UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2025
or
For the transition period from to
Commission File Number: 001-36373
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (510 ) 352-5000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of shares of Registrant’s Common Stock outstanding as of April 18, 2025 was 48,399,165 .
| TABLE OF CONTENTS | ||||||||
TRINET GROUP, INC.
Form 10-Q - Quarterly Report
For the Quarterly Period Ended March 31, 2025
TABLE OF CONTENTS
Form 10-Q Cross Reference | Page | |||||||
| Part I, Item 1. | ||||||||
| Part I, Item 2. | ||||||||
| Part I, Item 3. | ||||||||
| Part I, Item 4. | ||||||||
| Part II, Item 1. | ||||||||
| Part II, Item 1A. | ||||||||
| Part II, Item 2. | ||||||||
| Part II, Item 3. | ||||||||
| Part II, Item 4. | ||||||||
| Part II, Item 5. | ||||||||
| Part II, Item 6. | ||||||||
| TRINET | 2 | 2025 Q1 FORM 10-Q | ||||||
| GLOSSARY | |||||
Glossary of Acronyms and Abbreviations
Acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. Unaudited Condensed Consolidated Financial Statements and Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
| 2021 Credit Agreement | Our credit agreement dated February 26, 2021, as amended, supplemented or modified from time to time, most recently on August 16, 2023. | ||||
| 2021 Revolver | Our $700 million revolving line of credit included in our 2021 Credit Agreement, as amended on August 16, 2023 | ||||
| 2029 Notes | Our $500 million senior unsecured notes maturing in March 2029 | ||||
| 2031 Notes | Our $400 million senior unsecured notes maturing in August 2031 | ||||
| AFS | Available-for-sale | ||||
| ASO | Administrative Services Offering | ||||
| ASO User | An employee of a client that is using our ASO services | ||||
| CEO | Chief Executive Officer | ||||
| CFO | Chief Financial Officer | ||||
| COBRA | Consolidated Omnibus Budget Reconciliation Act | ||||
| Colleague | TriNet's internal employees (as distinguished from WSEs) | ||||
| COPS | Cost of providing services | ||||
| D&A | Depreciation and amortization expenses | ||||
| EBITDA | Earnings before interest expense, taxes, depreciation and amortization of intangible assets | ||||
| EPLI | Employment Practices Liability Insurance | ||||
| EPS | Earnings Per Share | ||||
| ERISA | Employee Retirement Income Security Act | ||||
| ERP | Enterprise resource planning | ||||
| ETR | Effective tax rate | ||||
| FASB | Financial Accounting Standards Board | ||||
| G&A | General and administrative | ||||
| GAAP | Generally Accepted Accounting Principles in the United States | ||||
| HCM | Human capital management | ||||
| HR | Human Resources | ||||
| HRIS | Human resources information system | ||||
| HRIS User | A client employee who is a user of our HR Platform (for example, employees of an HRIS client) | ||||
| ICR | Insurance cost ratio | ||||
| IE | Interest expense, bank fees and other | ||||
| ISR | Insurance service revenues | ||||
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||||
| OE | Operating expenses (includes G&A, S&M, SD&P and D&A) | ||||
| PEO | Professional Employer Organization | ||||
| PEO Platform Users | Individuals authorized by our clients to access and use the PEO platform | ||||
| PFC | Payroll funds collected | ||||
| PSR | Professional service revenues | ||||
| Reg FD | Regulation Fair Disclosure | ||||
| ROU | Right-of-use | ||||
| RSU | Restricted Stock Unit | ||||
| S&M | Sales and marketing | ||||
| SaaS | Software as a Service | ||||
| S&P | Standard & Poor's | ||||
| SD&P | Systems development and programming | ||||
| TRINET | 3 | 2025 Q1 FORM 10-Q | ||||||
| GLOSSARY | |||||
| SBC | Stock Based Compensation | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Senior Notes | The 2029 Notes and the 2031 Notes | ||||
| SMB | Small and medium-size business | ||||
| TriNet Clarus R+D | Clarus R+D Solutions, LLC, which was sold in the first quarter of 2025 | ||||
| TriNet Trust | Trust which was created for the purpose of holding funds provided by ASO clients for the remittance to ASO Users, tax authorities and other recipients | ||||
| U.S. | United States of America | ||||
| VIE | Variable interest entity | ||||
| WSE | A worksite employee who is co-employed by, or otherwise receiving services from a TriNet PEO | ||||
| TRINET | 4 | 2025 Q1 FORM 10-Q | ||||||
| FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION | |||||
Cautionary Note Regarding Forward-Looking Statements
For purposes of this Quarterly Report on Form 10-Q (Form 10-Q), the terms “TriNet,” “the Company,” “we,” “us” and “our” refer to TriNet Group, Inc., and its subsidiaries. This Form 10-Q contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, "ability," “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “hope,” "impact," “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” "value," “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Examples of forward-looking statements include, among others, TriNet’s expectations regarding: our ability to successfully diversify our overall service and technology offerings to support SMBs throughout their lifecycle; our plans and ability to grow our client base; our expectations regarding medical utilization rates by our WSEs and the impact of inflation on our insurance costs; the impact of planned improvements to our technology platform and whether it will meet the needs of our current clients and attract new ones; our ability to improve operating efficiencies; our strategic realignment and related restructuring initiatives; the impact of our client service initiatives and whether they enhance client experience and satisfaction; our continued ability to provide access to a broad range of benefit programs on a cost-effective basis; our expectations regarding the volume and severity of insurance claims and insurance claim trends; the effectiveness of our risk strategies for, and management of, workers' compensation, health benefit insurance costs and deductibles; the metrics that may be indicators of future financial performance; the relative value of our benefit offerings versus those SMBs can independently obtain; the impact that our benefit offerings have for SMBs seeking to attract and retain employees; the principal competitive drivers in our market; our plans to grow net new clients and manage client attrition; our investment strategy and its impact on our ability to generate future interest income, net income, and Adjusted EBITDA; seasonal trends and their impact on our business; the payment of dividends of $0.275 per share in the second quarter of 2025; fluctuations in the period-to-period timing of when we incur certain operating expenses; the impact of increases and decreases in interest rates on our investments and borrowings; the estimates and assumptions we use to prepare our financial statements; our belief we can meet our present and reasonably foreseeable cash needs and future commitments through existing liquid assets and continuing cash flows from corporate operating activities; and other expectations, outlooks and forecasts on our future business, operational and financial performance.
Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements are discussed above and throughout our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 13, 2025 (our 2024 Form 10-K), including those appearing under the heading “Risk Factors” in Item 1A, and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2024 Form 10-K, those appearing under the heading “Risk Factors” in Part II, Item 1A of this Form 10-Q and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, and those appearing in the other periodic filings we make with the SEC, and including risk factors associated with: our ability to manage unexpected changes in workers’ compensation and health insurance claims and costs by WSEs; our ability to mitigate the unique business risks we face as a co-employer; the effects of volatility in the financial and economic environment on the businesses that make up our client base; our inability to realize or sustain the expected benefits from our business realignment initiatives; loss of clients for reasons beyond our control and the short-term contracts we typically use with our clients; the impact of regional or industry-specific economic and health factors on our operations; the impact of failures or limitations in the business systems and centers we rely upon; the impact of discontinuing our discretionary credits on our business and client loyalty and retention; changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our services and technology to satisfy client and regulatory expectations; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational effectiveness and resiliency; our ability to attract and retain qualified personnel; the effects of increased competition and our ability to compete effectively; the impact on our business of cyber-attacks, breaches, disclosures and other data-related incidents; our ability to comply with evolving data privacy, AI and security laws; our ability to manage changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; changing laws and regulations governing health insurance and employee benefits; our ability to keep pace with changes in technology or provide timely enhancements to our solutions and support; risks associated with our international operations; our ability to operate a business subject to numerous complex laws; changing laws and regulations governing health insurance and other traditional employee benefits at the federal, state, and local levels; our ability to be recognized as an employer of worksite employees and for our benefits plans
| TRINET | 5 | 2025 Q1 FORM 10-Q | ||||||
| FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION | |||||
to satisfy all requirements under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; the impact of new and changing laws regarding remote work; our ability to comply with the licensing requirements that govern our solutions; the failure of third-party service providers performing their functions; the failure to comply with anti-corruption laws and regulations, economic and trade sanctions, and similar laws; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operations and stock price due to factors outside of our control; our ability to comply with the restrictions of our indebtedness and meet our debt obligations; the need for additional capital or to restructure our existing debt; the continuation of our stock repurchase program; the impact of concentrated ownership in our stock by Atairos and other large stockholders; and the anti-takeover provisions in our charter documents and under Delaware law. Any of these factors could cause our actual results to differ materially from our anticipated results.
Forward-looking statements are not guarantees of future performance but are based on management’s expectations as of the date of this Form 10-Q and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from our current expectations and any past results, performance or achievements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this Form 10-Q, and any forward-looking statements made by us in this Form 10-Q speak only as of the date of this Form 10-Q. We undertake no obligation to revise or update any of the information provided in this Form 10-Q, except as required by law.
The MD&A of this Form 10-Q includes references to our performance measures presented in conformity with GAAP and other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plans. Refer to the Non-GAAP Financial Measures within our MD&A for definitions and reconciliations from GAAP measures.
Website Disclosures
We use our website (www.trinet.com) to announce material non-public information to the public and to comply with our disclosure obligations under Reg FD. We also use our website to communicate with the public about our Company, our services, and other matters. Our SEC filings, press releases and recent public conference calls and webcasts can also be found on our website. The information we post on our website could be deemed to be material information under Reg FD. We encourage investors and others interested in our Company to review the information we post on our website. Information contained in or accessible through our website is not a part of this report.
Our Company is the sole owner of the trademark “TriNet” and other trademarks appearing in this report. Our Company does not intend to use or display trade names or trademarks owned by others in a manner that would imply any form of association with any of those companies.
| TRINET | 6 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
Overview
TriNet is a leading provider of HR solutions for SMBs. We offer advanced technology-enabled services that include human capital expertise, employee benefits such as health insurance and retirement plans, payroll and payroll tax administration, risk mitigation, and compliance consulting.
We deliver a comprehensive suite of HCM services that help our clients administer and manage various HR-related needs and functions, such as compensation, benefits, payroll processing, tax credit support, employee data, health insurance, workers' compensation, EPLI and other employment risk mitigation programs, employee performance management and training, on-boarding and off-boarding, and other transactional HR needs using our PEO technology platform and benefits and compliance expertise.
We deliver our services primarily through our PEO services that we provide via our co-employment model, and to a lesser extent, through our ASO-only services, which provides payroll processing, HR administration and compliance management solutions outside of the co-employment model.
Operational Highlights
Our consolidated results for the quarter ended March 31, 2025 reflect our continuing efforts to serve our clients, attract new clients and invest in our platform.
So far in 2025, we:
•continued to grow our total revenues, supported primarily by growth in ISR,
•made progress on the strategic restructuring initiatives to focus our business on our core value proposition, growing ASO, and the efficiency and effectiveness of our operations, including the sale of TriNet Clarus R+D,
•demonstrated disciplined expense management, in light of rising insurance costs,
•announced plans to establish a new corporate center in Atlanta, Georgia over the next five years, and
•declared common stock dividends of $0.275 per share, up 10%, to be paid in April 2025.
Performance Highlights
Our results for the quarter ended March 31, 2025, when compared to the same period of 2024, are noted below:
Q1 2025
| $1.3B | $115M | 88% | |||||||||||||||||||||
| Total revenues | Income before tax | Insurance cost ratio | |||||||||||||||||||||
| 1 | % | increase | (7) | % | decrease | 2 | % | increase | |||||||||||||||
| $85M | $1.71 | $99M | |||||||||||||||||||||
| Net income | Diluted EPS | Adjusted Net income * | |||||||||||||||||||||
| (7) | % | decrease | (4) | % | decrease | (11) | % | decrease | |||||||||||||||
| 340,744 | 339,625 | ||||||||||||||||||||||
| Average WSEs | Total WSEs | ||||||||||||||||||||||
| (2) | % | decrease | (3) | % | decrease | ||||||||||||||||||
Non-GAAP measure. See definitions below under the heading "Non-GAAP Financial Measures". | |||||||||||||||||||||||
Our total revenues increased by 1% in the first quarter of 2025, compared to the same period in 2024, driven primarily by insurance services rate increases, partially offset by lower Average co-employed WSEs.
During the first quarter of 2025, our Average WSEs and Total WSEs decreased by 2% and 3%, respectively, compared to the same period in 2024, primarily due to WSE decreases in our Technology, Professional Services, Main Street, and Life Sciences verticals.
| TRINET | 7 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Our results are highly influenced by health care cost and utilization trends. Our ICR in the first quarter of 2025 was 2 points higher compared to the same period in 2024, driven by more severe medical service utilization, higher rates paid for services, and increasing specialty drug utilization which collectively outpaced the rates we charge our clients.
Higher insurance costs, partially offset by higher revenues and lower expenses, resulted in decreases of net income and Adjusted Net income of 7% and 11%, respectively, in the first quarter of 2025, as compared to the same period in 2024.
Results of Operations
The following table summarizes our results of operations for the first quarter ended March 31, 2025, when compared to the same period of 2024. For details of the critical accounting judgments and estimates that could affect our Results of Operations, see the Critical Accounting Judgments and Estimates section within the MD&A in Item 7 of our 2024 Form 10-K.
| Three Months Ended March 31, | |||||||||||
| (in millions, except operating metrics data) | 2025 | 2024 | % Change | ||||||||
| Income Statement Data: | |||||||||||
| Professional service revenues | $ | 209 | $ | 214 | (2) | % | |||||
| Insurance service revenues | 1,065 | 1,050 | 1 | ||||||||
| Interest income | 18 | 18 | — | ||||||||
| Total revenues | 1,292 | 1,282 | 1 | ||||||||
| Insurance costs | 942 | 907 | 4 | ||||||||
| Operating expenses | 221 | 235 | (6) | ||||||||
| Interest expense, bank fees and other | 14 | 16 | (13) | ||||||||
| Total costs and operating expenses | 1,177 | 1,158 | 2 | ||||||||
| Income before tax | 115 | 124 | (7) | ||||||||
| Income taxes | 30 | 33 | (9) | ||||||||
| Net income | $ | 85 | $ | 91 | (7) | % | |||||
| Cash Flow Data: | |||||||||||
| Net cash provided by operating activities | 95 | 91 | 4 | ||||||||
| Net cash used in investing activities | (8) | (47) | (83) | ||||||||
| Net cash used in financing activities | (494) | (243) | 103 | % | |||||||
Non-GAAP measures (1): | |||||||||||
| Adjusted EBITDA | 162 | 180 | (10) | ||||||||
| Adjusted Net income | 99 | 111 | (11) | ||||||||
| Operating Metrics: | |||||||||||
| Insurance Cost Ratio | 88 | % | 86 | % | 2 | ||||||
Average WSEs | 340,744 | 348,164 | (2) | ||||||||
Total WSEs | 339,625 | 351,919 | (3) | ||||||||
(1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".
The following table summarizes our balance sheet data as of March 31, 2025 compared to December 31, 2024.
| (in millions) | March 31, 2025 | December 31, 2024 | % Change | ||||||||||||||
| Balance Sheet Data: | |||||||||||||||||
| Cash and cash equivalents | $ | 349 | $ | 360 | (3) | % | |||||||||||
| Working capital | 211 | 199 | 6 | % | |||||||||||||
| Total assets | 3,775 | 4,119 | (8) | ||||||||||||||
| Debt | 983 | 983 | — | ||||||||||||||
| Total stockholders’ equity | 63 | 69 | (9) | ||||||||||||||
| TRINET | 8 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Non-GAAP Financial Measures
In addition to financial measures presented in accordance with GAAP, we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long-term and provide information that we use to maintain and grow our business.
The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation from, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
| Non-GAAP Measure | Definition | How We Use The Measure | ||||||
Adjusted EBITDA | • Net income, excluding the effects of: - income tax provision, - interest expense, bank fees and other, - depreciation, - amortization of intangible assets, - stock based compensation expense, - amortization of cloud computing arrangements, and - restructuring costs. | • Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-recurring costs, which include restructuring costs, as well as certain non-cash charges such as depreciation and amortization, and stock-based compensation and certain impairment charges recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations. • Enhances comparisons to the prior period and, accordingly, facilitates the development of future projections and earnings growth prospects. • Provides a measure, among others, used in the determination of incentive compensation for management. • We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to total revenues. | ||||||
Adjusted Net Income | • Net income, excluding the effects of: - effective income tax rate (1), - stock based compensation expense, - amortization of intangible assets, net, - non-cash interest expense, - restructuring costs, and - the income tax effect (at our effective tax rate (1) of these pre-tax adjustments.) | • Provides information to our stockholders and board of directors to understand how our management evaluates our business, to monitor and evaluate our operating results, and analyze profitability of our ongoing operations and trends on a consistent basis by excluding certain non-cash charges. | ||||||
(1) Non-GAAP effective tax rate is 25.0% and 25.6% for the first quarters of 2025 and 2024, respectively, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.
| TRINET | 9 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Reconciliation of GAAP to Non-GAAP Measures
The table below presents a reconciliation of Net income to Adjusted EBITDA:
| Three Months Ended March 31, | ||||||||
(in millions) | 2025 | 2024 | ||||||
Net income | $ | 85 | $ | 91 | ||||
Provision for income taxes | 30 | 33 | ||||||
Stock based compensation | 13 | 20 | ||||||
| Interest expense, bank fees and other | 14 | 16 | ||||||
| Depreciation and amortization of intangible assets | 17 | 18 | ||||||
| Amortization of cloud computing arrangements | 2 | 2 | ||||||
| Restructuring costs | 1 | — | ||||||
| Adjusted EBITDA | $ | 162 | $ | 180 | ||||
Adjusted EBITDA Margin | 12.6 | % | 14.2 | % | ||||
The table below presents a reconciliation of Net income to Adjusted Net Income:
| Three Months Ended March 31, | ||||||||
(in millions) | 2025 | 2024 | ||||||
Net income | $ | 85 | $ | 91 | ||||
| Effective income tax rate adjustment | 1 | 1 | ||||||
| Stock based compensation | 13 | 20 | ||||||
| Amortization of other intangible assets | 2 | 5 | ||||||
| Non-cash interest expense | 1 | — | ||||||
| Restructuring costs | 1 | — | ||||||
| Income tax impact of pre-tax adjustments | (4) | (6) | ||||||
| Adjusted Net Income | $ | 99 | $ | 111 | ||||
| TRINET | 10 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Operating Metrics
Worksite Employees (WSE)
Average WSE change is a volume measure we use to monitor the performance of our PEO business. Our PEO clients generally change their payroll service providers at the beginning of the payroll tax and benefits enrollment year; as a result, we have historically experienced our highest volumes of new PEO clients joining and existing clients terminating in the month of January. PEO client attrition, new PEO client additions and changes in employment levels within our installed PEO client base all impact our Average WSEs and Total WSEs as we move through a calendar year.
We support WSEs from the date on which their co-employment with TriNet commences through the end of their co-employment with TriNet and also after their co-employment period. We define WSEs to include co-employees and other individuals receiving PEO services, such as individuals who receive COBRA benefits or are subject to partnership tax reporting as well as individuals who utilize our PEO platform on behalf of TriNet PEO clients.
We charge a platform user access fee to clients for those users of our PEO platform that may not be co-employed by us as well as for co-employees for whom payroll may not be regularly run. In addition to co-employees for whom payroll may not be regularly run, such as partners in a partnership, this group of users also includes individuals authorized by our clients to access and use the PEO platform for functions such as bookkeeping and benefits management. We refer to these users as PEO Platform Users. Starting in 2023 and continuing through 2024, we began billing clients in groups over time, driving a large increase in PEO Platform Users over that period.
The effect of this fee is that we receive revenue from two types of users on our PEO platform, those that are co-employed in our PEO business and those that are utilizing our PEO platform, albeit in a more limited capacity. The table below illustrates how those two components comprise our Total WSE and Average WSE metrics.
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | % Change | ||||||||||||
| Average WSEs | 340,744 | 348,164 | (2) | % | ||||||||||
| Co-Employed | 312,573 | 330,566 | (5) | |||||||||||
| PEO Platform Users | 28,171 | 17,598 | 60 | |||||||||||
| Total WSEs | 339,625 | 351,919 | (3) | |||||||||||
| Co-Employed | 311,165 | 332,361 | (6) | |||||||||||
| PEO Platform Users | 28,460 | 19,558 | 46 | |||||||||||
Average WSEs decreased 2% when comparing the first quarter of 2025 to the same period in 2024 driven by both client attrition outpacing new client additions and lower hiring in our installed base over the past twelve months. From a vertical perspective, declines in our Technology, Professional Services, Main Street, and Life Sciences verticals were partially offset by small increases in our Financial Services and Non-Profit verticals.
Total WSEs can be used to estimate our beginning WSEs for the next period and, as a result, can be used as an indicator of our potential future success in generating revenue, growing our business and retaining clients. Total WSEs decreased 3% when compared to the same period in 2024, primarily due to declines in our Technology, Professional Services, Main Street, and Life Sciences verticals.
Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HCM solutions and services and the degree to which clients and WSEs elect to participate in our solutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we also focus on pricing strategies, benefit participation and service differentiation to expand the value we provide to our clients and our resulting revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.
| TRINET | 11 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
We continue to invest in efforts intended to enhance client experience, improve our new sales performance, and manage client attrition, through product development as well as operational and process improvements. In addition to focusing on retaining and growing our WSE base, we continue to review acquisition or other opportunities to expand our product offering and provide further scale.
Insurance Cost Ratio (ICR)
ICR is a performance measure calculated as the ratio of insurance costs to insurance service revenues. We believe that ICR promotes an understanding of our insurance cost trends and our ability to align our relative pricing to risk performance.
We purchase workers' compensation and health benefits coverage for our WSEs. Under the insurance policies for this coverage, we bear claims costs up to a defined deductible amount. Our insurance costs, which comprise a significant portion of our overall costs, are significantly affected by our WSEs’ health and workers' compensation insurance claims experience. We set our insurance service fees for workers’ compensation and health benefits in advance for fixed benefit periods. As a result, any increases in insurance costs above our projections, will be reflected as a higher ICR, and result in lower net income. Any decreases in insurance costs below our projections, will be reflected as a lower ICR and result in higher net income.
Under our fully-insured workers' compensation insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer). The ultimate cost of the workers’ compensation services provided cannot be known until all the claims are settled. Our ability to predict these costs is limited by unexpected increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements.
Under our risk-based health insurance policies, we assume some of the risk of variability in future health claims costs for our enrollees. This variability typically results from changing trends in the volume, severity and ultimate cost of medical and pharmaceutical claims, due to changes to the components of medical cost trend, which we define as changes in participant use of services, including the introduction of new treatment options, changes in treatment guidelines and mandates, and changes in the mix, cost of providing treatment and timing of services provided to plan participants. These trends change, and other seasonal trends and variability may develop. As a result, it is difficult for us to predict our insurance costs with accuracy and a significant increase in these costs could have a material adverse effect on our business.
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Insurance costs | $ | 942 | $ | 907 | ||||
| Insurance service revenues | 1,065 | 1,050 | ||||||
| Insurance Cost Ratio | 88 | % | 86 | % | ||||
| TRINET | 12 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
ICR increased for the first quarter of 2025 as compared to the same period in 2024, primarily driven by higher insurance costs that outpaced the growth in ISR. The increase in insurance costs was primarily due to more severe medical service utilization in all categories (inpatient, outpatient and professional services), higher rates paid for those services, as well as pharmacy costs including specialty drugs and other high-cost prescriptions, particularly medications for diabetes and obesity.
Total Revenues
Our revenues consist of PSR, ISR and interest income. PSR represents fees charged to clients for processing payroll-related transactions on behalf of our PEO and ASO clients, access to our HR expertise and technology, employment and benefit law compliance services, other HR-related and tax credit filing services and fees charged to access our cloud-based ASO services. ISR consists of insurance-related billings and administrative fees collected from PEO clients and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers.
Monthly revenues per co-employed Average WSE is a measure we use to monitor our PEO pricing strategies. This measure increased by 7% during the first quarter of 2025 compared to the same period in 2024.
We also use the following measures to further analyze changes in total revenue:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the combined weighted average percentage changes in service fees for each vertical service and changes in service fees associated with each insurance service offering,
•Mix - the change in composition of co-employed Average WSEs within our verticals combined with the composition of our enrolled co-employed WSEs within our insurance service offerings and the composition of products and services our clients receive, such as PEO Platform Users,
•HRIS - cloud services revenue, which includes our new ASO services revenue, and
•Interest income.
| PSR | ||||||||
| ISR - % represents proportion of insurance service revenues to total revenues | ||||||||
| *Total revenues generated from PEO services only, excluding interest income | ||||||||
The increase in total revenue for the first quarter was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.
| TRINET | 13 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Professional Service Revenues
Our PEO and ASO clients are primarily billed on a fee per WSE or HRIS User per month per transaction. Our vertical approach provides us the flexibility to offer our PEO clients in different industries with varied services at different prices, which we believe potentially reduces the value of solely using Average WSE and Total WSE counts as indicators of future potential revenue performance.
PSR from PEO Services customers and HRIS and ASO services clients was as follows:
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| PEO Services | $ | 199 | $ | 203 | ||||
HRIS and ASO Services | 10 | 11 | ||||||
| Total | $ | 209 | $ | 214 | ||||
We also analyze changes in PSR with the following measures:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in fees for each vertical,
•Mix - the change in composition of co-employed Average WSEs across our verticals and the composition of products and services our clients receive, including PEO Platform Users, and
•HRIS - cloud services revenue, which includes our new ASO services revenue.
PSR for the first quarter of 2025 decreased compared to prior period, primarily driven by lower co-employed Average WSEs, the discontinuance of a client-level technology fee, and less favorable vertical mix, partially offset by rate increases.
| TRINET | 14 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Insurance Service Revenues
ISR consists of insurance services-related billings and administrative fees collected from PEO clients and withheld from WSE payroll for health benefits and workers' compensation insurance provided by third-party insurance carriers.
We use the following measures to analyze changes in ISR:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in fees associated with each of our insurance service offerings, and
•Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).
The increase in ISR for the first quarter of 2025 was primarily driven by rate increases, partially offset by lower co-employed Average WSEs.
Interest Income
Interest income primarily includes interest income earned from cash held for our PEO and ASO clients as a result of the requirement of our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment.
Interest income for the first quarter was consistent with the prior period as a decrease in interest earned on our cash and investments was offset by higher interest received related to payroll tax refunds.
| TRINET | 15 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Insurance Costs
Insurance costs include insurance premiums for coverage provided by insurance carriers, payments for claims costs and expenses for other risk management and administrative 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.
We use the following measures to analyze changes in insurance costs:
•Volume - the percentage change in period over period co-employed Average WSEs,
•Rate - the weighted average percentage change in cost trend associated with each of our insurance service offerings, and
•Mix - all other changes including the composition of our enrolled co-employed WSEs within our insurance service offerings (health plan enrollment).
Insurance costs increased for the first quarter, primarily due to more severe medical service utilization, higher rates paid for all categories of service (inpatient, outpatient and professional services) and increased specialty drugs utilization, particularly medications for diabetes and obesity.
| TRINET | 16 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Expenses
Expenses include COPS, S&M, G&A, SD&P, D&A, collectively referred to as OE, as well as IE.
We had approximately 3,400 colleagues as of March 31, 2025 primarily across the U.S. but also in India and Canada, down approximately 270 colleagues from March 31, 2024. Compensation costs for our colleagues include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation-related expense represented 68% and 67% of our expenses in the first quarters of 2025 and 2024, respectively.
During the first quarter, expenses decreased 6% when compared to the same period in 2024 driven largely by lower compensation expense from our reduced headcount. The ratio of expenses to total revenues was 18% and 20% for the first quarters of 2025 and 2024, respectively.
| % represents portion of compensation related expense included in operating expenses | |||||||||||||||||||||||||||||
| Compensation related expense | |||||||||||||||||||||||||||||
We analyze and present our expenses based upon the functional categories of COPS, S&M, G&A, SD&P, D&A and IE. The charts below provide a view of the expenses of the business functions. Dollars are presented in millions and percentages represent year-over-year change.
| TRINET | 17 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
| (in millions) | ||||||||
| $251 | Q1 2024 Expenses | |||||||
| -8 | COPS decreased primarily due to lower expense in compensation and tax and licenses. | |||||||
| -5 | S&M decreased primarily due to lower conferences and events expenses and advertising expenses. | |||||||
| -2 | G&A decreased primarily due to lower compensation expense. | |||||||
| +2 | SD&P increased primarily due to higher compensation expense driven by lower capitalized spend. | |||||||
| -1 | D&A was consistent with prior period. | |||||||
| -2 | IE decreased driven primarily by lower debt balances. | |||||||
| $235 | Q1 2025 Expenses | |||||||
The primary spend type drivers to the changes in our expenses are presented below:
Income Taxes
Our ETR was 26% and 27% for the first quarters of 2025 and 2024, respectively. The decrease in the rate was primarily attributable to an increase in tax benefits related to excludable income for state tax purposes and a decrease in the state tax rate, offset by a decrease in tax benefits for stock-based compensation.
| TRINET | 18 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Liquidity and Capital Resources
Liquidity
Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our principal source of liquidity for operations is derived from cash provided by operating activities. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, and capital expenditures. Our cash flow related to WSE payroll and benefits is generally matched by advance collection from our PEO clients. To minimize the credit risk associated with remitting the payroll and associated taxes and benefits costs, we require PEO clients to prefund the payroll and related payroll taxes and benefits costs.
Included in our balance sheets are assets and liabilities resulting from transactions directly or indirectly associated with WSEs, including payroll and related taxes and withholdings, our sponsored workers' compensation and health insurance programs, and other benefit programs. Although we are not subject to regulatory restrictions that require us to do so, we distinguish and manage our corporate assets and liabilities separately from those current assets and liabilities held by us to satisfy our employer obligations associated with our WSEs.
TriNet Trust, which is consolidated into our financial statements, holds funds provided by ASO clients for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust also holds ownership and responsibility of certain bank accounts that hold ASO client funds. The associated cash is reflected on our Condensed consolidated balance sheets as restricted cash and the associated liabilities are classified as accrued wages, payroll tax liabilities and other payroll withholdings, and client deposits and other client liabilities and assumed related liabilities. As of March 31, 2025, the balance of restricted cash in TriNet Trust was $101 million. Beginning in the second quarter of 2024, we include the assets and liabilities related to the TriNet Trust in the "WSE & TriNet Trust" category because the underlying cash flows of TriNet Trust are related to the same type of payroll and payroll related liabilities as our WSE cash flows. This trust structure will continue to be used as we transition our HRIS services to ASO services.
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (in millions) | Corporate | WSE & TriNet Trust | Total | Corporate | WSE & TriNet Trust | Total | |||||||||||||||||
| Current assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 347 | $ | 2 | $ | 349 | $ | 359 | $ | 1 | $ | 360 | |||||||||||
| Restricted cash, cash equivalents and investments | 22 | 1,002 | 1,024 | 23 | 1,390 | 1,413 | |||||||||||||||||
| Other current assets | 83 | 1,401 | 1,484 | 95 | 1,312 | 1,407 | |||||||||||||||||
| Total current assets | $ | 452 | $ | 2,405 | $ | 2,857 | $ | 477 | $ | 2,703 | $ | 3,180 | |||||||||||
| Total current liabilities | $ | 241 | $ | 2,405 | $ | 2,646 | $ | 278 | $ | 2,703 | $ | 2,981 | |||||||||||
| Working capital | $ | 211 | $ | — | $ | 211 | $ | 199 | $ | — | $ | 199 | |||||||||||
As of March 31, 2025, we did not have any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Working capital for WSEs and TriNet Trust related activities
We designate funds to ensure that we have adequate current assets to satisfy our current obligations associated with WSEs. We manage our WSE payroll and benefits obligations through collections of payments from our clients which generally occur two to three days in advance of client payroll dates. We regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premium and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.
We manage our sponsored benefit and workers' compensation insurance obligations by maintaining collateral funds in restricted cash, cash equivalents and investments. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust our collateral balances when facts and circumstances change. We regularly review our collateral balances with our insurance carriers and anticipate funding further collateral in the future based upon our capital requirements. We classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of payments to carriers.
Working capital for corporate purposes
| TRINET | 19 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Corporate working capital as of March 31, 2025 increased $12 million from December 31, 2024, primarily due to the decreases in our corporate current liabilities.
We use our available cash and cash equivalents to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from corporate operating activities and the potential issuance of debt or equity securities. We hold both corporate cash and cash associated with WSEs across multiple financial institutions to reduce concentrations of counterparty risk. We believe our existing corporate cash and cash equivalents and positive working capital will be sufficient to meet our working capital expenditure needs for at least the next twelve months.
Cash Flows
The following table presents our cash flow activities for the stated periods:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2025 | 2024 | |||||||||||||||||||||
| Corporate | WSE & TriNet Trust | Total | Corporate | WSE & TriNet Trust | Total | ||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | $ | 95 | $ | — | $ | 95 | $ | 91 | $ | — | $ | 91 | |||||||||||
| Investing activities | (5) | (3) | (8) | (47) | — | (47) | |||||||||||||||||
| Financing activities | (106) | (388) | (494) | (30) | (213) | (243) | |||||||||||||||||
| Net change in cash and cash equivalents, unrestricted and restricted | $ | (16) | $ | (391) | $ | (407) | $ | 14 | $ | (213) | $ | (199) | |||||||||||
| Cash and cash equivalents, unrestricted and restricted: | |||||||||||||||||||||||
| Beginning of period | $ | 415 | $ | 1,276 | $ | 1,691 | $ | 334 | $ | 1,132 | $ | 1,466 | |||||||||||
| End of period | $ | 399 | $ | 885 | $ | 1,284 | $ | 348 | $ | 919 | $ | 1,267 | |||||||||||
| Net increase (decrease) in cash and cash equivalents: | |||||||||||||||||||||||
| Unrestricted | $ | (12) | $ | 1 | $ | (11) | $ | 11 | $ | — | $ | 11 | |||||||||||
| Restricted | $ | (4) | $ | (392) | $ | (396) | $ | 3 | $ | (213) | $ | (210) | |||||||||||
Operating Activities
The year-over-year change in net cash provided by operating activities was primarily driven by the timing of our payments of corporate obligations.
Investing Activities
Cash provided by (used in) investing activities for the periods presented below primarily consisted of purchases of investments and capital expenditures, partially offset by proceeds from the sale and maturity of investments.
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Investments: | ||||||||
| Purchases of marketable securities | $ | (27) | $ | (95) | ||||
| Proceeds from sale and maturity of marketable securities | 34 | 66 | ||||||
| Cash used in investments | $ | 7 | $ | (29) | ||||
| Acquisitions of property and equipment and software | (16) | (18) | ||||||
| Cash used in capital expenditures | $ | (16) | $ | (18) | ||||
| Proceeds from sale of business | 1 | $ | — | |||||
| Cash used in investing activities | $ | (8) | $ | (47) | ||||
| TRINET | 20 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Investments
We invest a portion of available cash in investment-grade securities with effective maturities less than five years that are classified on our Condensed consolidated balance sheets as investments. We consider industry and issuer concentrations in our investment policy.
We also invest funds held as collateral to satisfy our long-term obligation towards workers' compensation liabilities. These investments are classified on our balance sheets as restricted cash, cash equivalents and investments. We review the amount and the anticipated holding period of these investments regularly in conjunction with our estimated long-term workers' compensation liabilities and anticipated claims payment trend. At March 31, 2025, our investments had a weighted average duration of two years and an average S&P credit rating of AA+.
As of March 31, 2025, we held approximately $1.5 billion in restricted and unrestricted cash, cash equivalents and investments, of which $349 million was unrestricted cash and cash equivalents. Refer to Note 2 in the condensed consolidated financial statements and related notes included in this Form 10-Q.
Capital Expenditures
During the three months ended March 31, 2025 and 2024, we continued to make investments in software and hardware as we enhanced our existing service offerings and technology platform. We expect capital investments in our software and hardware to continue in the future.
Financing Activities
Net cash used in financing activities in the three months ended March 31, 2025 and 2024 consisted of our debt and equity-related activities.
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Financing activities | ||||||||
| Change in WSE and TriNet Trust related assets and liabilities, net | $ | (388) | $ | (213) | ||||
| Repurchase of common stock, net of issuance | (94) | (30) | ||||||
| Dividends paid | (12) | — | ||||||
| Cash used in financing activities | $ | (494) | $ | (243) | ||||
During the three months ended March 31, 2025, we repurchased 1,210,403 shares of our common stock for approximately $90 million through our existing stock repurchase program in addition to 46,827 shares acquired to satisfy tax withholding obligations related to SBC vesting. As of March 31, 2025, approximately $162 million remained available for repurchase under all authorizations by our board of directors. We plan to use current cash and cash generated from ongoing operating activities to fund this stock repurchase program.
We paid a common stock dividend of $0.25 per share in January 2025. We also declared a common stock dividend of $0.275 per share to be paid in the second quarter of 2025.
Capital Resources
As of March 31, 2025, $500 million and $400 million aggregate principal of our 2029 Notes and 2031 Notes was outstanding, respectively. The indenture governing our 2029 Notes and 2031 Notes each 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 or 2031 Notes, as applicable; 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.
Our 2021 Credit Agreement includes a $700 million revolver. In September of 2023, we drew down $200 million of this revolver to partially fund our third quarter of 2023 share repurchases. As of March 31, 2025, $90 million remains outstanding under our 2021 Revolver. 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 our 2021 Credit Agreement, 2029 Notes and 2031 Notes at March 31, 2025.
| TRINET | 21 | 2025 Q1 FORM 10-Q | ||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | |||||
Critical Accounting Policies, Estimates and Judgments
There have been no material changes to our critical accounting policies, estimates and judgments as discussed in our 2024 Form 10-K.
Recent Accounting Pronouncements
| TRINET | 22 | 2025 Q1 FORM 10-Q | ||||||
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES | |||||
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates. Our exposure to changes in interest rates relates primarily to our investment portfolio and outstanding borrowings under our floating rate 2021 Revolver. Changes in interest rates affect the interest earned on the Company's cash, cash equivalents and the fair value of our investments as well as the cost of borrowing under our 2021 Revolver.
Our cash equivalents consist primarily of money market mutual funds, which are not significantly exposed to interest rate risk. Our investments are subject to interest rate risk because these securities generally include a fixed interest rate. As a result, the market values of these securities are affected by changes in prevailing interest rates. We attempt to limit our exposure to interest rate risk and credit risk by investing in instruments that meet the minimum credit quality, liquidity, diversification and other requirements of our investment policy. Our investments consist of liquid, investment-grade securities. The risk of interest rate changes on investment balances was not material at March 31, 2025 and December 31, 2024.
In February 2021, we issued $500 million aggregate principal of 3.50% senior unsecured notes maturing in March 2029 (our 2029 Notes) and in August 2023, we issued $400 million aggregate principal of 7.125% senior unsecured notes maturing in August 2031 (our 2031 Notes). Our 2029 Notes and 2031 Notes are carried at their cost, net of issuance costs. Since our 2029 Notes and 2031 Notes bear interest at fixed rates, we have no financial statement risk to these notes associated with changes in interest rates. However, the fair value of our 2029 Notes and our 2031 Notes fluctuates when interest rates change.
As of March 31, 2025, $90 million remains outstanding under our floating rate 2021 Revolver. The impact of a 100 basis point increase or decrease in market interest rates to interest expense on our 2021 Revolver as of March 31, 2025 over the next twelve months was approximately $1 million.
| TRINET | 23 | 2025 Q1 FORM 10-Q | ||||||
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES | |||||
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have, with the participation of our CEO and our CFO, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of such date in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure and (ii) such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
We have concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
| TRINET | 24 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
TRINET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended March 31, | ||||||||
| (in millions except per share data) | 2025 | 2024 | ||||||
Professional service revenues | $ | $ | ||||||
Insurance service revenues | ||||||||
| Interest income | ||||||||
Total revenues | ||||||||
Insurance costs | ||||||||
Cost of providing services | ||||||||
Sales and marketing | ||||||||
General and administrative | ||||||||
Systems development and programming | ||||||||
Depreciation and amortization of intangible assets | ||||||||
| Interest expense, bank fees and other | ||||||||
Total costs and operating expenses | ||||||||
| Income before tax | ||||||||
Income taxes | ||||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss), net of income taxes | ( | |||||||
Comprehensive income | $ | $ | ||||||
| Net income per share: | ||||||||
Basic | $ | $ | ||||||
Diluted | $ | $ | ||||||
Weighted average shares: | ||||||||
Basic | ||||||||
Diluted | ||||||||
See accompanying notes.
| TRINET | 25 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
TRINET GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| March 31, | December 31, | |||||||||||||
| (in millions, except share and per share data) | 2025 | 2024 | ||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash, cash equivalents and investments | ||||||||||||||
Accounts receivable, net | ||||||||||||||
| Payroll funds receivable | ||||||||||||||
Prepaid expenses, net | ||||||||||||||
| Other payroll assets | ||||||||||||||
Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Restricted cash, cash equivalents and investments, noncurrent | ||||||||||||||
| Property and equipment, net | ||||||||||||||
Operating lease right-of-use asset | ||||||||||||||
Goodwill | ||||||||||||||
| Software and other intangible assets, net | ||||||||||||||
Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
Accounts payable and other current liabilities | $ | $ | ||||||||||||
Revolving credit agreement borrowings | ||||||||||||||
Client deposits and other client liabilities | ||||||||||||||
Accrued wages | ||||||||||||||
Accrued health insurance costs, net | ||||||||||||||
Accrued workers' compensation costs, net | ||||||||||||||
Payroll tax liabilities and other payroll withholdings | ||||||||||||||
Operating lease liabilities | ||||||||||||||
Insurance premiums and other payables | ||||||||||||||
| Total current liabilities | ||||||||||||||
Long-term debt, noncurrent | ||||||||||||||
Accrued workers' compensation costs, noncurrent, net | ||||||||||||||
Deferred taxes | ||||||||||||||
Operating lease liabilities, noncurrent | ||||||||||||||
Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
| Preferred stock | ||||||||||||||
($ | ||||||||||||||
| Common stock and additional paid-in capital | ||||||||||||||
($ | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders' equity | ||||||||||||||
| Total liabilities & stockholders' equity | $ | $ | ||||||||||||
See accompanying notes.
| TRINET | 26 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
TRINET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Total Stockholders' Equity, beginning balance | $ | $ | ||||||
| Common Stock and Additional Paid-In Capital | ||||||||
Beginning balance | ||||||||
Stock based compensation expense | ||||||||
Ending balance | ||||||||
| Retained Earnings (Accumulated Deficit) | ||||||||
Beginning balance | ( | ( | ||||||
Net income | ||||||||
| Common stock dividends | ( | ( | ||||||
Repurchase of common stock | ( | ( | ||||||
Awards effectively repurchased for required employee withholding taxes | ( | ( | ||||||
Ending balance | ( | ( | ||||||
| Accumulated Other Comprehensive Income | ||||||||
Beginning balance | ( | ( | ||||||
| Other comprehensive income (loss) | ( | |||||||
Ending balance | ( | ( | ||||||
Total Stockholders' Equity, ending balance | $ | $ | ||||||
See accompanying notes.
| TRINET | 27 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
TRINET GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
Operating activities | ||||||||
Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization of intangible assets | ||||||||
| Amortization of deferred costs | ||||||||
| Amortization of ROU asset, lease modification, impairment, and abandonment | ||||||||
| Deferred income taxes | ( | |||||||
| Stock based compensation | ||||||||
| Losses on investments | ||||||||
| Loss from disposition of assets | ||||||||
| Other | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | ( | |||||||
| Prepaid expenses, net | ( | |||||||
| Other assets | ( | ( | ||||||
| Other payroll assets | ||||||||
| Accounts payable and other liabilities | ( | |||||||
| Client deposits and other client liabilities | ( | |||||||
| Accrued wages | ( | ( | ||||||
| Accrued health insurance costs, net | ||||||||
| Accrued workers' compensation costs, net | ||||||||
| Payroll taxes liabilities and other payroll withholdings | ( | ( | ||||||
| Operating lease liabilities | ( | ( | ||||||
| Net cash provided by operating activities | ||||||||
Investing activities | ||||||||
Purchases of marketable securities | ( | ( | ||||||
| Proceeds from sale and maturity of marketable securities | ||||||||
| Acquisitions of property and equipment and software | ( | ( | ||||||
| Proceeds from sale of business | ||||||||
Net cash used in investing activities | ( | ( | ||||||
Financing activities | ||||||||
| Change in WSE and TriNet Trust related assets and liabilities, net | ( | ( | ||||||
Repurchase of common stock | ( | ( | ||||||
Awards effectively repurchased for required employee withholding taxes | ( | ( | ||||||
| Dividends paid | ( | |||||||
| Net cash used in financing activities | ( | ( | ||||||
| Net change in cash and cash equivalents, unrestricted and restricted | ( | ( | ||||||
Cash and cash equivalents, unrestricted and restricted: | ||||||||
Beginning of period | ||||||||
End of period | $ | $ | ||||||
Supplemental disclosures of cash flow information | ||||||||
Interest paid | $ | $ | ||||||
| Income taxes paid, net | $ | $ | ||||||
Supplemental schedule of noncash investing and financing activities | ||||||||
| Cash dividend declared, but not yet paid | $ | $ | ||||||
| Payable for purchase of property and equipment | $ | $ | ||||||
| Receivable from sale of business | $ | $ | ||||||
See accompanying notes.
| TRINET | 28 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business
TriNet Group, Inc. (TriNet, or the Company, we, our and us) provides comprehensive HCM solutions for small and medium-size businesses under both a PEO model and an HRIS services model. These HCM 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 our PEO service model, we are the employer of record for certain employment-related administrative and regulatory purposes for 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
•workers' compensation coverage.
Our PEO clients are responsible for the day-to-day job responsibilities of the WSEs.
Through our HRIS and ASO services models, we provide cloud-based HCM services to SMBs that allows them to manage hiring, onboarding, employee information, payroll processing, payroll tax administration, health insurance, and other benefits, from a single cloud-based software platform. We are not the co-employer or employer of record for such employees.
Basis of Presentation and Basis of Consolidation
These unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission. The unaudited condensed consolidated financial statements include the accounts of the Company and an entity consolidated under the variable interest model. Intercompany balances and transactions have been eliminated. Certain information and note disclosures included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results anticipated for the full year. These financial statements should be read in conjunction with the audited Consolidated Financial Statements included in Part II, Item 8. Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2024. Certain prior year amounts have been reclassified to conform to current period presentation.
When entering into contractual arrangements with other entities, we assess whether we have a variable interest. If we determine that we have a variable interest, we then determine whether the arrangement is with a variable interest entity ("VIE"). If the arrangement is with a VIE, we assess whether we are the primary beneficiary of the VIE by identifying the most significant activities and determining who has the power over those activities and who has the obligation to absorb the majority of the losses or benefits of the VIE. We consolidate a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb the majority of their losses or benefits, making us the primary beneficiary.
Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary.
In December 2023, we created a trust ("TriNet Trust") for the purpose of holding ASO clients' payroll funds for the remittance to ASO Users, tax authorities and other recipients. TriNet Trust's assets are restricted and can only be used for payments on behalf of ASO clients, repayments of any advances from TriNet, or payments to TriNet of interest income earned on the balances of TriNet Trust. In the event of any losses, creditors to the Trust have
| TRINET | 29 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
recourse to TriNet Trust's property and not that of TriNet overall. The risks associated with the Trust are similar to those that currently exist for the Company such as banking losses in excess of FDIC insurance levels, interest rate and market conditions.
We determined that TriNet Trust meets the definition of a variable interest entity and as the primary beneficiary we have both the power to direct TriNet Trust’s activities that most significantly affect its performance and we have the right to receive benefits from TriNet Trust, in the form of interest income. As a result, TriNet Trust is consolidated into our financial statements. During the first quarter of 2024, TriNet Trust assumed ownership and responsibility of certain bank accounts that hold HRIS client funds and assumed related liabilities.
The following table presents the assets and liabilities of TriNet Trust which are included in our consolidated balance sheet. These amounts on any particular date can vary due to timing of cash receipts and remittances.
| March 31, 2025 | |||||||||||
| (in millions) | TriNet Trust | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | ||||||||||
| Restricted cash, cash equivalents and investments | |||||||||||
| Total current assets | |||||||||||
| Total assets | $ | ||||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and other current liabilities | $ | ||||||||||
| Accrued wages | |||||||||||
| Payroll tax liabilities and other payroll withholdings | |||||||||||
| Total current liabilities | |||||||||||
| Total liabilities | $ | ||||||||||
Reclassifications
Income Statement
Certain prior year amounts on the Condensed Consolidated Statement of Income have been reclassified to conform to current period presentation. Specifically, interest income previously included in the former Other income (expense) category is now classified as a component of Total revenue. Similarly, Interest expense, bank fees and other has been reclassified as part of total expenses. These reclassifications eliminate the profitability measure of Operating Income on our Condensed Consolidated Statement of Income, which is not a key measure of profitability used by management.
Statement of Cash Flows
Certain prior year amounts on the Condensed Consolidated Statement of Cash Flows have also been reclassified to conform to current period presentation, with no impact on the Condensed Consolidated Statements of Income and Comprehensive Income, Condensed Consolidated Statement of Balance Sheets and Condensed Consolidated Statements of Stockholders' Equity. In particular, changes in WSE related assets and liabilities were previously reported within operating activities and are now reclassified into financing activities to better reflect operating activities excluding the impact of client cash flows.
| TRINET | 30 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
| Three Months Ended March 31, 2024 | |||||||||||
| (in millions) | As previously reported | Reclassified amounts | As revised | ||||||||
| Operating activities | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Payroll funds receivable | ( | ||||||||||
| Prepaid expenses, net | ( | ( | ( | ||||||||
| Other payroll assets | ( | ||||||||||
| Accounts payable and other liabilities | |||||||||||
| Client deposits and other client liabilities | ( | ( | |||||||||
| Accrued wages | ( | ( | |||||||||
| Accrued health insurance costs, net | ( | ||||||||||
| Accrued workers' compensation costs, net | ( | ||||||||||
| Payroll taxes payable and other payroll withholdings | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Change in WSE and TriNet Trust related assets and liabilities, net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
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 condensed consolidated financial statements could be materially affected.
Accrued Health Insurance Costs
We sponsor and administer a number of employee benefit plans for our PEO WSEs, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the three months ended March 31, 2025, the majority of our group health insurance costs were 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 claims incurred but not paid. We assess accrued health insurance costs regularly based upon actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates.
| TRINET | 31 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
Recent Accounting Pronouncements
Recently issued accounting guidance
Disaggregation of Income Statement Expenses
In December 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, is to enhance the transparency and decision-usefulness of financial reporting by requiring public business entities to provide more detailed disclosures about the components of certain expense captions in their income statements. The ASU is effective for TriNet on a prospective basis for annual periods beginning after December 15, 2027. The Company is currently evaluating the provisions of this ASU.
Income Taxes
NOTE 2. 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 condensed 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, for PEO customers, as well as amounts held by our statutory trust for our HRIS Users, 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 AFS.
Our total cash, cash equivalents and investments are summarized below:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Restricted cash, cash equivalents and investments: | |||||||||||||||||||||||
| Payroll funds collected | |||||||||||||||||||||||
| Collateral for health benefits claims | |||||||||||||||||||||||
| Collateral for workers' compensation claims | |||||||||||||||||||||||
| Trust for our HRIS Users | |||||||||||||||||||||||
| Other security deposits | |||||||||||||||||||||||
| Total restricted cash, cash equivalents and investments | |||||||||||||||||||||||
| Restricted cash, cash equivalents and investments, noncurrent | |||||||||||||||||||||||
| Collateral for workers' compensation claims | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| TRINET | 32 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
NOTE 3. INVESTMENTS
The following tables summarize our financial instruments by significant categories and fair value measurement on a recurring basis as of March 31, 2025 and December 31, 2024 and the amortized cost, gross unrealized gains, gross unrealized losses, fair value of our AFS investments:
| (in millions) | Fair Value Level | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Investments | Restricted Cash, Cash Equivalents and Investments | ||||||||||||||||||
| March 31, 2025 | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market mutual funds | Level 1 | $ | $ | — | $ | — | $ | $ | $ | $ | ||||||||||||||||
| Total cash equivalents | — | — | ||||||||||||||||||||||||
| AFS Investments: | ||||||||||||||||||||||||||
| Corporate bonds | Level 2 | |||||||||||||||||||||||||
| Agency securities | Level 2 | |||||||||||||||||||||||||
| U.S. treasuries | Level 2 | |||||||||||||||||||||||||
| Total AFS Investments | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| (in millions) | Fair Value Level | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Cash and Cash Equivalents | Investments | Restricted Cash, Cash Equivalents and Investments | ||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market mutual funds | Level 1 | $ | $ | — | $ | — | $ | $ | $ | $ | ||||||||||||||||
| U.S. treasuries | Level 2 | — | — | |||||||||||||||||||||||
| Total cash equivalents | — | — | ||||||||||||||||||||||||
| AFS Investments: | ||||||||||||||||||||||||||
| Corporate bonds | Level 2 | |||||||||||||||||||||||||
| Agency securities | Level 2 | ( | ||||||||||||||||||||||||
| U.S. treasuries | Level 2 | ( | ||||||||||||||||||||||||
| Certificate of deposit | Level 2 | |||||||||||||||||||||||||
| Total AFS Investments | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||
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 condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024. There were no transfers between levels as of March 31, 2025 and December 31, 2024.
| TRINET | 33 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
Sales and Maturities
The fair value of debt investments by contractual maturity are shown below:
| (in millions) | March 31, 2025 | |||||||
| One year or less | $ | |||||||
| Over one year through five years | ||||||||
| Over five years through ten years | ||||||||
| Over ten years | ||||||||
| Total fair value | $ | |||||||
The gross proceeds from sales and maturities of AFS securities and gross realized losses for the three months ended March 31, 2025 and 2024 are presented below. We had immaterial
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Gross realized losses | ( | |||||||
| Gross proceeds from sales | $ | $ | ||||||
| Gross proceeds from maturities | ||||||||
Fair Value of Long-Term Debt
The fair value of our 2029 Notes and 2031 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 March 31, 2025, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $454 million and $407 million, respectively. As of December 31, 2024, our 2029 Notes and 2031 Notes were carried at their cost, net of issuance costs, and had a fair value of $453 million and $408 million, respectively.
Our 2021 Revolver is a floating rate debt. At March 31, 2025 and December 31, 2024, the fair value of our 2021 Revolver approximated its carrying value (exclusive of issuance costs). The fair value of our floating rate debt is estimated based on a discounted cash flow, which incorporates credit spreads, market interest rates and contractual maturities to estimate the fair value and is considered Level 3 in the hierarchy for fair value measurement.
NOTE 4. ACCRUED WORKERS' COMPENSATION COSTS
The following table summarizes the accrued workers’ compensation cost activity for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Total accrued costs, beginning of period | $ | $ | ||||||
| Incurred | ||||||||
| Current year | ||||||||
| Prior years | ( | ( | ||||||
| Total incurred | ||||||||
| Paid | ||||||||
| Current year | ( | |||||||
| Prior years | ( | ( | ||||||
| Total paid | ( | ( | ||||||
| Total accrued costs, end of period | $ | $ | ||||||
| TRINET | 34 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:
| (in millions) | March 31, 2025 | December 31, 2024 | ||||||
| Total accrued costs, end of period | $ | $ | ||||||
| Collateral paid to carriers and offset against accrued costs | ( | ( | ||||||
| Total accrued costs, net of carrier collateral offset | $ | $ | ||||||
Payable in less than 1 year (net of collateral paid to carriers of $ | $ | $ | ||||||
Payable in more than 1 year (net of collateral paid to carriers of $ | ||||||||
| Total accrued costs, net of carrier collateral offset | $ | $ | ||||||
Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the three months ended March 31, 2025, the favorable development is due to lower than expected reported claim frequency and severity for the more recent years.
As of March 31, 2025 and December 31, 2024, we had $25 million and $26 million of collateral held by insurance carriers, respectively, of which $4
NOTE 5. COMMITMENTS AND CONTINGENCIES
Contingencies
We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, regulatory investigations 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 condensed 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 condensed 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 condensed consolidated financial position, results of operations, or cash flows.
NOTE 6. STOCK BASED COMPENSATION
Restricted Stock Units (RSUs)
Time-based RSUs generally vest over a four-year term. Performance-based RSUs 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 under performance-based RSUs may range from 0 % to 200 % of the target award. Performance-based awards granted in 2025 and 2024 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. RSUs are generally forfeited if the participant terminates service prior to vesting.
| TRINET | 35 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
The following tables summarize RSU activity for the three months ended March 31, 2025:
Time-based RSUs
Total Number of Shares | Weighted-Average Grant Date Fair Value | |||||||
| Nonvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | |||||||
| Forfeited | ( | |||||||
Nonvested at March 31, 2025 | $ | |||||||
Performance-based RSUs
| Total Number of Shares | Weighted-Average Grant Date Fair Value | |||||||
| Nonvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited | ( | |||||||
Nonvested at March 31, 2025 | $ | |||||||
Stock Options
Stock options are granted to eligible 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 vest after 3 years, and are generally forfeited if the employee terminates service prior to vesting.
The following table summarizes stock option activity for the three months ended March 31, 2025:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |||||||||||
| Balance at December 31, 2024 | $ | — | $ | |||||||||||
| Granted | ||||||||||||||
Balance at March 31, 2025 | $ | $ | ||||||||||||
We estimated the fair value of stock options using the Black-Scholes option-pricing model. Because we do not have significant exercise history for our stock options, we estimate the expected term using the simplified method. We estimate expected volatility using the daily historical trading data of our common shares. The table below summarizes the assumptions used.
The fair value of our RSUs and PSUs is equal to the fair value of our common stock on the grant date. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| Stock Option Assumptions | ||||||||||||||
| Expected Term (in Years) | Expected Volatility | Risk-Free Interest Rate | Expected Dividend Yield | |||||||||||
March 31, 2025 | % | % | % | |||||||||||
| Additional Disclosures for Stock Options (in millions) | March 31, 2025 | ||||
| Weighted-average grant date fair value of stock options | $ | ||||
| Total fair value of options granted | $ | ||||
| TRINET | 36 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
Stock Based Compensation
Stock based compensation expense for stock-based awards made to our employees pursuant to our equity plans were as follows:
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Cost of providing services | $ | $ | ||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Systems development and programming costs | ||||||||
| Total stock based compensation expense | $ | $ | ||||||
| Total stock based compensation capitalized | $ | $ | ||||||
NOTE 7. STOCKHOLDERS’ EQUITY
Common Stock
The following table shows the beginning and ending balances of our issued and outstanding common stock for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Shares issued and outstanding, beginning balance | ||||||||
Issuance of common stock from vested restricted stock units | ||||||||
Issuance of common stock from exercise of stock options | ||||||||
Repurchase of common stock | ( | ( | ||||||
Awards effectively repurchased for required employee withholding taxes | ( | ( | ||||||
Shares issued and outstanding, ending balance | ||||||||
Stock Repurchases
As of March 31, 2025, there was $162 million remaining in the total authorization of $2,715 million of our ongoing stock repurchase program.
Dividends
We paid a common stock dividend of $0.25 per share in January 2025. We also declared common stock dividends of $0.275 per share to be paid in the second quarter of 2025.
NOTE 8. INCOME TAXES
Our ETR was 26 % and 27 % for the first quarter of 2025 and 2024, respectively. The decrease in the rate was primarily attributable to an increase in tax benefits related to excludable income for state tax purposes and a decrease in the state tax rate, offset by a decrease in tax benefits for stock-based compensation.
We have capital loss carryforwards of $3 million. As a result of the sale of Clarus this quarter, we generated approximately $9 million of capital loss carryforwards totaling $12 million which will begin to expire in 2027. We have recorded an increase in the valuation allowance of $9 million this quarter to reflect the estimated amount of deferred tax assets that may not be realized related to these capital loss carryforwards.
We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada and India. We are open to federal and significant state income tax examinations for tax years 2019 and subsequent years.
| TRINET | 37 | 2025 Q1 FORM 10-Q | ||||||
| FINANCIAL STATEMENTS | |||||
NOTE 9. 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:
| Three Months Ended March 31, | ||||||||
| (in millions, except per share data) | 2025 | 2024 | ||||||
| Net income | $ | $ | ||||||
| Weighted average shares of common stock outstanding | ||||||||
| Basic EPS | $ | $ | ||||||
| Net income | $ | $ | ||||||
| Weighted average shares of common stock outstanding | ||||||||
| Dilutive effect of stock options and restricted stock units | ||||||||
| Weighted average shares of common stock outstanding | ||||||||
| Diluted EPS | $ | $ | ||||||
Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect | ||||||||
NOTE 10. RESTRUCTURING
During the fourth quarter of 2024, we completed a detailed review of our strategy and made several decisions that will narrow and intensify our focus on our U.S. PEO business. This will include winding down the software-only HRIS product as well as other immaterial products not directly related to our U.S. PEO business. In place of our software-only HRIS product, we will focus our ASO services to include both the software component, but also a significant service component similar to the types of services we provide to PEO clients.
In conjunction with this adjustment to our product offerings, we have implemented changes to our operating expense structure, including our staffing and office footprint.
As part of the restructuring initiatives, the Company incurred $1 million of restructuring costs for the three months ended March 31, 2025. These expenses are classified in G&A in our Condensed consolidated statement of income and comprehensive income.
Severance costs include payments to colleagues, estimated reimbursements for COBRA payments and outplacement services. The following table is a summary of accrued severance and exit and disposal costs included within accounts payable and other current liabilities and accrued wages:
| (in millions) | Accounts payable and other current liabilities | Accrued wages | ||||||
| Balance at December 31, 2024 | $ | |||||||
| (+) Additions | ||||||||
| (-) Payments | ( | |||||||
Balance at March 31, 2025 | $ | $ | ||||||
We expect to make payments for these liabilities during 2025. We expect the restructuring efforts to continue through 2026 and may recognize additional expenses as they are incurred.
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| FINANCIAL STATEMENTS | |||||
NOTE 11. SEGMENT INFORMATION
We operate in one reportable segment. Our chief operating decision maker for segment reporting purposes is our CEO, who uses the profitability and significant expense detail to allocate resources and assess performance based on key functions such as customer acquisition, customer service, and indirect costs.
The primary measure of profit or loss that the CEO uses is net income. The significant expenses used in these profit or loss reports align with the primary functions of the corresponding teams, with the exception of non-cash expenses such as depreciation, amortization and stock-based compensation as these expenses are not necessarily indicative of our ongoing operations. In this expense reporting methodology, overhead-type expenses, such as facilities and technology support for colleagues, are classified consistent with the primary function of the corresponding teams and not allocated to other significant expenses.
The table below provides the primary measure of profitability and detail regarding the significant expenses reviewed by our CEO.
| Three Months Ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
Professional service revenues | $ | $ | ||||||
Insurance service revenues | ||||||||
| Interest income | ||||||||
Total revenues | ||||||||
| Workers' compensation costs | ||||||||
| Health insurance costs | ||||||||
| Sales & marketing | ||||||||
| Client support costs | ||||||||
| Corporate administration | ||||||||
| System support & development | ||||||||
Depreciation and amortization of intangible assets | ||||||||
| Stock based compensation | ||||||||
Other (1) | ||||||||
| Interest expense, bank fees and other | ||||||||
| Income Taxes | ||||||||
| Net Income | ||||||||
(1) Other includes certain costs that are considered non-recurring such as restructuring costs.
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| OTHER INFORMATION | |||||
Legal Proceedings
For the information required in this section, refer to Note 5 in the condensed consolidated financial statements and related notes included in this Form 10-Q.
Risk Factors
Other than the risk factor below, there have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2024 Form 10-K.
Our SMB clients are particularly affected by volatility in the economic environment.
SMBs can be particularly susceptible to changes in the level of overall economic activity in the markets in which they operate. These businesses are often exposed to credit and cash liquidity risks, including exposure as a result of the failure of their financial institutions, that larger businesses may be able to avoid, and during periods of weak economic conditions, including periods of increased inflation and increased borrowing costs, SMB failures tend to increase, and employment levels tend to decrease. During these periods, our clients can and do freeze hiring, terminate their employees, and reduce compensation and benefits levels, any of which would negatively affect our revenues and margins if we are unable to reduce our operating expenses sufficiently or quickly enough. During these periods, we have also seen and expect to see, reduced demand for our services, increased client terminations, fewer new clients, and clients seeking to renegotiate our contracts and prices. When our clients leave us or reduce their headcount, we typically see increases in the volume and severity of unemployment claims, COBRA claims, disability claims, and workers’ compensation claims. We may be unable to recover costs related to these claims based on the fees established in our client service agreements, and any failure to recover such costs may have a material adverse effect on our business, financial condition and results of operations.
Additionally, trade policies, including tariffs or other import restrictions, could directly or indirectly have a material adverse effect on our customers' businesses, as well as result in an economic downturn more generally. For example, increased tariffs or input restrictions, or even uncertainty with respect to such increases, could result in cost inflation or supply chain disruption, which could in turn result in companies generally taking actions, including reducing payroll expenses, delaying hiring, or cutting jobs. In addition, an economic downturn could result in a weakening of the market for our services as a result of fewer new companies being formed or funded, as well as a reluctance of companies to spend on PEO or ASO services. The results of any of these could negatively impact our revenue, as well as our ability to grow and retain clients, which could have a material adverse effect on our business, financial condition and results of operations.
Unregistered Sales of Equity Securities and Use of Proceeds
(a) Sales of Unregistered Securities
Not applicable.
(b) Use of Proceeds from Sales of Unregistered Securities
Not applicable.
(c) Issuer Purchases of Equity Securities
The following table provides information about our purchases of TriNet common stock during the quarter ended March 31, 2025:
| Period | Total Number of Shares Purchased (2) | Weighted Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans (1) | Approximate Dollar Value ($ millions) of Shares that May Yet be Purchased Under the Plans (3) | |||||||||||||||||||
| January 1 - January 31, 2025 | 20 | $ | 92.91 | — | $ | 251 | |||||||||||||||||
| February 1 - February 28, 2025 | 521,584 | $ | 71.67 | 474,855 | $ | 217 | |||||||||||||||||
| March 1 - March 31, 2025 | 735,626 | $ | 74.80 | 735,548 | $ | 162 | |||||||||||||||||
| Total | 1,257,230 | 1,210,403 | |||||||||||||||||||||
(1) In May 2014, our board of directors approved a stock repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. From time to time, our board of directors authorizes increases to our stock repurchase program and approved an aggregate total of
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| OTHER INFORMATION | |||||
$2,715 million as of March 31, 2025. The total remaining authorization for future stock repurchases under our stock repurchase program was $162 million as of March 31, 2025. The program does not have an expiration date.
(2) Includes shares surrendered by employees to us to satisfy tax withholding obligations that arose upon vesting of restricted stock units granted pursuant to approved plans.
(3) We repurchased a total of approximately $90 million of our outstanding stock during the three months ended March 31, 2025.
We use our stock repurchase program to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plans and employee purchase plan. We plan to use current cash and cash generated from ongoing operating activities to fund our stock repurchase program.
Defaults Upon Senior Securities
Not applicable.
Mine Safety Disclosures
Not applicable.
Other Information
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| EXHIBITS | |||||
Exhibits
Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.
EXHIBIT INDEX
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| EXHIBITS | |||||
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | 8-K | 001-36373 | 3.1 | 5/30/2023 | ||||||||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-36373 | 3.1 | 6/24/2024 | ||||||||||||||||||||||||||||||||||
| 4.1 | 8-K | 001-36373 | 4.1 | 2/2/2017 | ||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 001-36373 | 4.1 | 8/16/2023 | ||||||||||||||||||||||||||||||||||
| 4.3 | 10-Q | 001-36373 | 4.3 | 10/25/2023 | ||||||||||||||||||||||||||||||||||
| 4.4 | X | |||||||||||||||||||||||||||||||||||||
| 4.5 | X | |||||||||||||||||||||||||||||||||||||
| 10.1** | X | |||||||||||||||||||||||||||||||||||||
| 10.2** | X | |||||||||||||||||||||||||||||||||||||
| 10.3** | X | |||||||||||||||||||||||||||||||||||||
| 31.1 | X | |||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||
| 32.1* | X | |||||||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |||||||||||||||||||||||||||||||||||||
| EXHIBITS | |||||
| * | Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of TriNet Group, Inc.’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing. | |||||||
| ** | Constitutes a management contract or compensatory plan or arrangement. | |||||||
| SIGNATURES | |||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRINET GROUP, INC. | |||||||||||
| Date: April 25, 2025 | By: | /s/ Michael Q. Simonds | |||||||||
| Michael Q. Simonds | |||||||||||
| Chief Executive Officer | |||||||||||
| Date: April 25, 2025 | By: | /s/ Kelly Tuminelli | |||||||||
| Kelly Tuminelli | |||||||||||
| Chief Financial Officer | |||||||||||
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