 195 Restricted cash equivalents: Money market mutual funds 99 — 99 Total restricted cash equivalents 99 — 99 Restricted investments: Corporate bonds — 35 35 U.S. government agencies and government-sponsored agencies — 23 23 U.S. treasuries — 198 198 Total restricted investments — 256 256 Total investments and restricted cash equivalents and investments $ 101 $ 462 $ 563 |
PROPERTY, EQUIPMENT AND SOFTW_2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software, Net | Property, equipment and software, net, consists of the following: (in millions) December 31, 2021 December 31, 2020 Software $ 236 $ 204 Office equipment, including data processing equipment 31 28 Leasehold improvements 25 24 Furniture, fixtures, and equipment 17 16 Projects in progress 1 1 Total 310 273 Less: Accumulated depreciation (231) (194) Property and equipment, net $ 79 $ 79 The following table summarizes our depreciation expense and capitalized internally developed software costs and related depreciation expense. Year Ended December 31, (in millions) 2021 2020 2019 Depreciation expense $ 42 $ 42 $ 41 Capitalized internally developed software costs 33 36 31 Depreciation expense for capitalized internally developed software costs 33 31 29 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | Changes in goodwill for the years ended December 31, 2021 and 2020 are as follows: (in millions) Amount Balance at December 31, 2019 $ 289 Additions 5 Balance at December 31, 2020 $ 294 Additions — Balance at December 31, 2021 $ 294 |
Summary of Goodwill and Other Intangible Assets | Other intangibles consists of customer contact lists with a weighted average amortization period of 10 years: (in millions) December 31, 2021 December 31, 2020 Gross carrying amount $ 98 $ 98 Accumulated amortization (92) (80) Net carrying amount $ 6 $ 18 |
Expected Expense Related to Intangibles Amortization in Future Periods | Expense related to intangibles amortization in future periods as of December 31, 2021 is expected to be as follows: Year ending December 31: Amount 2022 $ 4 2023 2 2024 and thereafter — Total $ 6 |
ACCRUED WORKERS' COMPENSATION_2
ACCRUED WORKERS' COMPENSATION COSTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Insurance [Abstract] | |
Summary of Activities for Unpaid Claims, Claims Adjustment Expenses and Workers' Compensation Liabilities | The following table summarizes the accrued workers’ compensation cost activity for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, (in millions) 2021 2020 2019 Total accrued costs, beginning of year $ 205 $ 214 $ 238 Incurred Current year 66 64 72 Prior years (23) (20) (31) Total incurred 43 44 41 Paid Current year (10) (8) (14) Prior years (40) (45) (51) Total paid (50) (53) (65) Total accrued costs, end of year $ 198 $ 205 $ 214 The following tables summarize workers' compensation liabilities on the consolidated balance sheets: (in millions) December 31, 2021 December 31, 2020 Total accrued costs, end of year $ 198 $ 205 Collateral paid to carriers and offset against accrued costs (8) (8) Total accrued costs, net of carrier collateral offset $ 190 $ 197 Payable in less than 1 year (net of collateral paid to carriers of $2 and $3 as of December 31, 2021 and 2020, respectively) $ 55 59 Payable in more than 1 year (net of collateral paid to carriers of $6 and $5 as of December 31, 2021 and 2020, respectively) 135 138 Total accrued costs, net of carrier collateral offset $ 190 $ 197 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease Payments | Future minimum lease payments as of December 31, 2021 were as follows: (in millions) December 31, 2021 2022 $ 13 2023 12 2024 9 2025 8 2026 7 2026 and thereafter 9 Total future minimum lease payments $ 58 Less: imputed interest (6) Total operating lease liabilities $ 52 Current portion 11 Non-current portion 41 |
LONG-TERM DEBT AND REVOLVING _2
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Line of Credit Facility [Abstract] | |
Schedule of Debt | As of December 31, 2021 and 2020, long-term debt consisted of the following: (in millions) December 31, 2021 December 31, 2020 2018 Term Loan A $ — $ 370 2029 Notes 500 — Principal amount 500 370 Deferred issuance costs (5) — Less: current portion — (22) Long-term debt, noncurrent $ 495 $ 348 Annual contractual interest rate 3.50 % 1.77 % Effective interest rate 3.67 % 1.87 % |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under Equity-Based Plans | The following table summarizes stock option activity for the year ended December 31, 2021: Number Weighted Weighted (in years) Aggregate Balance at December 31, 2020 379,985 $ 15.10 3.2 $ 25 Exercised (73,118) 10.20 Balance at December 31, 2021 (1) 306,867 $ 16.20 2.2 $ 24 (1) All options are vested and exercisable. |
Additional Disclosure for Stock Options | Year Ended December 31, Additional Disclosures for Stock Options (in millions) 2021 2020 2019 Total fair value of options vested $ — $ — $ 1 Total intrinsic value of options exercised 6 4 9 Cash received from options exercised 1 1 2 |
Summary of RSU and RSA Activity Under Equity-Based Plans | The following tables summarize RSU and RSA activity for the year ended December 31, 2021: 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, 2020 1,230,071 30,026 1,260,097 $ 54.04 Granted 562,881 — 562,881 83.71 Vested (603,674) (24,282) (627,956) 54.91 Forfeited (180,351) — (180,351) 60.96 Nonvested at December 31, 2021 1,008,927 5,744 1,014,671 $ 68.74 Year Ended December 31, Additional Disclosures for equity-based plans 2021 2020 2019 Total grant date fair value of shares granted (in millions) $ 47 $ 50 $ 38 Total grant date fair value of shares vested (in millions) $ 34 $ 31 $ 30 Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees 207,603 230,569 315,762 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, 2020 167,127 16,052 183,179 $ 52.89 Granted 246,349 — 246,349 67.70 Vested (145,207) (16,052) (161,259) 52.24 Forfeited (13,045) — (13,045) 61.33 Nonvested at December 31, 2021 255,224 — 255,224 $ 67.16 |
Additional Disclosures for Equity-Based Plans | Year Ended December 31, Additional Disclosures for equity-based plans 2021 2020 2019 Total grant date fair value of shares granted (in millions) (1) $ 16 $ 10 $ 4 Total grant date fair value of shares vested (in millions) $ 8 $ 5 $ 11 Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees 77,787 48,787 135,877 (1) Amount includes fair value of finalized additional grant related to the most recently ended performance period. |
Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options | In applying the Black Scholes option valuation model for the ESPP options, we use the following assumptions: Year Ended December 31, (in millions) 2021 2020 2019 Expected Term (in Years) 0.5 0.5 0.5 Expected Volatility 21-35% 40-83% 27-42% Risk-Free Interest Rate 0.4-0.7% 0.2-1.6% 1.6-2.5% Expected Dividend Yield 0 % 0 % 0 % Shares Issued under ESPP 136,861 236,887 207,324 |
Stock-based Compensation Expense | Stock based compensation expense and other disclosures for stock based awards made to our employees pursuant to the equity plans were as follows: Year Ended December 31, (in millions) 2021 2020 2019 Cost of providing services $ 12 $ 9 $ 8 Sales and marketing 6 6 3 General and administrative 29 26 28 Systems development and programming costs 3 2 2 Total stock based compensation expense $ 50 $ 43 $ 41 Total stock based compensation capitalized $ 1 $ 1 $ 1 Income tax benefit related to stock based compensation expense $ 10 $ 9 $ 11 Tax benefit realized from stock options exercised and similar awards $ 16 $ 14 $ 18 The table below summarizes unrecognized compensation expense for the year ended December 31, 2021 associated with the following: Amount Weighted-Average Period (in Years) Nonvested time based RSUs and RSAs $ 64 2.38 Nonvested performance based RSUs and RSAs 15 1.44 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock | The following table shows the beginning and ending balances of our issued and outstanding common stock for the year ended December 31, 2021, 2020, and 2019: Year Ended 2021 2020 2019 Shares issued and outstanding, beginning balance 66,456,663 69,065,491 70,596,559 Issuance of common stock from vested restricted stock units 748,881 659,689 1,036,119 Issuance of common stock from exercise of stock options 73,118 81,026 187,504 Issuance of common stock for employee stock purchase plan 136,861 236,887 207,324 Repurchase of common stock (1,161,909) (3,307,074) (2,510,376) Awards effectively repurchased for required employee withholding taxes (285,390) (279,356) (451,639) Shares issued and outstanding, ending balance 65,968,224 66,456,663 69,065,491 |
Schedule of Stock Repurchase | The following table summarizes the share repurchases under this program for the years ended December 31, 2021, 2020 and 2019: Year Ended 2021 2020 2019 Total cost (in millions) $ 94 $ 178 $ 140 Total shares 1,161,909 3,307,074 2,510,376 Average price per share $ 81.13 $ 53.85 $ 55.64 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The provision for income taxes consists of the following: Year Ended December 31, (in millions) 2021 2020 2019 Current: Federal $ 86 $ 96 $ 53 State 28 30 12 Foreign 1 1 — Total Current 115 127 65 Deferred: Federal (7) (33) (2) State (3) (9) (5) Foreign (2) — — Total Deferred (12) (42) (7) Total $ 103 $ 85 $ 58 |
U.S. Federal Statutory Income Tax Rate Reconciled to Effective Tax Rate | The U.S. federal statutory income tax rate reconciled to our effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 (in millions, except percent) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) Pre-Tax Income Tax Expense/(Benefit) Percent of Pre-Tax Income (Loss) $ 441 $ 357 $ 270 U.S. federal statutory tax rate $ 93 21 % $ 75 21 % $ 57 21 % State income taxes, net of federal benefit 32 7 25 7 20 7 Tax rate change (1) — — — — — Nondeductible meals, entertainment and penalties 2 — — — 1 — Stock based compensation (2) — (2) — (1) — Uncertain tax positions (1) — 1 — — — Tax credits (7) (2) (6) (2) (7) (3) State and tax return to provision adjustments (10) (2) (7) (2) (8) (3) Other (3) (1) (1) — (4) (1) Total $ 103 23 % $ 85 24 % $ 58 21 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows: Year Ended December 31, (in millions) 2021 2020 Deferred tax assets: Net operating losses (federal and state) $ 3 $ 3 Accrued expenses 20 14 Accrued workers' compensation costs 9 9 Recovery credit 13 26 Operating lease liabilities 13 15 Stock based compensation 3 3 Tax benefits relating to uncertain positions 1 1 Tax credits (federal and state) 6 8 Total 68 79 Valuation allowance (5) (5) Total deferred tax assets 63 74 Deferred tax liabilities: Depreciation and amortization (37) (37) Deferred service revenues — (20) Prepaid commission expenses (24) (22) Operating lease right-of-use assets (10) (13) Other (1) (2) Total deferred tax liabilities (72) (94) Net deferred tax liabilities $ (9) $ (20) |
Reconciliation of Beginning and Ending Valuation Allowance | A reconciliation of the beginning and ending amount of the valuation allowance is presented in the table below: Year Ended December 31, (in millions) 2021 2020 2019 Valuation allowance at January 1 $ 5 $ 5 $ 7 (Credited) Charged to net income — — (2) Valuation allowance at December 31 5 5 5 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) related to uncertain income tax provisions, which would affect the effective tax rate if recognized, is presented in the table below: Year Ended December 31, (in millions) 2021 2020 2019 Unrecognized tax benefits at January 1 $ 8 $ 7 $ 6 Additions for tax positions of prior periods — 1 1 Additions for tax positions of current period 1 1 1 Reductions for tax positions of prior period: Settlements with taxing authorities — (1) — Lapse of applicable statute of limitations (1) — (1) Adjustments to tax positions (1) — — Unrecognized tax benefits at December 31 $ 7 $ 8 $ 7 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted EPS | 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) 2021 2020 2019 Net income $ 338 $ 272 $ 212 Weighted average shares of common stock outstanding 66 67 70 Basic EPS $ 5.13 $ 4.03 $ 3.04 Net income $ 338 $ 272 $ 212 Weighted average shares of common stock outstanding 66 67 70 Dilutive effect of stock options and restricted stock units 1 1 1 Weighted average shares of common stock outstanding 67 68 71 Diluted EPS $ 5.07 $ 3.99 $ 2.99 Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect 1 1 1 |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)reporting_unitsegment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 30, 2020USD ($) | |
Summary Of Significant Accounting Policy [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Recovery credit program, maximum allowed amount | $ 145,000,000 | |||
Unsatisfied performance obligations | $ 23,000,000 | $ 92,000,000 | $ 0 | |
Incentive credits | 25,000,000 | |||
Advance collection | 8,000,000 | 24,000,000 | ||
Maximum reimbursement per claim occurrence | $ 1,000,000 | |||
Plan years to be settled | 10 years | |||
Prepaid Insurance | $ 54,000,000 | $ 49,000,000 | ||
Weighted-average rate used in discounting the lease liabilities | 3.90% | 4.00% | ||
Number of reporting units | reporting_unit | 1 | |||
Impairment of goodwill | $ 0 | $ 0 | 0 | |
Impairment of finite-lived intangible assets | 7,000,000 | 0 | 0 | |
Advertising costs | $ 21,000,000 | 19,000,000 | $ 18,000,000 | |
Minimum | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of intangible assets | 1 year | |||
Minimum | Software Development | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of intangible assets | 3 years | |||
Minimum | Software And Office Equipment | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of property and equipment | 3 years | |||
Minimum | Furniture, fixtures, and equipment | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of property and equipment | 5 years | |||
Maximum | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of intangible assets | 10 years | |||
Maximum | Software Development | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of intangible assets | 5 years | |||
Maximum | Software And Office Equipment | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of property and equipment | 5 years | |||
Maximum | Furniture, fixtures, and equipment | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Estimated useful life of property and equipment | 7 years | |||
Non-US | Geographic Concentration Risk | Revenue | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Concentration risk percentage | 1.00% | |||
Health Care | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Prepaid Insurance | $ 79,000,000 | $ 58,000,000 |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Recovery Credits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unsatisfied Performance Obligation [Roll Forward] | ||
Balance at beginning of period | $ 92 | $ 0 |
(+) Accruals | 17 | 128 |
(-) Distributions to clients | (86) | (36) |
Balance at end of period | $ 23 | $ 92 |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Summary of Amounts Capitalized and Amortized (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Capitalized | $ 28 | $ 29 | $ 45 |
Amortized | $ 25 | $ 19 | $ 10 |
CASH, CASH EQUIVALENTS AND IN_3
CASH, CASH EQUIVALENTS AND INVESTMENTS - UNRESTRICTED AND RESTRICTED (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | $ 612 | $ 301 |
Investments | 135 | 57 |
Restricted cash, cash equivalents and investments | 1,195 | 1,388 |
Investments, noncurrent | 168 | 138 |
Collateral for workers' compensation claims | 166 | 210 |
Total | 2,276 | 2,094 |
Payroll funds collected | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 1,012 | 1,228 |
Collateral for health benefits claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 123 | 98 |
Collateral for workers' compensation claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 58 | 60 |
Collateral for workers' compensation claims | 166 | 210 |
Other security deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 2 | 2 |
Cash and cash equivalents | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | 612 | 301 |
Investments | 0 | 0 |
Restricted cash, cash equivalents and investments | 1,097 | 1,306 |
Investments, noncurrent | 0 | 0 |
Total | 1,738 | 1,643 |
Cash and cash equivalents | Payroll funds collected | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 1,012 | 1,228 |
Cash and cash equivalents | Collateral for health benefits claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 25 | 16 |
Cash and cash equivalents | Collateral for workers' compensation claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 58 | 60 |
Collateral for workers' compensation claims | 29 | 36 |
Cash and cash equivalents | Other security deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 2 | 2 |
Available for sale marketable securities | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Investments | 135 | 57 |
Restricted cash, cash equivalents and investments | 98 | 82 |
Investments, noncurrent | 168 | 138 |
Total | 538 | 451 |
Available for sale marketable securities | Payroll funds collected | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 0 | 0 |
Available for sale marketable securities | Collateral for health benefits claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 98 | 82 |
Available for sale marketable securities | Collateral for workers' compensation claims | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | 0 | 0 |
Collateral for workers' compensation claims | 137 | 174 |
Available for sale marketable securities | Other security deposits | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash, cash equivalents and investments | $ 0 | $ 0 |
INVESTMENTS - Amortized Cost, G
INVESTMENTS - Amortized Cost, Gross Unrealized Gains and Losses, Fair Values of Investments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities | ||
Amortized Cost | $ 538 | $ 444 |
Gross Unrealized Gains | 2 | 7 |
Gross Unrealized Losses | (2) | 0 |
Fair Value | 538 | 451 |
Asset-backed securities | ||
Debt Securities | ||
Amortized Cost | 49 | 24 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 49 | 24 |
Corporate bonds | ||
Debt Securities | ||
Amortized Cost | 167 | 126 |
Gross Unrealized Gains | 1 | 2 |
Gross Unrealized Losses | (1) | 0 |
Fair Value | 167 | 128 |
U.S. government agencies and government-sponsored agencies | ||
Debt Securities | ||
Amortized Cost | 17 | 27 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 17 | 28 |
U.S. treasuries | ||
Debt Securities | ||
Amortized Cost | 285 | 261 |
Gross Unrealized Gains | 1 | 4 |
Gross Unrealized Losses | (1) | 0 |
Fair Value | 285 | 265 |
Certificate of deposit | ||
Debt Securities | ||
Amortized Cost | 11 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 11 | 0 |
Other debt securities | ||
Debt Securities | ||
Amortized Cost | 9 | 6 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 9 | $ 6 |
INVESTMENTS - Fair Value of Deb
INVESTMENTS - Fair Value of Debt Investments by Contractual Maturity (Details) $ in Millions | Dec. 31, 2021USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
One year or less | $ 193 |
Over one year through five years | 310 |
Over five years through ten years | 10 |
Over ten years | 25 |
Total fair value | $ 538 |
INVESTMENTS - Gross Proceeds fr
INVESTMENTS - Gross Proceeds from AFS debt securities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Gross proceeds from sales | $ 162 | $ 93 | $ 76 |
Gross proceeds from maturities | 187 | 131 | 83 |
Total | $ 349 | $ 224 | $ 159 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | $ 538 | $ 451 |
Total | 2,276 | 2,094 |
Fair Value Measurements on a Recurring Basis | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 25 | 13 |
Investments: | 303 | 195 |
Restricted cash equivalents: | 94 | 99 |
Restricted investments: | 235 | 256 |
Total | 657 | 563 |
Fair Value Measurements on a Recurring Basis | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 49 | 24 |
Fair Value Measurements on a Recurring Basis | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 137 | 93 |
Restricted investments: | 30 | 35 |
Fair Value Measurements on a Recurring Basis | U.S. government agencies and government-sponsored agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 2 | 5 |
Restricted investments: | 15 | 23 |
Fair Value Measurements on a Recurring Basis | U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 106 | 67 |
Restricted investments: | 179 | 198 |
Fair Value Measurements on a Recurring Basis | Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Restricted cash equivalents: | 1 | |
Restricted investments: | 11 | |
Fair Value Measurements on a Recurring Basis | Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 9 | 6 |
Fair Value Measurements on a Recurring Basis | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 4 | 2 |
Investments: | 0 | 0 |
Restricted cash equivalents: | 93 | 99 |
Restricted investments: | 0 | 0 |
Total | 97 | 101 |
Fair Value Measurements on a Recurring Basis | Level 1 | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 0 | 0 |
Fair Value Measurements on a Recurring Basis | Level 1 | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 0 | 0 |
Restricted investments: | 0 | 0 |
Fair Value Measurements on a Recurring Basis | Level 1 | U.S. government agencies and government-sponsored agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 0 | 0 |
Restricted investments: | 0 | 0 |
Fair Value Measurements on a Recurring Basis | Level 1 | U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 0 | 0 |
Restricted investments: | 0 | 0 |
Fair Value Measurements on a Recurring Basis | Level 1 | Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Restricted investments: | 0 | |
Fair Value Measurements on a Recurring Basis | Level 1 | Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 0 | 0 |
Fair Value Measurements on a Recurring Basis | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 21 | 11 |
Investments: | 303 | 195 |
Restricted cash equivalents: | 1 | 0 |
Restricted investments: | 235 | 256 |
Total | 560 | 462 |
Fair Value Measurements on a Recurring Basis | Level 2 | Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 49 | 24 |
Fair Value Measurements on a Recurring Basis | Level 2 | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 137 | 93 |
Restricted investments: | 30 | 35 |
Fair Value Measurements on a Recurring Basis | Level 2 | U.S. government agencies and government-sponsored agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 2 | 5 |
Restricted investments: | 15 | 23 |
Fair Value Measurements on a Recurring Basis | Level 2 | U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 106 | 67 |
Restricted investments: | 179 | 198 |
Fair Value Measurements on a Recurring Basis | Level 2 | Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Restricted investments: | 11 | |
Fair Value Measurements on a Recurring Basis | Level 2 | Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments: | 9 | 6 |
Money market mutual funds | Fair Value Measurements on a Recurring Basis | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 4 | 2 |
Money market mutual funds | Fair Value Measurements on a Recurring Basis | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 4 | 2 |
Money market mutual funds | Fair Value Measurements on a Recurring Basis | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 0 | 0 |
U.S. treasuries | Fair Value Measurements on a Recurring Basis | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 21 | 11 |
U.S. treasuries | Fair Value Measurements on a Recurring Basis | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 0 | 0 |
U.S. treasuries | Fair Value Measurements on a Recurring Basis | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents: | 21 | $ 11 |
Certificate of deposit | Fair Value Measurements on a Recurring Basis | Level 1 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Restricted cash equivalents: | 0 | |
Certificate of deposit | Fair Value Measurements on a Recurring Basis | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Restricted cash equivalents: | $ 1 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | Dec. 31, 2021USD ($) |
2029 Notes | |
Debt Instrument [Line Items] | |
Notes Payable, Fair Value Disclosure | $ 500 |
PROPERTY, EQUIPMENT AND SOFTW_3
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 310 | $ 273 |
Less: Accumulated depreciation | (231) | (194) |
Property and equipment, net | 79 | 79 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 236 | 204 |
Office equipment, including data processing equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 31 | 28 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 25 | 24 |
Furniture, fixtures, and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 17 | 16 |
Projects in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1 | $ 1 |
PROPERTY, EQUIPMENT AND SOFTW_4
PROPERTY, EQUIPMENT AND SOFTWARE, NET - Depreciation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 42 | $ 42 | $ 41 |
Capitalized internally developed software costs | 33 | 36 | 31 |
Depreciation expense for capitalized internally developed software costs | $ 33 | $ 31 | $ 29 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 294 | $ 289 |
Additions | 0 | 5 |
Goodwill, Ending Balance | $ 294 | $ 294 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortizable intangibles: | ||
Net carrying amount | $ 6 | |
Customer Contracts [Member] | ||
Amortizable intangibles: | ||
Weighted average amortization period | 10 years | |
Gross carrying amount | $ 98 | $ 98 |
Accumulated amortization | (92) | (80) |
Net carrying amount | $ 6 | $ 18 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Impairment of finite-lived intangible assets | $ 7,000,000 | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Expected Expense Related to Intangibles Amortization in Future Periods (Details) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 4 |
2023 | 2 |
2024 and thereafter | 0 |
Net carrying amount | $ 6 |
ACCRUED WORKERS' COMPENSATION_3
ACCRUED WORKERS' COMPENSATION COSTS - Summary of Activities in Liability for Unpaid Claims and Claims Adjustment Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liability for Unpaid Claims and Claims Adjustment Expense | |||
Total accrued costs, beginning of year | $ 205 | $ 214 | $ 238 |
Incurred | |||
Current year | 66 | 64 | 72 |
Prior years | (23) | (20) | (31) |
Total incurred | 43 | 44 | 41 |
Paid | |||
Current year | (10) | (8) | (14) |
Prior years | (40) | (45) | (51) |
Total paid | (50) | (53) | (65) |
Total accrued costs, end of year | $ 198 | $ 205 | $ 214 |
ACCRUED WORKERS' COMPENSATION_4
ACCRUED WORKERS' COMPENSATION COSTS - Summary of Workers' Compensation Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Insurance [Abstract] | ||||
Total accrued costs, end of year | $ 198 | $ 205 | $ 214 | $ 238 |
Collateral paid to carriers and offset against accrued costs | (8) | (8) | ||
Total loss reserves, net of carrier collateral offset | 190 | 197 | ||
Accrued workers' compensation costs, net | 55 | 59 | ||
Payable in more than 1 year | 135 | 138 | ||
Collateral paid, current | (2) | 3 | ||
Collateral paid, noncurrent | $ 6 | $ (5) |
ACCRUED WORKERS' COMPENSATION_5
ACCRUED WORKERS' COMPENSATION COSTS - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Insurance [Abstract] | ||
Collateral held by insurance carriers | $ 43 | $ 45 |
Collateral paid to carriers and offset against loss reserves | $ 8 | $ 8 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)lease | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Operating Leased Assets [Line Items] | |||
Number of leases with option to extend | lease | 1 | ||
Renewal term | 5 years | ||
Operating lease expense | $ | $ 13 | $ 17 | $ 19 |
Lease term (in years) | 5 years 2 months 12 days | 5 years 9 months 18 days | |
Minimum | |||
Operating Leased Assets [Line Items] | |||
Term of contract (in years) | 1 year | ||
Maximum | |||
Operating Leased Assets [Line Items] | |||
Term of contract (in years) | 7 years |
LEASES - Operating Lease Paymen
LEASES - Operating Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 13 | |
2023 | 12 | |
2024 | 9 | |
2025 | 8 | |
2026 | 7 | |
2026 and thereafter | 9 | |
Total future minimum lease payments | 58 | |
Less: imputed interest | (6) | |
Total operating lease liabilities | 52 | |
Current portion | 11 | $ 11 |
Non-current portion | $ 41 | $ 49 |
LONG-TERM DEBT AND REVOLVING _3
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS - Components of Notes Payable (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Deferred issuance costs | $ (5) | $ 0 |
Less: current portion | 0 | (22) |
Long-term debt, noncurrent | $ 495 | $ 348 |
Annual contractual interest rate | 3.50% | 1.77% |
Effective interest rate | 3.67% | 1.87% |
Notes Payable | ||
Line of Credit Facility [Line Items] | ||
Notes payable | $ 500 | $ 370 |
Notes Payable | 2018 Term Loan A | ||
Line of Credit Facility [Line Items] | ||
Notes payable | 0 | 370 |
Notes Payable | 2029 Notes | ||
Line of Credit Facility [Line Items] | ||
Notes payable | $ 500 | $ 0 |
LONG-TERM DEBT AND REVOLVING _4
LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT BORROWINGS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Annual contractual interest rate | 3.50% | 1.77% | |
2029 Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
New term loan | $ 500 | ||
Annual contractual interest rate | 3.50% | ||
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 101.75% | ||
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Three | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 100.875% | ||
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Four | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 100.00% | ||
2029 Notes | Senior Notes | Full Redemption | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 100.00% | ||
2029 Notes | Senior Notes | Partial Redemption | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Redemption price percentage | 103.50% | ||
Percentage of principal amount redeemed | 40.00% | ||
2021 Revolving Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility remaining capacity | $ 491 | ||
2021 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility amount | $ 500 | ||
2021 Revolving Credit Facility | Line of Credit | LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 1.00% | ||
2021 Revolving Credit Facility | Line of Credit | LIBOR | Revolving Credit Facility | Credit Rating Below Investment Grade | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 1.125% | ||
2021 Revolving Credit Facility | Line of Credit | LIBOR | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 1.25% | ||
2021 Revolving Credit Facility | Line of Credit | LIBOR | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 2.00% | ||
2021 Revolving Credit Facility | Line of Credit | Base Rate | Revolving Credit Facility | Credit Rating Below Investment Grade | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 0.125% | ||
2021 Revolving Credit Facility | Line of Credit | Base Rate | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 0.25% | ||
2021 Revolving Credit Facility | Line of Credit | Base Rate | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 1.00% | ||
2021 Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Spread on variable rate | 0.50% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 29, 2020retirementPlan |
Commitments and Contingencies Disclosure [Abstract] | |
Number of retirement plans subject to class action | 2 |
STOCK BASED COMPENSATION - Narr
STOCK BASED COMPENSATION - Narrative (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2021shares | |
Additional Disclosures for equity-based plans | |
Shares available for grant (in shares) | 2 |
Stock Options | |
Additional Disclosures for equity-based plans | |
Vesting period | 4 years |
Time-based RSUs and RSAs | |
Additional Disclosures for equity-based plans | |
Vesting period | 4 years |
Time-based RSUs and RSAs | Minimum | |
Additional Disclosures for equity-based plans | |
Percent of share value | 0.00% |
Time-based RSUs and RSAs | Maximum | |
Additional Disclosures for equity-based plans | |
Percent of share value | 200.00% |
Employee Stock | |
Additional Disclosures for equity-based plans | |
Shares available for grant (in shares) | 4 |
Common Class A | Stock Options | Maximum | |
Additional Disclosures for equity-based plans | |
Contractual term | 10 years |
Employee Stock Purchase Plan | |
Additional Disclosures for equity-based plans | |
Stock options granted percentage of fair market value on offering date | 85.00% |
Stock options granted percentage of fair market value on purchase date | 85.00% |
Offering period | 6 months |
Share-based Payment Arrangement, Tranche One | Performance-based RSUs and RSAs | |
Additional Disclosures for equity-based plans | |
Vesting period | 1 year |
Amount of shares that are expected to vest (as a percent ) | 50.00% |
STOCK BASED COMPENSATION - Summ
STOCK BASED COMPENSATION - Summary Of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Beginning balance (in shares) | 379,985 | |
Exercised (in shares) | (73,118) | |
Ending balance (in shares) | 306,867 | 379,985 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 15.10 | |
Exercised (in dollars per share) | 10.20 | |
Ending balance (in dollars per share) | $ 16.20 | $ 15.10 |
Weighted Average Remaining Contractual Term (in years) | 2 years 2 months 12 days | 3 years 2 months 12 days |
Aggregate intrinsic value, beginning balance | $ 25 | |
Aggregate intrinsic value, ending balance | $ 24 | $ 25 |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Disclosure for Stock Options (Details) - Stock Options - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Additional Disclosures for equity-based plans | |||
Total fair value of options vested | $ 0 | $ 0 | $ 1 |
Total intrinsic value of options exercised | 6 | 4 | 9 |
Cash received from options exercised | $ 1 | $ 1 | $ 2 |
STOCK BASED COMPENSATION - Su_2
STOCK BASED COMPENSATION - Summary Of RSU And RSA Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Time-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 1,230,071 |
Granted (in shares) | 562,881 |
Vested (in shares) | (603,674) |
Forfeited (in shares) | (180,351) |
Balance (in shares) | 1,008,927 |
Time-Based Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 30,026 |
Granted (in shares) | 0 |
Vested (in shares) | (24,282) |
Forfeited (in shares) | 0 |
Balance (in shares) | 5,744 |
Time-based RSUs and RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 1,260,097 |
Granted (in shares) | 562,881 |
Vested (in shares) | (627,956) |
Forfeited (in shares) | (180,351) |
Balance (in shares) | 1,014,671 |
Weighted-Average Grant Date Fair Value | |
Balance (in dollars per share) | $ / shares | $ 54.04 |
Granted (in dollars per share) | $ / shares | 83.71 |
Vested (in dollars per share) | $ / shares | 54.91 |
Forfeited (in dollars per share) | $ / shares | 60.96 |
Balance (in dollars per share) | $ / shares | $ 68.74 |
Performance-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 167,127 |
Granted (in shares) | 246,349 |
Vested (in shares) | (145,207) |
Forfeited (in shares) | (13,045) |
Balance (in shares) | 255,224 |
Performance-Based Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 16,052 |
Granted (in shares) | 0 |
Vested (in shares) | (16,052) |
Forfeited (in shares) | 0 |
Balance (in shares) | 0 |
Performance-based RSUs and RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 183,179 |
Granted (in shares) | 246,349 |
Vested (in shares) | (161,259) |
Forfeited (in shares) | (13,045) |
Balance (in shares) | 255,224 |
Weighted-Average Grant Date Fair Value | |
Balance (in dollars per share) | $ / shares | $ 52.89 |
Granted (in dollars per share) | $ / shares | 67.70 |
Vested (in dollars per share) | $ / shares | 52.24 |
Forfeited (in dollars per share) | $ / shares | 61.33 |
Balance (in dollars per share) | $ / shares | $ 67.16 |
STOCK BASED COMPENSATION - Ad_2
STOCK BASED COMPENSATION - Additional Disclosures for Equity Based Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Additional Disclosures for equity-based plans | |||
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees (in shares) | 285,390 | 279,356 | 451,639 |
Time-based RSUs and RSAs | |||
Additional Disclosures for equity-based plans | |||
Total grant date fair value of shares granted (in millions) (1) | $ 47 | $ 50 | $ 38 |
Total grant date fair value of shares vested (in millions) | $ 34 | $ 31 | $ 30 |
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees (in shares) | 207,603 | 230,569 | 315,762 |
Performance-based RSUs and RSAs | |||
Additional Disclosures for equity-based plans | |||
Total grant date fair value of shares granted (in millions) (1) | $ 16 | $ 10 | $ 4 |
Total grant date fair value of shares vested (in millions) | $ 8 | $ 5 | $ 11 |
Shares withheld to settle payroll tax liabilities related to vesting of shares held by employees (in shares) | 77,787 | 48,787 | 135,877 |
STOCK BASED COMPENSATION - Weig
STOCK BASED COMPENSATION - Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Additional Disclosures for equity-based plans | |||
Expected Term (in Years) | 6 months | 6 months | 6 months |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% |
Shares Issued under ESPP | 136,861 | 236,887 | 207,324 |
Minimum | |||
Additional Disclosures for equity-based plans | |||
Expected Volatility | 21.00% | 40.00% | 27.00% |
Risk-Free Interest Rate | 0.40% | 0.20% | 1.60% |
Maximum | |||
Additional Disclosures for equity-based plans | |||
Expected Volatility | 35.00% | 83.00% | 42.00% |
Risk-Free Interest Rate | 0.70% | 1.60% | 2.50% |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Additional Disclosures for equity-based plans | |||
Total stock based compensation expense | $ 50 | $ 43 | $ 41 |
Total stock based compensation capitalized | 1 | 1 | 1 |
Income tax benefit related to stock based compensation expense | 10 | 9 | 11 |
Tax benefit realized from stock options exercised and similar awards | 16 | 14 | 18 |
Cost of providing services | |||
Additional Disclosures for equity-based plans | |||
Total stock based compensation expense | 12 | 9 | 8 |
Sales and marketing | |||
Additional Disclosures for equity-based plans | |||
Total stock based compensation expense | 6 | 6 | 3 |
General and administrative | |||
Additional Disclosures for equity-based plans | |||
Total stock based compensation expense | 29 | 26 | 28 |
Systems development and programming costs | |||
Additional Disclosures for equity-based plans | |||
Total stock based compensation expense | $ 3 | $ 2 | $ 2 |
STOCK BASED COMPENSATION - Su_3
STOCK BASED COMPENSATION - Summary of Unrecognized Compensation Expense (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
RSUs | |
Additional Disclosures for equity-based plans | |
Unrecognized compensation expense of awards other than options, net of forfeitures | $ 64 |
Unrecognized compensation expense, expected to be recognized over a weighted-average period (in years) | 2 years 4 months 17 days |
RSAs | |
Additional Disclosures for equity-based plans | |
Unrecognized compensation expense of awards other than options, net of forfeitures | $ 15 |
Unrecognized compensation expense, expected to be recognized over a weighted-average period (in years) | 1 year 5 months 8 days |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares issued, beginning balance (in shares) | 66,456,663 | 69,065,491 | 70,596,559 |
Shares outstanding, beginning balance (in shares) | 66,456,663 | 69,065,491 | 70,596,559 |
Issuance of common stock from exercise of stock options (in shares) | 73,118 | ||
Shares issued under ESPP (in shares) | 136,861 | 236,887 | 207,324 |
Repurchase of common stock (in shares) | (1,161,909) | (3,307,074) | (2,510,376) |
Awards effectively repurchased for required employee withholding taxes (in shares) | (285,390) | (279,356) | (451,639) |
Shares outstanding, ending balance (in shares) | 65,968,224 | 66,456,663 | 69,065,491 |
Shares issued, ending balance (in shares) | 65,968,224 | 66,456,663 | 69,065,491 |
Restricted Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common stock from vested restricted stock units (in shares) | 748,881 | 659,689 | 1,036,119 |
Equity Option | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Issuance of common stock from exercise of stock options (in shares) | 73,118 | 81,026 | 187,504 |
Employee Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Shares issued under ESPP (in shares) | 136,861 | 236,887 | 207,324 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ in Millions | Feb. 14, 2022 | Dec. 31, 2021 | Feb. 29, 2020 |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 300 | ||
Remaining authorized amount available for repurchase | $ 263 | ||
Subsequent event | |||
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 300 |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchases (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Total cost | $ 94 | $ 178 | $ 140 |
Total shares (in shares) | 1,161,909 | 3,307,074 | 2,510,376 |
Average price per share (in dollars per share) | $ 81.13 | $ 53.85 | $ 55.64 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 86 | $ 96 | $ 53 |
State | 28 | 30 | 12 |
Foreign | 1 | 1 | 0 |
Total Current | 115 | 127 | 65 |
Deferred: | |||
Federal | (7) | (33) | (2) |
State | (3) | (9) | (5) |
Foreign | (2) | 0 | 0 |
Total Deferred | (12) | (42) | (7) |
Total | $ 103 | $ 85 | $ 58 |
INCOME TAXES - U.S. Federal Sta
INCOME TAXES - U.S. Federal Statutory Income Tax Rate Reconciled to Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Pre-Tax Income | $ 441 | $ 357 | $ 270 |
Tax Expense/(Benefit) | |||
U.S. federal statutory tax rate | 93 | 75 | 57 |
State income taxes, net of federal benefit | 32 | 25 | 20 |
Tax rate change | (1) | 0 | 0 |
Nondeductible meals, entertainment and penalties | 2 | 0 | 1 |
Stock based compensation | (2) | (2) | (1) |
Uncertain tax positions | (1) | 1 | 0 |
Tax credits | (7) | (6) | (7) |
State and tax return to provision adjustments | (10) | (7) | (8) |
Other | (3) | (1) | (4) |
Total | $ 103 | $ 85 | $ 58 |
Percent of Pre-Tax Income (Loss) | |||
U.S. federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 7.00% | 7.00% | 7.00% |
Tax rate change | 0.00% | 0.00% | 0.00% |
Nondeductible meals, entertainment and penalties | 0.00% | 0.00% | 0.00% |
Stock based compensation | 0.00% | 0.00% | 0.00% |
Uncertain tax positions | 0.00% | 0.00% | 0.00% |
Tax credits | (2.00%) | (2.00%) | (3.00%) |
State and tax return to provision adjustments | (2.00%) | (2.00%) | (3.00%) |
Other | (1.00%) | 0.00% | (1.00%) |
Total | 23.00% | 24.00% | 21.00% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | Jan. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes Disclosure [Line Items] | ||||
Increase in effective income tax rate | (1.00%) | |||
Effective income tax rate | 23.00% | 24.00% | 21.00% | |
Excess tax benefits | $ 10 | $ 9 | $ 11 | |
Employment tax credit disallowed | 7 | 6 | $ 7 | |
State and Local Jurisdiction | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | 45 | 39 | ||
State tax credit carryforwards | 6 | $ 6 | ||
Federal | ||||
Income Taxes Disclosure [Line Items] | ||||
Net operating loss carryforwards | 2 | |||
Internal Revenue Service | ||||
Income Taxes Disclosure [Line Items] | ||||
Employment tax credit disallowed | 11 | |||
Income tax examination, penalties and interest expense | 4 | |||
Recovery of disallowed tax credits | $ 15 | |||
2019 Equity Incentive Plan | ||||
Income Taxes Disclosure [Line Items] | ||||
Excess tax benefits | $ 7 |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||||
Net operating losses (federal and state) | $ 3 | $ 3 | ||
Accrued expenses | 20 | 14 | ||
Accrued workers' compensation costs | 9 | 9 | ||
Recovery credit | 13 | 26 | ||
Operating lease liabilities | 13 | 15 | ||
Stock based compensation | 3 | 3 | ||
Tax benefits relating to uncertain positions | 1 | 1 | ||
Tax credits (federal and state) | 6 | 8 | ||
Total | 68 | 79 | ||
Valuation allowance | (5) | (5) | $ (5) | $ (7) |
Total deferred tax assets | 63 | 74 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (37) | (37) | ||
Deferred service revenues | 0 | (20) | ||
Prepaid commission expenses | (24) | (22) | ||
Operating lease right-of-use assets | (10) | (13) | ||
Other | (1) | (2) | ||
Total deferred tax liabilities | (72) | (94) | ||
Net deferred tax liabilities | $ (9) | $ (20) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Beginning and Ending Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance at January 1 | $ 5 | $ 5 | $ 7 |
(Credited) Charged to net income | 0 | 0 | (2) |
Valuation allowance at December 31 | $ 5 | $ 5 | $ 5 |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation of Beginning and Ending Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at January 1 | $ 8 | $ 7 | $ 6 |
Additions for tax positions of prior periods | 0 | 1 | 1 |
Additions for tax positions of current period | 1 | 1 | 1 |
Settlements with taxing authorities | 0 | (1) | 0 |
Lapse of applicable statute of limitations | (1) | 0 | (1) |
Adjustments to tax positions | (1) | 0 | 0 |
Unrecognized tax benefits at December 31 | $ 7 | $ 8 | $ 7 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income | $ 338 | $ 272 | $ 212 |
Weighted average shares of common stock outstanding, basic (in shares) | 66 | 67 | 70 |
Basic (in dollars per share) | $ 5.13 | $ 4.03 | $ 3.04 |
Net income | $ 338 | $ 272 | $ 212 |
Weighted average shares of common stock outstanding, basic (in shares) | 66 | 67 | 70 |
Dilutive effect of stock options and restricted stock units (in shares) | 1 | 1 | 1 |
Weighted average shares of common stock outstanding (in shares) | 67 | 68 | 71 |
Diluted (in dollars per share) | $ 5.07 | $ 3.99 | $ 2.99 |
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect (in shares) | 1 | 1 | 1 |
401(k) PLAN (Details)
401(k) PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |||
Company match, employee contributions | $ 15 | $ 12 | $ 14 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 14 | $ 22 | $ 25 |
Board of Directors Chairman | |||
Related Party Transaction [Line Items] | |||
Payments to service providers with common board members | $ 2 | $ 1 | $ 10 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Zenefits - Subsequent event - Forecast $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Subsequent Event [Line Items] | |
Purchase price | $ 220 |
Business acquisition common stock issued | $ 20 |
Uncategorized Items - tnet-2021
Label | Element | Value |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | $ 99,000,000 |
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | 93,000,000 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | 93,000,000 |
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | 99,000,000 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | 0 |
Restricted Cash Equivalents | us-gaap_RestrictedCashEquivalents | $ 0 |