TRINET GROUP INC (Form: 10-Q, Received: 07/25/2019 17:14:17)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36373

TRINET GROUP INC

(Exact Name of Registrant as Specified in its Charter)



Delaware		95-3359658
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Park Place, Suite 600
Dublin,	CA	94568
(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
Common stock par value $0.000025 per share	TNET	New York Stock Exchange

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.



Large accelerated filer	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. Yes o No 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 July 18, 2019 was 69,935,199.

TRINET GROUP, INC.

Form 10-Q - Quarterly Report

For the Quarterly Period Ended June 30, 2019

TABLE OF CONTENTS



	Form 10-Q Cross Reference	Page
Glossary		3
Unaudited Condensed Consolidated Financial Statements	Part I, Item 1.	26
Condensed Consolidated Balance Sheets		26
Condensed Consolidated Statements of Income and Comprehensive Income		27
Condensed Consolidated Statements of Stockholders' Equity		28
Condensed Consolidated Statements of Cash Flows		29
Notes to Condensed Consolidated Financial Statements		30
Management’s Discussion and Analysis of Financial Condition and Results of Operations	Part I, Item 2.	5
Quantitative and Qualitative Disclosures About Market Risk	Part I, Item 3.	25
Controls and Procedures	Part I, Item 4.	25
Legal Proceedings	Part II, Item 1.	44
Risk Factors	Part II, Item 1A.	44
Unregistered Sales of Equity Securities and Use of Proceeds	Part II, Item 2.	44
Defaults Upon Senior Securities	Part II, Item 3.	44
Mine Safety Disclosures	Part II, Item 4.	44
Other Information	Part II, Item 5.	44
Exhibits	Part II, Item 6.	45



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.



AFS	Available-for-sale
ASC	Accounting standards codification
ASU	Accounting standards update
CEO	Chief Executive Officer
CFO	Chief Financial Officer
COPS	Cost of providing services
D&A	Depreciation and Amortization
EBITDA	Earnings before interest expense, taxes, depreciation and amortization of intangible assets
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
FASB	Financial Accounting Standards Board
G&A	General and administrative
GAAP	Generally Accepted Accounting Principles in the United States
HR	Human Resources
IRS	Internal Revenue Service
ISR	Insurance service revenues
MD&A	Management's Discussion and Analysis of Financial Condition and Results of Operations
NISR	Net Insurance Service Revenues
NSR	Net service revenues
OE	Operating expenses
PFC	Payroll funds collected
PSR	Professional service revenues
ROU	Right-of-use
RSA	Restricted Stock Award
RSU	Restricted Stock Unit
SBC	Stock Based Compensation
S&M	Sales and marketing
SD&P	Systems development and programming
SEC	Securities and Exchange Commission
SMB	Small to midsize business
U.S.	United States
WSE	Worksite employee



FORWARD LOOKING STATEMENTS AND OTHER FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements and Other Financial Information

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 consolidated 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.

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.

Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements are discussed throughout our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 14, 2019 (2018 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 Item 7 of our 2018 Form 10-K, as well as in our other periodic filings with the SEC. Examples of forward-looking statements include, among others: risks associated with changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; our ability to be recognized as an employer of worksite employees under federal and state regulations; our ability to mitigate business risks associated with our co-employment relationship with our worksite employees; our ability to secure private and confidential client and worksite employee data and our information technology infrastructure against cyber-attacks and security breaches; our ability to manage unexpected changes in workers’ compensation and health insurance claims by worksite employees; fluctuation in our results of operation and stock price as a result of numerous factors, many of which are outside of our control, such as the volume and severity of our workers’ compensation and health insurance claims and the amount and timing of our insurance costs, operating expenses and capital expenditure requirements; failures or limitations in the business systems we rely upon; our ability to improve our technology to meet the expectations of our clients; our ability to properly manage our internal controls over financial reporting; our ability to effectively integrate businesses we have acquired and new businesses we may acquire in the future; the effects of volatility in the financial and economic environment on the businesses that make up our client base; our ability to effectively manage and improve our operational processes; market acceptance of our vertical strategy; our ability to manage our sales force effectively; the ability of our products and services to compete effectively in our industry; the concentration of our clients in certain geographies and industries; the outcome of existing and future legal proceedings; changes in our income tax positions or adverse outcomes from on-going and future audits; adverse changes in our insurance coverage or our relationships with key insurance carriers; our ability to manage our client attrition; our ability to comply with the restrictions of our credit facility and meet our debt obligations; the impact of concentrated ownership in our stock; and the effects of increased competition and our ability to compete effectively. These and other factors could cause our actual results to differ materially from our anticipated results. 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 in our Key Financial and Operating Metrics section within our MD&A for definitions and reconciliations from GAAP measures.



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 expertise, payroll services, employee benefits and employment risk mitigation services for SMBs. We deliver a comprehensive suite of products and services, which allows our clients to administer and manage various HR-related functions, including compensation and benefits, payroll processing, employee data, health insurance and workers' compensation programs, and other transactional HR needs using our technology platform and HR, benefits and compliance expertise.

We also leverage our scale and industry-specific HR experience to design product and service offerings for SMBs in specific industries. We believe our industry-specific approach, which we call our vertical approach, is a key differentiator for us and creates additional value for our clients by allowing our product and service offerings to address the common HR needs in different client industries.

Operational Highlights

Our consolidated results for the second quarter and the first half of 2019 reflect our continued progress in attracting new customers to our industry-oriented (vertical) products, serving our existing customers and improving our brand awareness through marketing.

Our customers are our focus, and we are investing in our processes to ensure a stronger customer experience. We expect this investment will further enhance our value to our customers, support retention and provide further efficiency and scale for our operations. We started this work in 2018 and expect this to continue in the near-term.

During the first half of 2019 we:


•	experienced an improvement in retention as a result of our customer service initiatives,


•	benefited from our clients growing their WSEs,


•	saw an increase in new sales which delivered additional revenue growth,


•	continued to experience a change in our client mix with customers increasing their participation, or enrollment, in our insurance services offerings, and


•	delivered profitable growth.

Our efforts to build a successful and enduring company include building and leveraging a strong national brand presence. Our branding strategy, Incredible Starts Here, is being augmented with our current campaign: People Matter. We place our customers at the center of what we do, including placing our customers at the center of our marketing.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Performance Highlights

Our results for the second quarter and the first half of 2019 are as follows (percentages, increases or reductions represent changes when compared to the same periods of 2018):

Q2 2019



	$935M			$55M			$231M
	Total revenues			Operating income			Net Service Revenue *
	10	%	increase	(28	)%	decrease	5	%	increase

	$46M			$0.64			$50M
	Net income			Diluted EPS			Adjusted Net income *
	(22	)%	decrease	(20	)%	decrease	(21	)%	decrease

*	Non-GAAP measure as defined in the section below.



323,957			318,874			$9.1B
Total WSEs			Average WSEs			Payroll and payroll tax payments
2	%	increase	2	%	increase	9	%	increase

During the second quarter of 2019, we continued to achieve year-over-year improvement in our WSE and revenue growth. The growth year-over-year reflects improvement in our new sales performance and customer retention by customers that choose to benefit from all of our service offerings. Increased hiring and enrollments by our customers and a change in mix of WSEs also contributed to the growth. We continue to price to the value of our services and, for our insurance offerings, to our expected risk. Operating income, adjusted net income and net income decreased due primarily to increases in insurance costs as a result of an increase in medical cost trend and health plan participation or enrollment, and increased operating expenses as a result of our growth initiatives and initiatives to improve client service, partially offset by a 10% increase in total revenues.

Average WSEs (defined as average monthly WSEs paid during the period) for the second quarter of 2019 increased 2% compared to the same period in 2018 driven by lower client attrition in our Main Street vertical, improved new sales and increased WSE hiring by our clients.

Our pricing strategy and change in mix of WSEs over the last year contributed to our growth of both PSR and ISR.

We continue to enhance our investment strategy to invest available liquid funds to improve our net income and to fund our corporate initiatives.

YTD 2019



	$1.9B			$137M			$482M
	Total revenues			Operating income			Net Service Revenue *
	9	%	increase	(7	)%	decrease	9	%	increase

	$109M			$1.53			$120M
	Net income			Diluted EPS			Adjusted Net income *
	(3	)%	decrease	(1	)%	decrease	(2	)%	decrease

*	Non-GAAP measure as defined in the section below.



315,817			$20.7B
Average WSEs			Payroll and payroll tax payments
1	%	increase	11	%	increase



MANAGEMENT'S DISCUSSION AND ANALYSIS

Key Financial and Operating Metrics

The following key financial and operating metrics should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.



	Three Months Ended June 30,							Six Months Ended June 30,
(in millions, except per share and WSE data)	2019		2018		% Change			2019		2018		% Change
Income Statement Data:
Total revenues	$	935	$	850	10		%	$	1,869	$	1,711	9		%
Operating income	55		76		(28	)		137		147		(7	)
Net income	46		58		(22	)		109		112		(3	)
Diluted net income per share of common stock	0.64		0.80		(20	)		1.53		1.55		(1	)
Non-GAAP measures⁽¹⁾:
Net Service Revenues	231		220		5			482		440		9
Net Insurance Service Revenues	104		105		(2	)		219		196		11
Adjusted EBITDA	85		99		(16	)		193		190		1
Adjusted Net Income	50		63		(21	)		120		121		(2	)
Operating Metrics:
Total WSEs payroll and payroll taxes processed	$	9,110	$	8,371	9		%	$	20,732	$	18,690	11		%
Average WSEs	318,874		313,845		2			315,817		314,203		1
Total WSEs at period end	323,957		318,921		2			323,957		318,921		2

(1) Refer to Non-GAAP Financial Measures section below for definitions and reconciliations from GAAP measures.



(in millions)	June 30, 2019		December 31, 2018		% Change
Balance Sheet Data:
Cash and cash equivalents	$	219	$	228	(4	)	%
Working capital	236		221		7
Total assets	2,318		2,435		(5	)
Long-term debt	402		413		(3	)
Total liabilities	1,879		2,060		(9	)
Total stockholders’ equity	439		375		17



	Six Months Ended June 30,
(in millions)	2019			2018				% Change
Cash Flow Data:
Net cash used in operating activities	$	(162	)	$	(543	)		(70	)	%
Net cash used in investing activities	(25		)	(166		)		(86	)
Net cash used in financing activities	(77		)	(36		)		113
Non-GAAP measure⁽¹⁾:
Corporate operating cash flows	107			108			169	—

(1) Refer to Non-GAAP Financial Measures section below for definitions and reconciliations from GAAP measures.

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 in order to maintain and grow our business.

The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. They are 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.



MANAGEMENT'S DISCUSSION AND ANALYSIS



Non-GAAP Measure	Definition	How We Use The Measure
Net Service Revenues	• Sum of professional service revenues and Net Insurance Service Revenues, or total revenues less insurance costs.	• Provides a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes. • Acts as the basis to allocate resources to different functions and evaluates the effectiveness of our business strategies by each business function. • Provides a measure, among others, used in the determination of incentive compensation for management.
Net Insurance Service Revenues	• Insurance revenues less insurance costs.	• Is a component of Net Service Revenues. • Provides a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes. Promotes an understanding of our insurance services business by evaluating insurance service revenues net of our WSE related costs which are substantially pass-through for the benefit of our WSEs. Under GAAP, insurance service revenues and costs are recorded gross as we have latitude in establishing the price, service and supplier specifications. • We also sometimes refer to Net Insurance Service Margin, which is the ratio of Net Insurance Revenue to Insurance Service Revenue.
Adjusted EBITDA	• Net income, excluding the effects of: - income tax provision, - interest expense, - depreciation, - amortization of intangible assets, and - stock-based compensation expense.	• Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-cash charges such as depreciation and amortization, and stock-based compensation recognized based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative of our ongoing operations. • Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects. • Provides a measure, among others, used in the determination of incentive compensation for management. • We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to Net Service Revenue.
Adjusted Net Income	• Net income, excluding the effects of: - effective income tax rate ⁽¹⁾, - stock-based compensation, - amortization of intangible assets, - non-cash interest expense ⁽²⁾, 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.



MANAGEMENT'S DISCUSSION AND ANALYSIS



Corporate Operating Cash Flows	• Net cash (used in) provided by operating activities, excluding the effects of: - Assets associated with WSEs (accounts receivable, unbilled revenue, prepaid expenses and other current assets) and - Liabilities associated with WSEs (client deposits, accrued wages, payroll tax liabilities and other payroll withholdings, accrued health benefit costs, accrued workers' compensation costs, insurance premiums and other payables, and other current liabilities).	• Provides information that our stockholders and management can use to evaluate our cash flows from operations independent of the current assets and liabilities associated with our WSEs. • Enhances comparisons to prior periods and, accordingly, used as a liquidity measure to manage liquidity between corporate and WSE related activities, and to help determine and plan our cash flow and capital strategies.


(1)	Non-GAAP effective tax rate is 26% for 2019 and 2018, which excludes the income tax impact from stock-based compensation, changes in uncertain tax positions, and nonrecurring benefits or expenses from federal legislative changes.


(2)	Non-cash interest expense represents amortization and write-off of our debt issuance costs.

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of Total revenues to Net Service Revenues:



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2019		2018		2019		2018
Total revenues	$	935	$	850	$	1,869	$	1,711
Less: Insurance costs	704		630		1,387		1,271
Net Service Revenues	$	231	$	220	$	482	$	440

The table below presents a reconciliation of Insurance service revenues to Net Insurance Service Revenues:



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2019			2018			2019			2018
Insurance service revenues	$	808		$	735		$	1,606		$	1,467
Less: Insurance costs	704			630			1,387			1,271
Net Insurance Service Revenues	$	104		$	105		$	219		$	196
Net Insurance Service Revenue Margin	13		%	14		%	14		%	13		%



MANAGEMENT'S DISCUSSION AND ANALYSIS

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



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2019			2018			2019			2018
Net income	$	46		$	58		$	109		$	112
Provision for income taxes	10			14			30			27
Stock-based compensation	11			10			20			19
Interest expense and bank fees	6			7			11			13
Depreciation and amortization of intangible assets	12			10			23			19
Adjusted EBITDA	$	85		$	99		$	193		$	190
Adjusted EBITDA Margin	36		%	45		%	40		%	43		%

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



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2019			2018			2019			2018
Net income	$	46		$	58		$	109		$	112
Effective income tax rate adjustment	(5		)	(6		)	(6		)	(10		)
Stock-based compensation	11			10			20			19
Amortization of intangible assets	2			2			3			3
Non-cash interest expense	—			3			—			4
Income tax impact of pre-tax adjustments	(4		)	(4		)	(6		)	(7		)
Adjusted Net Income	$	50		$	63		$	120		$	121

The table below presents a reconciliation of net cash used in operating activities to corporate operating cash flows:



	Six Months Ended June 30,
(in millions)	2019			2018
Net cash used in operating activities	$	(162	)	$	(543	)
Change in WSE related other current assets	52			(1		)
Change in WSE related liabilities	217			652
Corporate Operating Cash Flows	$	107		$	108



MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

Operating Metrics

Worksite Employees (WSE)

Average WSEs increased 2% in the second quarter of 2019 and increased 1% in the first half of 2019, compared to the same periods in 2018. In the second quarter and first half of 2019, we experienced reduced attrition due to our customer service initiatives, combined with stronger new sales performance in our Nonprofit vertical and continued hiring within our installed base, especially in our Technology vertical.

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 growing our business and retaining clients.

Anticipated revenues for future periods can diverge from the revenue expectation derived from Average WSEs or Total WSEs due to pricing differences across our HR solutions and services and the degree to which clients and WSEs elect to participate in our solutions during future periods. In addition to focusing on growing our Average WSE and Total WSE counts, we also focus on pricing strategies, product participation and product differentiation to expand our revenue opportunities. We report the impact of client and WSE participation differences as a change in mix.

We are focused on growing our WSE base, including pursuing strategic acquisitions where appropriate, while improving our customer experience and continuing to manage attrition. We continued to invest in our efforts to enhance our customers' and WSEs' experiences, through operational and process improvements, and we have started to realize improved retention in some of our verticals.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Total Revenues

Our revenues consist of professional service revenues (PSR) and insurance service revenues (ISR). PSR represents fees charged to clients for processing payroll-related transactions on behalf of our clients, access to our HR expertise, employment and benefit law compliance services, and other HR-related services. ISR consists of insurance-related billings and administrative fees collected from clients and withheld from WSEs for workers' compensation insurance and health benefit insurance plans provided by third-party insurance carriers.

Monthly total revenues per Average WSE is a measure we use to monitor the success of our product and service pricing strategies. This measure increased 8% during the second quarter of 2019 compared to the same period in 2018, and increased 9% in the first half of 2019, compared to the same period in 2018.

We also analyze changes in total revenue with the following measures:


•	Volume - the percentage change in period over period Average WSEs,


•	Rate - the combined percentage change in service fees for each vertical product and change in service fees associated with each insurance service offerings, and


•	Mix - the change in composition of Average WSEs within our verticals combined with the composition of our enrolled WSEs within our insurance service offerings.

The changes in total revenues attributed above to rate and mix during the second quarter and of first half of 2019, when compared to the same periods in 2018, were primarily driven by increases in insurance services fees and health plan enrollment in our insurance service offerings.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Operating Income

Our operating income consists of total revenues less insurance costs and OE. Our insurance costs include insurance premiums for coverage provided by insurance carriers, reimbursement of claims payments made by insurance carriers or third-party administrators, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers. Our OE consists primarily of our corporate employees' compensation related expenses which includes payroll, payroll taxes, SBC, bonuses, commissions and other payroll-and benefits-related costs.

The tables below provide a view of the changes in components of operating income for the second quarter and first half of 2019, as compared to the same periods in 2018, respectively.



(in millions)
$76		Second Quarter 2018 Operating Income
	+85	Higher total revenues primarily as a result of an increase in ISR fees and health plan enrollment.
	-74	Higher insurance costs primarily as a result of an increase in medical cost trend and health plan participation, or enrollment.
	-32	Higher OE primarily as a result of growth in the number of our corporate employees and costs associated with initiatives to improve customer experience and our growth initiatives.
$55		Second Quarter 2019 Operating Income



(in millions)
$147		YTD 2018 Operating Income
	+158	Higher total revenues primarily as a result of an increase in ISR fees and health plan enrollment.
	-116	Higher insurance costs primarily as a result of an increase in medical cost trend and health plan participation, or enrollment.
	-52	Higher OE primarily as a result of growth in the number of our corporate employees and costs associated with initiatives to improve customer experience and our growth initiatives.
$137		YTD 2019 Operating Income



MANAGEMENT'S DISCUSSION AND ANALYSIS

Professional Service Revenues

Our clients are billed either based on a fee per WSE per month per transaction or on a percentage of the WSEs’ payroll. For those clients that are billed on a percentage of WSEs' payroll, as our clients' payrolls increase, our fees also increase. As such, payroll and payroll taxes processed, which includes recurring payrolls and non-recurring bonus payrolls, benefits, and associated payroll taxes may also be an indicator of our PSR growth.

Our vertical approach provides us the flexibility to offer our clients in different industries with varied services at different prices, which we believe potentially reduces the value of using Average WSE and Total WSE counts as indicators of future potential revenue performance.

We also analyze changes in PSR with the following measures:


•	Mix - the change in composition of Average WSEs across our verticals,


•	Rate - the percentage change in fees for each vertical, and


•	Volume - the percentage change in period over period Average WSEs.

The increase in PSR, for the second quarter and first half of 2019 compared to the same periods in 2018, reflects the result of our vertical pricing strategy and ongoing change in the mix of our WSEs. During the second quarter of 2019 and first half of 2019, we continued to experience WSE growth especially in our Professional Services and Technology verticals, while our Main Street vertical continued to shrink, but at a reduced rate when compared to the same periods in 2018.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Insurance Service Revenues

ISR consists of insurance services-related billings and administrative fees collected from clients and withheld from WSE payroll for health benefits and workers' compensation insurance provided by third-party insurance carriers.

We use the following measures to analyze changes in ISR:


•	Volume - the percentage change in period over period Average WSEs,


•	Rate - the percentage change in fees associated with each of our insurance service offerings, and


•	Mix - all other changes including the composition of our enrolled WSEs within our insurance service offerings (health plan enrollment).

The growth in ISR for the second quarter and first half of 2019, as compared to the same periods in 2018, primarily resulted from changes in rate due to higher insurance service fees per plan participant and changes in mix due to higher health plan enrollment.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Insurance Costs

Insurance costs include insurance premiums for coverage provided by insurance carriers, reimbursement of claims payments made by insurance carriers or third-party administrators, and changes in accrued costs related to contractual obligations with our workers' compensation and health benefit carriers.

We use the following measures to analyze changes in insurance costs:


•	Volume - the percentage change in period over period Average WSEs,


•	Rate - the percentage change in cost trend associated with each of our insurance service offerings, and


•	Mix - all other changes including the composition of our enrolled WSEs within our insurance service offerings (health plan enrollment).

The increase in insurance cost rates during the second quarter and first half of 2019, was primarily driven by an increase in medical cost trend, partially offset by lower administrative costs. We continued to experience favorable prior year development on our accrued workers' compensation costs of $11 million for the second quarter and $16 million for the first half of 2019, primarily due to lower than expected claim severity. The 4% increase in insurance costs attributed to the change in mix during the second quarter and first half of 2019 is consistent with the change in ISR mix which was a result of higher health plan enrollment.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Net Service Revenues

NSR provides us with a comparable basis of revenues on a net basis, acts as the basis to allocate resources to different functions and helps us evaluate the effectiveness of our business strategies by each business function.

NISR margin for the second quarter decreased by 1% due to increased insurance costs and the first half of 2019 remained consistent with the same periods in 2018.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Operating Expenses

OE includes cost of providing services (COPS), sales and marketing (S&M), general and administrative (G&A), systems development and programming (SD&P), and depreciation and amortization expenses (D&A).

We manage our operating expenses and allocate resources across different business functions based on percentage of NSR which has increased to 76% in the second quarter of 2019 from 65% in the same period in 2018 and increased to 72% in the first half of 2019 from 67% in the same period of 2018.

We had approximately 3,100 corporate employees as of June 30, 2019 in 56 offices across the U.S. Our corporate employees' compensation-related expenses represent a majority of our OE. Compensation costs for our corporate employees include payroll, payroll taxes, SBC, bonuses, commissions and other payroll- and benefits-related costs. Compensation expense for internal employees was and is primarily driven by our continued efforts to improve our customer experience. Compensation-related expense represented 59% and 59% of our OE in the second quarters of 2019 and 2018, and 59% and 60% in the first halves of 2019 and 2018, respectively.

We expect our OE to increase for the foreseeable future from our continued efforts to improve our customer experience, and our systems and processes. These expenses may fluctuate as a percentage of our total revenues from period-to-period depending on the timing of when expenses are incurred.



MANAGEMENT'S DISCUSSION AND ANALYSIS

We analyze and present our OE based upon the business functions COPS, S&M, G&A and SD&P and depreciation and amortization. The charts below provide a view of the expenses of the business functions. Dollars are presented in millions and percentages represent year-over-year change.

COPS increased in the second quarter and the first half of 2019, when compared to the same periods in 2018, primarily due to increased headcount to support initiatives to improve the customer experience, enhancing our product offerings and process improvement initiatives.

S&M increased in the second quarter and the first half of 2019, when compared to the same periods in 2018, driven by increase in headcount, advertising expenses for our People Matter campaign, and commissions expense related to our growth in new sales.

G&A increased in the second quarter and the first half of 2019, when compared to the same periods in 2018, primarily driven by increased headcount to support operations, partially offset by a decrease in recruiting expenses.

The increase in SD&P and D&A in the second quarter and the first half of 2019, when compared to the same periods in 2018, remained consistent with our investments in technology to support our customer service initiatives.



MANAGEMENT'S DISCUSSION AND ANALYSIS

We break out the change in expenses that make up our OE in the chart below:

Other Income (Expense)

Other income (expense) consists primarily of interest and dividend income from investments and interest expense under our credit facility.

Interest income increased to $7 million in the second quarter of 2019 and $13 million for the first half of 2019 from $3 million and $5 million in the same periods in 2018, respectively, as a result of a change in our investment strategy initiated in the second quarter of 2018 to improve our interest income.

We intend to continue to execute our investment strategy, which we expect will improve our interest income, net income, and our Adjusted EBITDA.

Interest expense, bank fees and other, remained consistent for the second quarter and first half of 2019 and 2018.

Provision for Income Taxes

Our effective income tax rate was 17% and 19% for the second quarter of 2019 and 2018, respectively, and 21% and 19% for the six months ended June 30, 2019 and 2018, respectively. The decrease when comparing the second quarter of 2019 with the same period in 2018 is primarily due to a one-time benefit associated with prior year tax expense. The increase in the year to date rates for 2019 when compared to the same period in 2018, consisted primarily from a decrease in tax benefits recognized from excess tax benefits related to stock-based compensation.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

Liquidity

We believe that we have sufficient liquidity and capital resources to satisfy future requirements and meet our obligations to our clients, creditors and debt holders.

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 as follows:



	June 30, 2019						December 31, 2018
(in millions)	Corporate		WSE		Total		Corporate		WSE		Total
Current assets:
Cash and cash equivalents	$	219	$	—	$	219	$	228	$	—	$	228
Investments	76		—		76		54		—		54
Restricted cash, cash equivalents and investments	14		658		672		15		927		942
Other current assets	50		438		488		36		386		422
Total current assets	$	359	$	1,096	$	1,455	$	333	$	1,313	$	1,646

Total current liabilities	$	123	$	1,096	$	1,219	$	112	$	1,313	$	1,425

Working Capital	$	236	$	—	$	236	$	221	$	—	$	221

Working capital for WSE-related assets and liabilities

We designate funds to ensure that we have adequate current assets to satisfy our current obligations associated with WSEs. We manage our WSE payroll and benefits obligations through collections of payments from our clients which generally occurs two to three days in advance of client payroll dates. We regularly review our short-term obligations associated with our WSEs (such as payroll and related taxes, insurance premium and claim payments) and designate funds required to fulfill these short-term obligations, which we refer to as PFC. PFC is included in current assets as restricted cash, cash equivalents and investments.

We manage our sponsored benefit and workers' compensation insurance obligations by maintaining collateral funds in restricted cash, cash equivalents and investments. These collateral amounts are generally determined at the beginning of each plan year and we may be required by our insurance carriers to adjust our collateral balances when facts and circumstances change. We regularly review our collateral balances with our insurance carriers and anticipate funding further collateral in the future based upon our capital requirements. We classify our restricted cash, cash equivalents and investments as current and noncurrent assets to match against the anticipated timing of claims payments.

Working capital for corporate purposes

We use our available cash and cash equivalents to satisfy our operational and regulatory requirements and to fund capital expenditures. We believe that our existing corporate cash and cash equivalents and positive working capital will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Corporate working capital as of June 30, 2019 increased compared to December 31, 2018.

Capital Resources

Sources of Funds

We believe that we can meet our present and reasonably foreseeable operating cash needs and future commitments through existing liquid assets, continuing cash flows from corporate operating activities, our borrowing capacity under our revolving credit facility and the potential issuance of debt or equity securities.



MANAGEMENT'S DISCUSSION AND ANALYSIS

We also have available a $250 million revolving credit facility. The total unused portion of the revolving credit facility was $234 million as of June 30, 2019.

Cash Flows

The following table presents our cash flow activities for the stated periods:



	Six Months Ended June 30,
(in millions)	2019									2018
	Corporate			WSE			Total			Corporate			WSE			Total
Net cash provided by (used in):
Operating activities	$	107		$	(269	)	$	(162	)	$	108		$	(651	)	$	(543	)
Investing activities	(27		)	2			(25		)	(166		)	—			(166		)
Financing activities	(77		)	—			(77		)	(36		)	—			(36		)
Net increase (decrease) in cash and cash equivalents, unrestricted and restricted	$	3		$	(267	)	$	(264	)	$	(94	)	$	(651	)	$	(745	)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	425			924			1,349			476			1,262			1,738
End of period	$	428		$	657		$	1,085		$	382		$	611		$	993

Net increase (decrease) in cash and cash equivalents:
Unrestricted	$	(9	)	$	—		$	(9	)	$	(134	)	$	—		$	(134	)
Restricted	12			(267		)	(255		)	40			(651		)	(611		)

Operating Activities

Components of net cash used in operating activities are as follows:



	Six Months Ended June 30,
(in millions)	2019									2018
	Corporate			WSE			Total			Corporate			WSE			Total
Net income	$	109		$	—		$	109		$	112		$	—		$	112
Depreciation and amortization	27			—			27			24			—			24
Noncash lease expense	10			—			10			—			—			—
Stock-based compensation expense	20			—			20			19			—			19
Interest paid	(9		)	—			(9		)	(8		)	—			(8		)
Income tax payments, net	(33		)	—			(33		)	(24		)	—			(24		)
Changes in other operating assets	(29		)	(52		)	(81		)	(13		)	1			(12		)
Changes in other operating liabilities	12			(217		)	(205		)	(2		)	(652		)	(654		)
Net cash provided by (used in) operating activities	$	107		$	(269	)	$	(162	)	$	108		$	(651	)	$	(543	)

Year-over-year fluctuation in net cash used in operating activities for WSE purposes was primarily driven by timing of client payments, payments of payroll and payroll taxes, and collateral funding and insurance claim activities. We expect the changes in restricted cash and cash equivalents to correspond to WSE cash provided by (or used in) operations as we manage our obligations associated with WSEs through restricted cash.

Our corporate operating cash flows remained flat when comparing the first half of 2019 to the same period in 2018.



MANAGEMENT'S DISCUSSION AND ANALYSIS

Investing Activities

Net cash used in investing activities in the first half of 2019 decreased, when compared to the same period of 2018, due to the decrease in purchases of investments.



	Six Months Ended June 30,
(in millions)	2019			2018
Investments:
Purchases of investments	65			203
Proceeds from sale and maturity of investments	(65		)	(63		)
Cash used in investments	$	—		$	140

Capital expenditures:
Software and hardware	$	18		$	13
Office furniture, equipment and leasehold improvements	7			13
Cash used in capital expenditures	$	25		$	26

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 balance sheets as investments. As of June 30, 2019, we had approximately $193 million in corporate investments.

We also invest funds held as collateral to satisfy our long-term obligation towards workers' compensation liabilities in U.S. long-term treasuries. These investments are classified on our condensed balance sheets as restricted cash, cash equivalents and investments. We review the amount and the anticipated holding period of these investments regularly in conjunction with our estimated long-term workers' compensation liabilities and anticipated claims payment trend.

As of June 30, 2019, we held approximately $1.3 billion in cash, cash equivalents and investments of which $0.9 billion was restricted. Refer to Note 2 in this Form 10-Q for a summary of these funds.

Capital Expenditures

During the first half of 2019 and 2018, we continued to make investments in software and hardware, enhanced our existing products and technology platform. We also incurred expenses related to the build out of our corporate headquarters and our technology and client service centers. We expect capital investments in our software and hardware to continue in the future.

Financing Activities

Net cash used in financing activities in the first half of 2019 and 2018 consisted of our debt and equity-related activities.



	Six Months Ended June 30,
(in millions)	2019		2018
Financing activities
Repurchase of common stock, net of issuance	$	66	$	32
Repayment of borrowings	11		4
Cash used in financing activities	$	77	$	36



MANAGEMENT'S DISCUSSION AND ANALYSIS

In February 2019, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program initiated in May 2014, primarily to return value to our stockholders and to offset dilution from the issuance of stock under our equity-based incentive plan and employee stock purchase plan. During the first half of 2019, we repurchased 1,175,609 shares of our common stock for approximately $62 million through our stock repurchase program. As of June 30, 2019, approximately $313 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 share repurchase program.

Covenants

We were in compliance with the financial covenants under our credit facilities at June 30, 2019. For information on the covenants under our 2018 credit facility, refer to Note 7 in Part II, Item 8. Financial Statements and Supplementary Data, of our Form 10-K.

Off-Balance Sheet Arrangements

There have been no additional material changes in our off-balance sheet arrangements discussed in Part II, Item 7. Management's Discussion and Analysis of our 2018 Form 10-K.

Critical Accounting Policies, Estimates and Judgments

During the first quarter of 2019, we adopted ASC Topic 842. Refer to Note 1 in Item 1 of this Form 10-Q for disclosure of the changes related to this adoption. There have been no additional material changes to our critical accounting policies as discussed in our 2018 Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1 in Item 1 of this Form 10-Q.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK AND CONTROLS AND PROCEDURES

Quantitative and Qualitative Disclosures About Market Risk

Our exposure to changes in interest rates relates primarily to our investment portfolio and outstanding floating rate debt. Changes in U.S. interest rates affect the interest earned on the Company’s cash, cash equivalents and investments and the fair value of the investments, as well as interest costs associated with our debt.

On June 2019, we entered into an interest rate collar derivative transaction with no upfront premium. We use this derivative to hedge against interest rate risk on a portion of our outstanding floating rate debt. We have designated this derivative as a cash flow hedge. Our primary objective in purchasing and holding this derivative is to reduce our volatility of net earnings and cash flows associated with changes in the benchmark interest rate in our interest rate payments. We do not enter into any derivatives for trading or other speculative purposes.

We performed a sensitivity analysis to determine the impact a change in interest rates would have on the cash flows of the collar assuming a 100 basis point parallel shift in the current LIBOR rate. Based on the terms and remaining settlements as of June 30, 2019, a hypothetical 100 basis point decrease in one-month LIBOR across all maturities would not result in any cash payments by the Company while a hypothetical 100 basis point increase in one-month LIBOR across all maturities would result in cash receipts of $6 million.

Our cash equivalents consist primarily of money market mutual funds, which are not significantly exposed to interest rate risk. Our AFS marketable securities are subject to interest rate risk because these securities generally include a fixed interest rate. As a result, the market 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, as our investment policy defines minimum credit quality, liquidity, diversification and other requirements for eligible investments. Our AFS marketable securities consist of highly liquid, investment-grade securities. The risk of rate changes on investment balances was not significant at June 30, 2019.

At June 30, 2019, we had total outstanding long-term debt of $402 million. A 100 basis point increase or decrease in market interest rates would cause interest expense on our debt as of June 30, 2019 to increase by $8 million or decrease by $15 million on an annualized basis, respectively.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have, with the participation of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2019, 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 June 30, 2019, 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 June 30, 2019, 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.



FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)



	June 30,			December 31,
(in millions, except share and per share data)	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	219		$	228
Investments	76			54
Restricted cash, cash equivalents and investments	672			942
Accounts receivable, net	10			11
Unbilled revenue, net	341			304
Prepaid expenses, net	64			48
Other current assets	73			59
Total current assets	1,455			1,646
Restricted cash, cash equivalents and investments, noncurrent	200			187
Investments, noncurrent	117			135
Property & equipment, net	89			79
Operating lease right-of-use asset	60			—
Goodwill	289			289
Other intangible assets, net	18			21
Other assets	90			78
Total assets	$	2,318		$	2,435
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other current liabilities	$	40		$	45
Long-term debt	22			22
Client deposits	67			56
Accrued wages	377			352
Accrued health insurance costs, net	143			135
Accrued workers' compensation costs, net	64			67
Payroll tax liabilities and other payroll withholdings	473			729
Operating lease liabilities	17			—
Insurance premiums and other payables	16			19
Total current liabilities	1,219			1,425
Long-term debt, noncurrent	380			391
Accrued workers' compensation costs, noncurrent, net	148			158
Deferred taxes	67			68
Operating lease liabilities, noncurrent	55			—
Other non-current liabilities	10			18
Total liabilities	1,879			2,060
Commitments and contingencies (see Note 6)
Stockholders' equity:
Preferred stock	—			—
($0.000025 par value per share; 20,000,000 shares authorized; no shares issued or outstanding at June 30, 2019 and December 31, 2018)
Common stock and additional paid-in capital	667			641
($0.000025 par value per share; 750,000,000 shares authorized; 69,991,145 and 70,596,559 shares issued and outstanding at June 30, 2019 and December 31, 2018)
Accumulated deficit	(229		)	(266		)
Accumulated other comprehensive income	1			—
Total stockholders' equity	439			375
Total liabilities & stockholders' equity	$	2,318		$	2,435

See accompanying notes.



FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions, except share and per share data)	2019			2018			2019			2018
Professional service revenues	$	127		$	115		$	263		$	244
Insurance service revenues	808			735			1,606			1,467
Total revenues	935			850			1,869			1,711
Insurance costs	704			630			1,387			1,271
Cost of providing services	63			51			127			108
Sales and marketing	52			41			98			80
General and administrative	36			31			72			62
Systems development and programming	13			11			25			24
Depreciation and amortization of intangible assets	12			10			23			19
Total costs and operating expenses	880			774			1,732			1,564
Operating income	55			76			137			147
Other income (expense):
Interest expense, bank fees and other	(6		)	(7		)	(11		)	(13		)
Interest income	7			3			13			5
Income before provision for income taxes	56			72			139			139
Income tax expense	10			14			30			27
Net income	$	46		$	58		$	109		$	112
Other comprehensive income, net of tax	1			1			1			—
Comprehensive income	$	47		$	59		$	110		$	112

Net income per share:
Basic	$	0.65		$	0.82		$	1.56		$	1.59
Diluted	$	0.64		$	0.80		$	1.53		$	1.55
Weighted average shares:
Basic	69,703,792			70,448,809			69,806,319			70,250,273
Diluted	71,074,751			72,561,891			71,151,219			72,404,539

See accompanying notes.



FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Total Stockholders' Equity, beginning balance	$	406		$	262		$	375		$	206
Common Stock and Additional Paid-In Capital
Beginning balance	651			595			641			583
Issuance of common stock from exercise of stock options	1			3			2			6
Issuance of common stock for employee stock purchase plan	4			3			4			3
Stock-based compensation expense	11			10			20			19
Ending balance	667			611			667			611

Accumulated Deficit
Beginning balance	(245		)	(332		)	(266		)	(377		)
Net income	46			58			109			112
Cumulative effect of accounting change	—			—			—			3
Repurchase of common stock	(24		)	(22		)	(62		)	(30		)
Awards effectively repurchased for required employee withholding taxes	(6		)	(6		)	(10		)	(10		)
Ending balance	(229		)	(302		)	(229		)	(302		)

Accumulated Other Comprehensive Loss
Beginning balance	—			(1		)	—			—
Other comprehensive income	1			1			1			—
Ending balance	1			—			1			—
Total Stockholders' Equity, ending balance	$	439		$	309		$	439		$	309

See accompanying notes.



FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended June 30,
(in millions)	2019		2018
Operating activities
Net income	109		112
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27		24
Noncash lease expense	10		—
Stock-based compensation	20		19
Changes in operating assets and liabilities:
Accounts receivable	3		11
Unbilled revenue	(36	)	35
Prepaid expenses	(18	)	(9	)
Other assets	(30	)	(45	)
Accounts payable and other current liabilities	(11	)	(28	)
Client deposits	10		(24	)
Accrued wages	25		(28	)
Accrued health insurance costs	9		(13	)
Accrued workers' compensation costs	(13	)	(8	)
Payroll taxes payable and other payroll withholdings	(256	)	(588	)
Operating lease liabilities	(9	)	—
Other liabilities	(2	)	(1	)
Net cash used in operating activities	(162	)	(543	)
Investing activities
Purchases of marketable securities	(65	)	(203	)
Proceeds from sale and maturity of marketable securities	65		63
Acquisitions of property and equipment	(25	)	(26	)
Net cash used in investing activities	(25	)	(166	)
Financing activities
Repurchase of common stock	(62	)	(30	)
Proceeds from issuance of common stock from employee stock purchase plan	4		3
Proceeds from issuance of common stock from exercised options	2		5
Awards effectively repurchased for required employee withholding taxes	(10	)	(10	)
Proceeds from issuance of notes payable, net	—		210
Payments for extinguishment of debt	—		(204	)
Repayment of debt	(11	)	(10	)
Net cash used in financing activities	(77	)	(36	)
Net decrease in unrestricted and restricted cash and cash equivalents	(264	)	(745	)
Cash and cash equivalents, unrestricted and restricted:
Beginning of period	1,349		1,738
End of period	1,085		993

Supplemental disclosures of cash flow information
Interest paid	9		8
Income taxes paid, net	33		24
Supplemental schedule of noncash investing and financing activities
Payable for purchase of property and equipment	8		2

See accompanying notes.



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), a professional employer organization, provides comprehensive human resources solutions for small to midsize businesses under a co-employment model. These HR solutions include multi-state payroll processing and tax administration, employee benefits programs, including health insurance and retirement plans, workers' compensation insurance and claims management, employment and benefit law compliance, and other HR-related services. Through the co-employment relationship, we are the employer of record for certain employment-related administrative and regulatory purposes for the worksite employees, including:


•	compensation through wages and salaries,


•	employer payroll-related tax payments,


•	employee payroll-related tax withholdings and payments,


•	employee benefit programs, including health and life insurance, and others, and


•	workers' compensation coverage.

Our clients are responsible for the day-to-day job responsibilities of the WSEs.

We operate in one reportable segment. All of our service revenues are generated from external clients. Less than 1% of our revenue is generated outside of the U.S.

Basis of Presentation

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. 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 and six months ended June 30, 2019 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, 2018 (2018 Form 10-K).



FINANCIAL STATEMENTS

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation. Effects on the cash flow statement due to reclassifications are summarized below:



	Six Months Ended June 30, 2018
(in millions)	As previously reported			Reclassified amounts			As revised
Operating activities
Accounts receivable	$	—		$	11		$	11
Unbilled revenue	—			35			35
Prepaid income taxes	2			(2		)	—
Prepaid expenses and other current assets	(23		)	23			—
Prepaid expenses	—			(9		)	(9		)
Workers' compensation collateral receivable	(6		)	6			—
Accounts payable and other current liabilities	(14		)	(14		)	(28		)
Client deposits	—			(24		)	(24		)
Accrued wages	—			(28		)	(28		)
Accrued corporate wages	(5		)	5			—
Accrued health insurance costs	—			(13		)	(13		)
Accrued workers' compensation costs	—			(8		)	(8		)
Workers' compensation loss reserves and other non-current liabilities	(4		)	4			—
Payroll taxes payable and other payroll withholdings	—			(588		)	(588		)
Worksite employee related assets	4			(4		)	—
Worksite employee related liabilities	(652		)	652			—
Other assets	—			(45		)	(45		)
Other liabilities	—			(1		)	(1		)

Effects on the consolidated statements of income and comprehensive income due to reclassifications are summarized below:



	Three Months Ended									Six months ended
	June 30, 2018									June 30, 2018
(in millions)	As previously reported			Reclassified amounts			As revised			As previously reported			Reclassified amounts			As revised
Depreciation	$	8		$	(8	)	$	—		$	16		$	(16	)	$	—
Amortization of intangible assets	2			(2		)	—			3			(3		)	—
Depreciation and amortization of intangible assets	—			10			10			—			19			19
Interest expense, bank fees and other, net	(4		)	4			—			(8		)	8			—
Interest expense, bank fees and other	—			(7		)	(7		)	—			(13		)	(13		)
Interest income	—			3			3			—			5			5
Other comprehensive income, net of tax	—			1			1			—			—			—
Comprehensive income	58			1			59			112			—			112



FINANCIAL STATEMENTS

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts and related disclosures. Significant estimates include:


•	liability for unpaid losses and loss adjustment expenses (accrued workers' compensation costs) related to workers' compensation and workers' compensation collateral receivable,


•	accrued health insurance costs,


•	liability for insurance premiums payable,


•	valuation of the investment portfolio,


•	impairments of goodwill and other intangible assets,


•	income tax assets and liabilities, and


•	liability for legal contingencies.

These estimates are based on historical experience and on various other assumptions that we believe to be reasonable from the facts available to us. Some of the assumptions are highly uncertain at the time of estimation. To the extent actual experience differs from the assumptions used, our consolidated financial statements could be materially affected.

Accrued Health Insurance Costs

We sponsor and administer a number of fully insured, risk-based employee benefit plans, including group health, dental, and vision as an employer plan sponsor under section 3(5) of the ERISA. In the six months ended June 30, 2019, the majority of our group health insurance costs related to risk-based plans. Our remaining group health insurance costs were for guaranteed-cost policies.

Accrued health insurance costs are established to provide for the estimated unpaid costs of reimbursing the carriers for paying claims within the deductible layer in accordance with risk-based health insurance policies. These accrued costs include estimates for reported losses, plus estimates for claims incurred but not paid. We assess accrued health insurance costs regularly based upon independent actuarial studies that include other relevant factors such as current and historical claims payment patterns, plan enrollment and medical trend rates.

In certain carrier contracts we are required to prepay the expected claims activity for subsequent periods. These prepaid balances by agreement permit net settlement of obligations and offset the accrued health insurance costs. As of June 30, 2019 and December 31, 2018, prepayments included in accrued health insurance costs were $39 million and $33 million, respectively. When the prepaid is in excess of our recorded liability, the net asset position is included in prepaid expenses. As of June 30, 2019 and December 31, 2018, accrued health insurance costs included in prepaid expenses were $51 million and $50 million, respectively.

Derivative Instruments

In June 2019, we entered into a interest rate collar derivative transaction with no upfront premium to mitigate the risk of changes in interest rates on our floating rate debt. This derivative, for which we have elected and qualify for cash flow hedge accounting, is recorded on the balance sheet at its fair value. Changes in the derivative’s fair value are recorded each period in other comprehensive income until the underlying monthly interest payment and the corresponding portion of the derivative are settled, at which point changes in fair value are recorded in net income. We evaluate this derivative each quarter to determine that it remains effective by comparing the remaining cash flows of the derivative against the related interest payments of our floating rate debt. We do not enter into any derivatives for trading or other speculative purposes.

Leases

We adopted ASU 2016-02 - Leases (ASC 842) effective January 1, 2019 using the optional transition method, under which we recognized the cumulative effects of initially applying the standard as an adjustment to the opening balance of retained earnings on January 1, 2019 with unchanged comparative periods. As part of this adoption, we elected the following practical expedients:


•	not to reassess 1) whether any contracts that existed prior to adoption have or contain leases, 2) the classification of our existing leases or 3) initial direct costs for existing leases,



FINANCIAL STATEMENTS


•	to use the practical expedient of using hindsight to determine the lease terms and evaluate any impairments in right-of-use assets upon transition, and


•	not separately record non-lease and lease components for all leases in which we act as a lessee.

We determine if a new contractual arrangement is a lease at contract inception. If a contract contains a lease, we evaluate whether it should be classified as an operating or a finance lease. If applicable as a lease, we record our lease liabilities and ROU assets based on the future minimum lease payments over the lease term and only include options to renew a lease in the minimum lease payments if it is reasonably certain that we will exercise that option. For certain leases with original terms of twelve months or less we recognize the lease expense as incurred and we do not recognize lease liabilities and ROU assets.

We measure our lease liabilities based on the future minimum lease payments discounted over the lease term. We determine our discount rate at lease inception using our incremental borrowing rate, which is based on our outstanding term debts that are collateralized by certain corporate assets. As of June 30, 2019, the weighted-average rate used in discounting the lease liability was 4.6%.

We measure our ROU assets based on the associated lease liabilities adjusted for any lease incentives such as tenant improvement allowances and classify operating ROU assets in other assets in our condensed consolidated balance sheet. For operating leases, we recognize expense for lease payments on a straight-line basis over the lease term.

Recent Accounting Pronouncements

Recently adopted accounting guidance

Leases - In February of 2016, the FASB issued ASC 842, which replaced existing lease guidance under GAAP. Under this guidance, we recognize on our condensed balance sheet lease liabilities representing the present value of future lease payments and an associated right-of-use asset representing our right to use or control the use of specified assets for the lease term for any operating lease with a term greater than one year.

The impact of our adoption of ASC 842 did not have a material impact on our income statement or cash flow statement. The impact on our condensed balance sheets is as follows:



	June 30, 2019
(in millions)	As reported			Balance Using Previous Standard		Increase (Decrease)
Balance sheet
Assets
Operating lease right-of-use assets	$	60		$	—	$	60
Liabilities
Operating lease liabilities	17			—		17
Operating lease liabilities, noncurrent	55			11		44
Equity
Accumulated deficit	(229		)	—		(229		)

Recently issued accounting pronouncements

Credit Losses - In June 2016, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326), which requires financial assets to be presented at the net amount expected to be collected. We will be required to use forward-looking information when evaluating an allowance for our accounts receivable, unbilled revenue and other financial assets measured at amortized cost. Topic 326 also modifies the impairment guidance for available-for-sale debt securities to require an allowance for credit losses. We will adopt Topic 326 effective January 1, 2020 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings. We are currently evaluating the impact of this standard on our consolidated financial statements, including accounting policies, processes and systems.



FINANCIAL STATEMENTS

NOTE 2. CASH, CASH EQUIVALENTS AND INVESTMENTS

Under the terms of the agreements with certain of our workers' compensation and health benefit insurance carriers, we are required to maintain collateral in trust accounts for the benefit of specified insurance carriers and to reimburse the carriers’ claim payments within our deductible layer. We invest a portion of the collateral amounts in marketable securities. We report the current and noncurrent portions of these trust accounts as restricted cash, cash equivalents and investments on the consolidated balance sheets.

We require our clients to prefund their payroll and related taxes and other withholding liabilities before payroll is processed or due for payment. This prefund is included in restricted cash, cash equivalents and investments as payroll funds collected, which is designated to pay pending payrolls, payroll tax liabilities and other payroll withholdings.

We also invest available corporate funds, primarily in fixed income securities which meet the requirements of our corporate investment policy and are classified as available for sale (AFS).

Our total cash, cash equivalents and investments are summarized below:



	June 30, 2019						December 31, 2018
(in millions)	Cash and cash equivalents		Available-for-sale marketable securities		Total		Cash and cash equivalents		Available-for-sale marketable securities		Certificate of deposits		Total
Cash and cash equivalents	$	219	$	—	$	219	$	228	$	—	$	—	$	228
Investments	—		76		76		—		54		—		54
Restricted cash, cash equivalents and investments
Insurance carriers' security deposits	14		—		14		15		—		—		15
Payroll funds collected	519		—		519		783		—		—		783
Collateral for health benefits claims	75		—		75		75		—		—		75
Collateral for workers' compensation claims	63		1		64		66		1		—		67
Collateral to secure standby letter of credit	—		—		—		—		—		2		2
Total restricted cash, cash equivalents and investments	671		1		672		939		1		2		942
Investments, noncurrent	—		117		117		—		135		—		135
Restricted cash, cash equivalents and investments, noncurrent
Collateral for workers' compensation claims	195		5		200		182		5		—		187
Total	$	1,085	$	199	$	1,284	$	1,349	$	195	$	2	$	1,546

NOTE 3. INVESTMENTS

All of our investment securities that have a contractual maturity date greater than three months are classified as AFS. The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of our investments as of June 30, 2019 and December 31, 2018 are presented below.



	June 30, 2019								December 31, 2018
(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset-backed securities	$	35	$	—	$	—	$	35	$	33	$	—	$	—	$	33
Corporate bonds	94		1		—		95		99		—		—		99
U.S. government agencies and government- sponsored agencies	5		—		—		5		7		—		—		7
U.S. treasuries	58		1		—		59		46		—		—		46
Exchange traded fund	1		—		—		1		1		—		—		1
Other debt securities	4		—		—		4		9		—		—		9
Total	$	197	$	2	$	—	$	199	$	195	$	—	$	—	$	195



FINANCIAL STATEMENTS

Gross unrealized losses as of June 30, 2019 and December 31, 2018 were not material.

Unrealized losses on fixed income securities are principally caused by changes in interest rates and the financial condition of the issuer. In analyzing an issuer's financial condition, we consider whether the securities are issued by the federal government or its agencies, whether downgrades by credit rating agencies have occurred, and industry analysts' reports. As we have the ability to hold these investments until maturity, or for the foreseeable future, no decline was deemed to be other-than-temporary. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

The fair value of debt investments by contractual maturity are shown below:



(in millions)	June 30, 2019
One year or less	$	81
Over one year through five years	103
Over five years through ten years	7
Over ten years	7
Total fair value	$	198

The gross proceeds from sales and maturities of AFS securities for the three and six months ended June 30, 2019 and June 30, 2018 are presented below. We had immaterial realized gains and losses from sales of investments for the three and six months ended June 30, 2019 and June 30, 2018.



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2019		2018		2019		2018
Gross proceeds from sales	$	14	$	—	$	28	$	39
Gross proceeds from maturities	19		10		36		24



FINANCIAL STATEMENTS

NOTE 4. LEASES

Our leasing activities predominantly consist of leasing office space that we occupy, which we have classified as operating leases. Our leases are comprised of fixed payments with remaining lease terms of 1 to 9.3 years, some of which include options to extend for up to 15 years. As of June 30, 2019, we have not included any options to extend or cancel in the calculation of our lease liability or ROU asset. We do not have any significant residual value guarantees or restrictive covenants in our leases.

During the second quarter of 2019, we recognized operating lease expense of $5 million and we recognized $10 million during the first half of 2019.

During the second quarter of 2019, we paid $4 million to reduce operating lease liabilities and $8 million during the first half of 2019. During the second quarter of 2019, we recognized $5 million in new operating lease liabilities in exchange for ROU assets and we recognized $17 million during the first half of 2019.

As of June 30, 2019, the weighted average remaining lease term on our operating leases was 6.2 years. Future minimum lease payments as of June 30, 2019 and December 31, 2018 were as follows:



(in millions)	June 30, 2019⁽²⁾			December 31, 2018 ⁽³⁾
2019⁽¹⁾	$	10		$	18
2020	18			17
2021	11			11
2022	10			9
2023	9			8
2024	6			5
2025 and thereafter	19			20
Total future minimum lease payments	$	83		$	88
Less: imputed interest	(11		)	N/A⁽⁴⁾
Total operating lease liabilities	72			N/A⁽⁴⁾
Current portion	17			N/A⁽⁴⁾
Non-current portion	55			N/A⁽⁴⁾

(1) The remaining payments as of June 30, 2019 exclude those made during the six months ended June 30, 2019.


(2)	Presented in accordance with ASC 842, which excludes base payments of $4 million for leases that do not yet have a commencement date.

(3) Presented in accordance with ASC 840.

(4) N/A - Not Applicable under ASC 840.

As of June 30, 2019, we have entered into two leases that have not commenced for terms up to 5 years. Those leases will require minimum lease payments over their terms of $4 million.



FINANCIAL STATEMENTS

NOTE 5. ACCRUED WORKERS' COMPENSATION COSTS

The following table summarizes the accrued workers’ compensation cost activity for the three and six months ended June 30, 2019 and 2018:



	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2019			2018			2019			2018
Total accrued costs, beginning of period	$	236		$	250		$	238		$	255
Incurred
Current year	16			19			35			39
Prior years	(11		)	(6		)	(16		)	(13		)
Total incurred	5			13			19			26
Paid
Current year	(2		)	(2		)	(3		)	(2		)
Prior years	(15		)	(17		)	(30		)	(35		)
Total paid	(17		)	(19		)	(33		)	(37		)
Total accrued costs, end of period	$	224		$	244		$	224		$	244

The following summarizes workers' compensation liabilities on the condensed consolidated balance sheets:



(in millions)	June 30, 2019			December 31, 2018
Total accrued costs, end of period	$	224		$	238
Collateral paid to carriers and offset against accrued costs	(12		)	(13		)
Total accrued costs, net of carrier collateral offset	$	212		$	225

Payable in less than 1 year (net of collateral paid to carriers of $3 at June 30, 2019 and December 31, 2018)	$	64		$	67
Payable in more than 1 year (net of collateral paid to carriers of $9 and $10 at June 30, 2019 and December 31, 2018, respectively)	148			158
Total accrued costs, net of carrier collateral offset	$	212		$	225

Incurred claims related to prior years represent changes in estimates for ultimate losses on workers' compensation claims. For the three and six months ended June 30, 2019, the change was primarily due to a decrease in estimate of ultimate losses related to older plan years and the recognition of current year development of ultimate losses.

As of June 30, 2019 and December 31, 2018, we had $55 million and $57 million, respectively, of collateral held by insurance carriers of which $12 million and $13 million, respectively, was offset against accrued workers' compensation costs as the agreements permit and are net settled against collateral held.



FINANCIAL STATEMENTS

NOTE 6. COMMITMENTS AND CONTINGENCIES

Contingencies

In August 2015, Howard Welgus, a purported stockholder, filed a putative securities class action lawsuit, Welgus v. TriNet Group, Inc., et. al., under the Securities Exchange Act of 1934 in the U.S. District Court for the Northern District of California. On December 18, 2017, the district court granted TriNet’s motion to dismiss the complaint, which had been amended in April 2016 and again in March 2017, in its entirety, without leave to amend. Plaintiff filed a notice of appeal of the district court’s order on January 17, 2018 and oral arguments were held before the Ninth Circuit Court of Appeals on March 14, 2019. On March 26, 2019, the Ninth Circuit Court of Appeals affirmed the district court’s dismissal of the amended complaint in its entirety. The deadline for Plaintiff-Appellant to petition the U.S. Supreme Court to review the decision by the Court of Appeals expired on June 24, 2019 and the litigation is therefore terminated.

We are and, from time to time, have been and may in the future become involved in various litigation matters, legal proceedings, and claims arising in the ordinary course of our business, including disputes with our clients or various class action, collective action, representative action, and other proceedings arising from the nature of our co-employment relationship with our clients and WSEs in which we are named as a defendant. In addition, due to the nature of our co-employment relationship with our clients and WSEs, we could be subject to liability for federal and state law violations, even if we do not participate in such violations. While our agreements with our clients contain indemnification provisions related to the conduct of our clients, we may not be able to avail ourselves of such provisions in every instance. We have accrued our current best estimates of probable losses with respect to these matters, which are individually and in aggregate immaterial to our consolidated financial statements.

While the outcome of the matters described above cannot be predicted with certainty, management currently does not believe that any such claims or proceedings will have a materially adverse effect on our consolidated financial position, results of operations, or cash flows. However, the unfavorable resolution of any particular matter or our reassessment of our exposure for any of the above matters based on additional information obtained in the future could have a material impact on our consolidated financial position, results of operations, or cash flows.

NOTE 7. STOCKHOLDERS’ EQUITY

Common Stock

The following table presents a rollforward of our common stock for the three and six months ended June 30, 2019 and 2018:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Shares issued and outstanding, beginning balance	70,079,747		70,363,251		70,596,559		69,818,392
Issuance of common stock from vested restricted stock units	213,991		389,875		500,710		1,000,141
Issuance of common stock from exercise of stock options	58,491		263,464		139,773		469,894
Issuance of common stock for employee stock purchase plan	112,623		84,525		112,623		84,525
Repurchase of common stock	(392,700	)	(434,766	)	(1,175,609	)	(594,799	)
Awards effectively repurchased for required employee withholding taxes	(81,007	)	(92,462	)	(182,911	)	(204,266	)
Shares issued and outstanding, ending balance	69,991,145		70,573,887		69,991,145		70,573,887

Equity-Based Incentive Plans

Our 2019 Equity Incentive Plan (the 2019 Plan), approved in May 2019, replaced our 2009 Equity Incentive Plan and provides for the grants of options (both non-qualified and incentive stock options), stock appreciation rights, restricted stock, RSUs, performance awards (each as defined in the 2019 Plan) and other cash- and stock-based awards. Shares available for grant as of June 30, 2019 were approximately 2,839,430.



FINANCIAL STATEMENTS

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Time-based RSUs and RSAs generally vest over a four-year term. Performance-based RSUs and RSAs are subject to vesting requirements based on certain financial performance metrics as defined in the grant notice. Actual number of shares earned may range from 0% to 200% of the target award. Awards granted in 2019 and 2018 are based on a single-year performance period subject to subsequent multi-year vesting with 50% of the shares earned vesting in one year after the performance period and the remaining shares in the year after.

The following table summarizes RSU and RSA activity under our equity-based plans for the six months ended June 30, 2019:



	RSUs				RSAs
	Number of Units		Weighted-Average Grant Date Fair Value		Number of Units		Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2018	1,737,554		$	32.83	346,792		$	49.13
Granted	724,172		60.58		—		—
Vested	(511,813	)	30.34		(31,248	)	50.61
Forfeited	(106,737	)	36.52		(11,103	)	49.35
Nonvested at June 30, 2019	1,843,176		$	44.18	304,441		$	49.11

Equity-Based Compensation

Stock-based compensation expense is measured based on the fair value of the stock award on the grant date and recognized over the requisite service period for each separately vesting portion of the stock award. Stock-based compensation expense and other disclosures for stock-based awards made to our employees pursuant to the equity plans was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2019		2018		2019		2018
Cost of providing services	$	2	$	2	$	4	$	4
Sales and marketing	1		2		1		4
General and administrative	7		5		13		9
Systems development and programming costs	1		1		2		2
Total stock-based compensation expense	$	11	$	10	$	20	$	19

Stock Repurchases

In February 2019, our board of directors authorized a $300 million incremental increase to our ongoing stock repurchase program initiated in May 2014. During the six months ended June 30, 2019, we repurchased 1,175,609 shares of common stock for approximately $62 million. As of June 30, 2019, approximately $313 million remained available for further repurchases of our common stock under all authorizations from our board of directors under this program.

NOTE 8. INCOME TAXES

Our effective income tax rate was 17% and 19% for the second quarter of 2019 and 2018, respectively, and 21% and 19% for the six months ended June 30, 2019 and 2018, respectively. The decrease when comparing the second quarter of 2019 with the same period in 2018, is primarily due to a one-time benefit associated with prior year tax expense. The increase in the year to date rates for 2019 when compared to the same period in 2018, consisted primarily from a decrease in tax benefits recognized from excess tax benefits related to stock-based compensation.

During the six months ended June 30, 2019, there was an increase of $1 million in our unrecognized tax benefits. The total amount of gross interest and penalties accrued was immaterial. It is reasonably possible the amount of the unrecognized benefit could increase or decrease within the next twelve months, which would have an impact on net income.



FINANCIAL STATEMENTS

We are subject to tax in U.S. federal and various state and local jurisdictions, as well as Canada. We are not subject to any material income tax examinations in federal or state jurisdictions for tax years prior to January 1, 2012. We previously paid Notices of Proposed Assessments disallowing employment tax credits totaling $11 million, plus interest of $4 million in connection with the IRS examination of Gevity HR, Inc. and its subsidiaries, which was acquired by TriNet in June 2009. TriNet filed suit in June 2016 to recover the disallowed credits, and the issue is being resolved through the litigation process. TriNet and the U.S. filed cross motions for summary judgment in federal district court. On September 17, 2018, the federal district court granted TriNet's motion for summary judgment and denied the U.S.'s motion. On January 18, 2019, the federal district court entered judgment in favor of TriNet in the amount of $15 million, plus interest. The U.S. filed a notice of appeal of the federal district court's decision on March 18, 2019. The U.S. filed its opening brief in the court of appeals on June 10, 2019 and we filed our answering brief on July 24, 2019. We will continue to vigorously defend our position through the litigation process.

NOTE 9. EARNINGS PER SHARE (EPS)

The following table presents the computation of our basic and diluted EPS attributable to our common stock:



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share data)	2019		2018		2019		2018
Net income	$	46	$	58	$	109	$	112
Weighted average shares of common stock outstanding	70		70		70		70
Basic EPS	$	0.65	$	0.82	$	1.56	$	1.59
Net income	$	46	$	58	$	109	$	112
Weighted average shares of common stock outstanding	70		70		70		70
Dilutive effect of stock options and restricted stock units	1		3		1		2
Weighted average shares of common stock outstanding	71		73		71		72
Diluted EPS	$	0.64	$	0.80	$	1.53	$	1.55

Common stock equivalents excluded from income per diluted share because of their anti-dilutive effect	—		—		1		1



FINANCIAL STATEMENTS

NOTE 10. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

We use an independent pricing source to determine the fair value of our AFS. 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. The Company's restricted investments are valued using quoted market prices and multiple dealer quotes.

We did not have any Level 3 financial instruments recognized in our balance sheet as of June 30, 2019 and December 31, 2018. There were no transfers between levels as of June 30, 2019 and December 31, 2018.

Fair Value Measurements on a Recurring Basis

The following table summarizes our financial instruments by significant categories and fair value measurement on a recurring basis as of June 30, 2019 and December 31, 2018.



(in millions)	Level 1		Level 2		Total
June 30, 2019
Cash equivalents:
Money market mutual funds	$	89	$	—	89
Total cash equivalents	89		—		89
Investments:
Asset-backed securities	—		35		35
Corporate bonds	—		95		95
U.S. government agencies and government-sponsored agencies	—		5		5
U.S. treasuries	—		54		54
Other debt securities	—		4		4
Total investments	—		193		193
Restricted cash equivalents:
Money market mutual funds	43		—		43
Commercial paper	18		—		18
Total restricted cash equivalents	61		—		61
Restricted investments:
U.S. treasuries	—		5		5
Exchange traded fund	1		—		1
Certificate of deposit	—		—		—
Total restricted investments	1		5		6
Total unrestricted and restricted cash equivalents and investments	$	151	$	198	$	349



FINANCIAL STATEMENTS



(in millions)	Level 1		Level 2		Total
December 31, 2018
Cash equivalents
Money market mutual funds	$	4	$	—	$	4
U.S. treasuries	—		1		1
Total cash equivalents	4		1		5
Investments
Asset-backed securities	—		33		33
Corporate bonds	—		99		99
U.S. government agencies and government-sponsored agencies	—		7		7
U.S. treasuries	—		41		41
Other debt securities	—		9		9
Total investments	—		189		189
Restricted cash equivalents:
Money market mutual funds	48		—		48
Commercial paper	20		—		20
Total restricted cash equivalents	68		—		68
Restricted investments:
U.S. treasuries	—		5		5
Exchange traded fund	1		—		1
Certificate of deposit	—		2		2
Total restricted investments	1		7		8
Total unrestricted and restricted cash equivalents and investments	$	73	$	197	$	270

Fair Value of Financial Instruments Disclosure

Long-Term Debt

Our long-term debt is a floating rate debt and the fair value of our floating rate debt approximates its carrying value (exclusive of issuance costs) at June 30, 2019. The fair value of our floating rate debt is estimated based on a discounted cash flow, which incorporates credit spreads and market interest rates to estimate the fair value and is considered Level 3 in the hierarchy for fair value measurement.

Derivative Instruments

In June 2019, we entered into an interest rate collar derivative transaction with no upfront premium to mitigate the risk of changes in interest rates on the interest payments on a portion of our floating rate debt. If short-term interest rates increase, we will incur higher interest expense on any future outstanding balances of floating rate debt. We use this derivative as part of our interest rate risk management strategy and designated it as a cash flow hedge. If interest rates rise above the cap strike rate on the contract, we will receive variable-rate amounts and if interest rates fall below the floor strike rate on the contract, we will pay variable-rate amounts.

The following table summarizes the fair value of our derivative instruments at June 30, 2019:



	June 30, 2019
					Fair Market Value
(in millions)	Hedge type	Final settlement date	Notional amount		Other current assets		Accounts payable and other current liabilities
Derivatives designated as hedging instruments
Collar - LIBOR	Cash flow	May 2022	$	213	$	—	$	—



FINANCIAL STATEMENTS

The pre-tax effect of derivative instruments for the three and six months ended June 30, 2019 is insignificant and we estimate that an insignificant amount of net derivative gains or losses included in other comprehensive income will be reclassified into earnings within the following 12 months. There were no cash flows associated with the derivative for the three months and six months ended June 30, 2019.

As of June 30, 2019, we do not hold, nor have we posted, any collateral related to the above derivative instrument.

The interest rate collar derivative is classified as Level 2 in the fair value hierarchy as its value is determined using observable inputs such as forward LIBOR curves.



OTHER INFORMATION

Legal Proceedings

For the information required in this section, refer to Note 6 in the condensed consolidated financial statements and related notes included in this Form 10-Q.

Risk Factors

There have been no material changes in our risk factors disclosed in Part 1, Item 1A, of our 2018 Form 10-K.

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.

The following table provides information about our purchases of TriNet common stock during the quarter ended June 30, 2019:



Period	Total Number of Shares Purchased ⁽¹⁾	Weighted Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans ⁽²⁾	Approximate Dollar Value ($ millions) of Shares that May Yet be Purchased Under the Plans ⁽²⁾
April 1- April 30, 2019	146,761	$	60.91	144,500	$	329
May 1 - May 31, 2019	238,763	$	62.08	161,200	$	319
June 1 - June 30, 2019	88,183	$	65.91	87,000	$	313
Total	473,707			392,700

(1) Includes shares surrendered by employees to us to satisfy tax withholding obligations that arose upon vesting of RSUs granted pursuant to approved plans.

(2) We repurchased a total of approximately $25 million of our outstanding common stock during the period ended June 30, 2019.

As of June 30, 2019, we had approximately $313 million remaining for repurchases under our stock repurchase program. Stock repurchases under the program are primarily intended to offset the dilutive effect of share-based employee incentive compensation. The purchases were funded from existing cash and cash equivalents balances.

Our stock repurchases are subject to certain restrictions under the terms of our 2018 credit facility. For more information about our 2018 credit facility and our stock repurchases, refer to Notes 7 and 9 in Part II, Item 8. Financial Statements and Supplementary Data of our 2018 Form 10-K.

Defaults Upon Senior Securities

Not applicable.

Mine Safety Disclosures

Not applicable.

Other Information

Not applicable.



OTHER INFORMATION

Exhibits

Incorporated herein by reference is a list of the exhibits contained in the Exhibit Index below.

EXHIBIT INDEX

Incorporated by Reference

Exhibit No.

Exhibit

Form

File No.

Exhibit

Filing Date

Filed Herewith

10.1

TriNet Group, Inc. 2019 Equity Incentive Plan

10.2

Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement under the TriNet Group, Inc. 2019 Equity Incentive Plan

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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




*	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.



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: July 25, 2019		By:	/s/ Burton M. Goldfield
			Burton M. Goldfield
			Chief Executive Officer

Date: July 25, 2019		By:	/s/ Richard Beckert
			Richard Beckert
			Chief Financial Officer

Date: July 25, 2019		By:	/s/ Michael P. Murphy
			Michael P. Murphy
			Chief Accounting Officer



Participant:
Award Number:
Date of Grant:
Number of Shares Subject to Award:


•	acknowledges receipt of, and represents that Participant understands, this Notice, the RSU Agreement, the Restrictive Covenants Agreement and the Plan;


•	acknowledges and confirms the Participant’s consent to receive electronically the Award Agreement, the Plan and any other Plan documents or other related communications that the Company wishes or is required to deliver;


•	acknowledges that a copy of the Plan and the related Plan documents were made available to the Participant; and


•	agrees that the electronic acceptance of the Award Agreement constitutes a legally binding acceptance of the Award Agreement, and that the electronic acceptance of the Award Agreement shall have the same force and effect as if the Award Agreement was physically signed.


1.	I have reviewed this quarterly report on Form 10-Q of TriNet Group, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.