TriNet Announces Third Quarter 2017 Results

SAN LEANDRO, Calif., Nov. 2, 2017 /PRNewswire/ -- TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive human resources solutions for small to midsize businesses, today announced financial results for the third quarter ended September 30, 2017.

Third quarter highlights include:

    --  GAAP Total revenues increased 6% to $819.3 million, while Net Service
        Revenues increased 28% to $205.9 million, each as compared to the same
        period last year.
    --  GAAP Net income was $42.8 million, or $0.60 per diluted share, compared
        to net income of $14.6 million, or $0.20 per diluted share, in the same
        period last year.
    --  Adjusted Net Income was $40.3 million, or $0.56 per diluted share,
        compared to Adjusted Net Income of $20.8 million, or $0.29 per diluted
        share, in the same period last year.
    --  Adjusted EBITDA was $80.3 million, a 77% increase from the same period
        last year.
    --  Total WSEs at September 30, 2017 decreased 3% from September 30, 2016,
        to approximately 325,000.
    --  Average WSEs decreased 2% as compared to the same period last year, to
        approximately 324,000.

"We delivered strong financial results during the third quarter as we continued to execute our strategic operational plan," said Burton M. Goldfield, TriNet's President and CEO. "By pairing our technology platform with our deep industry-specific knowledge, we are developing tailored vertical products that provide our clients with an exceptional HR experience. We remain focused on leveraging our scale for the benefit of our clients, while maximizing our ability to deliver profitable growth for our shareholders."

GAAP Total revenues for the third quarter of 2017 increased 6% from the third quarter of 2016 to $819.3 million, while Net Service Revenues increased 28% from the third quarter of 2016 to $205.9 million. For the third quarter of 2017, Net Service Revenues consisted of professional service revenues of $112.5 million and Net Insurance Service Revenues of $93.4 million. Net Insurance Service Revenues for the third quarter of 2017 consisted of insurance service revenues of $706.8 million, less insurance costs of $613.4 million. Professional service revenues for the third quarter of 2017 increased 2%, and Net Insurance Service Revenues increased 85%, in each case, compared to the third quarter of 2016.

At September 30, 2017, TriNet had cash and cash equivalents of $263.5 million and total debt of $431.6 million.

Quarterly Report on Form 10-Q

We anticipate filing our Quarterly Report on Form 10-Q ("Form 10-Q") for the three and nine months ended September 30, 2017 today, November 2, 2017, and it will be available at www.trinet.com. This press release should be read in conjunction with the Form 10-Q and the related Notes to Condensed Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-Q.

Earnings Conference Call and Audio Webcast

TriNet will host a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its quarterly results and its outlook for the third quarter and full year 2017. TriNet encourages participants to pre-register for the conference call. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. To pre-register, go to: http://dpregister.com/10111852. For those who would like to join the call but have not pre-registered, they can do so by dialing +1 (412) 317-5426 and requesting the "TriNet Conference Call." The live webcast of the conference call can be accessed on the Investor Relations section of TriNet's website at http://investor.trinet.com. A replay of the webcast will be available on this site for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 10111852.

About TriNet

TriNet is a leading provider of a comprehensive human resources solutions for small to midsize businesses, or SMBs. We enhance business productivity by enabling our clients to outsource their human resources, or HR, function to a single strategic partner, which allows them to focus on operating and growing their core businesses. Our HR solutions include services such as payroll processing, human capital consulting, employment regulation compliance and employee benefits, including health insurance, retirement plans and workers' compensation insurance. Our services are delivered by our expert team of HR professionals and enabled by our technology platform, with online and mobile tools, which allows our clients and their employees to efficiently conduct their HR transactions anytime and anywhere. For more information, please visit http://www.trinet.com.

Use of Non-GAAP Financial Measures

Reconciliations of non-GAAP financial measures to TriNet's financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section of the tables titled "Non-GAAP Financial Measures."

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, 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 including, among other things, TriNet's expectations regarding: its ability to execute its strategic operational plan, its ability to successfully leverage its scale and its ability to deliver profitable growth. These statements are not guarantees of future performance, but are based on management's expectations as of the date hereof 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 or future results, performance or achievements.

Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: risks associated with changes in, uncertainty regarding, or adverse application of 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 maintain the security of our information technology (IT) infrastructure against cyber-attacks and security breaches; our ability to manage unexpected changes in workers' compensation and health insurance claims by worksite employees; unexpected changes in the state and federal unemployment tax rates applicable to our clients; fluctuation in our results of operation 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; failures or limitations in our business systems; our ability to remediate the material weaknesses in our internal controls over financial reporting; our ability to effectively acquire and integrate new businesses; the effects of volatility in the financial and economic environment on small and mid-sized businesses; our ability to effectively manage our growth; the effects of increased competition and our ability to compete effectively; market acceptance of our vertical strategy; 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 relationships with key vendors, in particular our benefit and workers' compensation carriers; our ability to manage client attrition; and our ability to comply with the restrictions of our credit facility and meet our debt obligations.

Further information on risks that could affect TriNet's results is included in our filings with the U.S. Securities and Exchange Commission (SEC), including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, which are available on our investor relations website at http://investor.trinet.com and on the SEC website at www.sec.gov. Copies of these filings are also available by contacting TriNet Corporation's Investor Relations Department at (510) 875-7201. Except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements in this press release, and any forward-looking statements in this press release speak only as of the date of this press release. In addition, we do not assume any obligation, and do not intend, to update any of our forward-looking statements, except as required by law.


    Contacts:

    Investors:                   Media:

    Alex Bauer                   Fatima Afzal

    TriNet                       TriNet

    Investorrelations@TriNet.com Fatima.Afzal@TriNet.com

    (510) 875-7201               (510) 875-7265

TriNet, Ambitions Realized and the TriNet logo are registered trademarks of TriNet.

Key Financial and Operating Metrics

We regularly review certain key financial and operating metrics to evaluate growth trends, measure our performance and make strategic decisions. These key financial and operating metrics may change over time. Our key financial and operating metrics for the periods presented were as follows:


                                                                                                                    Three Months Ended                 Nine Months Ended                    Percent Change
                                                                                                                      September 30,                      September 30,

    (in thousands,                                                                                               2017                     2016      2017                    2016                   Q3 2017                 YTD 2017
    except per share and operating metrics data)                                                                                                                                                vs. 2016                vs. 2016
    -------------------------------------------

    Income Statement Data:

    Total revenues                                                                                                        $819,293             $770,457                          $2,427,444                $2,249,242               6% 8%

    Operating income                                                                                           62,759                   28,972   169,081                  81,241                 117                108

    Net income                                                                                                 42,836                   14,581   111,524                  38,440                 194                190

    Diluted net income per share of common                                                                       0.60                     0.20      1.57                    0.53                 200                196
    stock

    Non-GAAP measures (1):

    Net Service Revenues (1)                                                                                  205,896                  161,035   605,870                 473,458                  28                 28

    Net Insurance Service Revenues (1)                                                                         93,366                   50,542   264,577                 140,969                  85                 88

    Adjusted EBITDA (1)                                                                                        80,283                   45,399   215,998                 130,154                  77                 66

    Adjusted Net income (1)                                                                                    40,297                   20,800   108,565                  59,798                  94                 82
    ----------------------                                                                                     ------                   ------   -------                  ------                 ---                ---


    Operating Metrics:

    Total WSEs payroll and payroll taxes                                                                        8,061                    7,703    25,835                  24,916                  5%                4%
    processed (in millions)

    Total WSEs at period end                                                                                  325,138                  333,778   325,138                 333,778                 (3)               (3)

    Average WSEs                                                                                              324,043                  331,652   325,347                 324,652                 (2)                      -
    ------------                                                                                              -------                  -------   -------                 -------                 ---                     ---


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


                                                    Nine Months Ended           Percent
                                                      September 30,

    (in thousands, except operating metrics data)     2017                 2016         Change
    --------------------------------------------      ----                 ----

    Cash Flow Data:

    Net cash provided by operating activities      158,951               80,699                   97%

    Net cash used in investing activities         (14,763)            (17,411)                 (15)

    Net cash used in financing activities         (65,063)            (68,998)                  (6)
    -------------------------------------          -------              -------                   ---



    (in thousands)                   September 30,          December 31,        Percent
                                              2017                   2016          Change
    ---                                       ----                   ----

    Balance Sheet Data:

    Cash and cash equivalents                      $263,527               $184,004        43%

    Working capital                        186,842                156,771        19

    Total assets                         1,836,925              2,095,143      (12)

    Notes and capital leases payable       431,690                459,054       (6)

    Total liabilities                    1,705,066              2,060,553      (17)

    Total stockholders' equity             131,859                 34,590       281
    --------------------------             -------                 ------       ---



    TRINET GROUP, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

    (Unaudited)



                                                                                   Three Months Ended                 Nine Months Ended
                                                                                     September 30,                  September 30,

    (in thousands, except share and per share data)                              2017                      2016       2017                     2016
    ----------------------------------------------                               ----                      ----       ----                     ----

    Professional service revenues                                                        $112,530                $110,493                           $341,293 $332,489

    Insurance service revenues                                                706,763                   659,964  2,086,151                1,916,753
                                                                              -------                   -------  ---------                ---------

    Total revenues                                                            819,293                   770,457  2,427,444                2,249,242
    --------------                                                            -------                   -------  ---------                ---------

    Insurance costs                                                           613,397                   609,422  1,821,574                1,775,784

    Cost of providing services (exclusive of depreciation and amortization     49,989                    50,142    157,264                  139,881
         of intangible assets)

    Sales and marketing                                                        44,407                    41,470    139,538                  133,978

    General and administrative                                                 28,505                    22,477     82,031                   69,078

    Systems development and programming                                        11,182                     8,124     33,637                   20,970

    Amortization of intangible assets                                           1,300                     4,662      3,966                   14,647

    Depreciation                                                                7,754                     5,188     20,353                   13,663
                                                                                -----                     -----     ------                   ------

    Total costs and operating expenses                                        756,534                   741,485  2,258,363                2,168,001
    ----------------------------------                                        -------                   -------  ---------                ---------

    Operating income                                                           62,759                    28,972    169,081                   81,241

    Other income (expense):

    Interest expense and bank fees                                            (5,425)                  (5,597)  (15,030)                (15,677)

    Other, net                                                                    770                       313      1,192                      434
    ----------                                                                    ---                       ---      -----                      ---

    Income before provision for income taxes                                   58,104                    23,688    155,243                   65,998

    Income tax expense                                                         15,268                     9,107     43,719                   27,558
                                                                               ------                     -----     ------                   ------

    Net income                                                                            $42,836                 $14,581                           $111,524  $38,440
    ----------                                                                            -------                 -------                           --------  -------

    Other comprehensive income, net of tax                                        151                     (125)       231                      300


    Comprehensive income                                                                  $42,987                 $14,456                           $111,755  $38,740
    --------------------                                                                  -------                 -------                           --------  -------


    Net income per share:

    Basic                                                                                   $0.62                   $0.21                              $1.62    $0.55

    Diluted                                                                                 $0.60                   $0.20                              $1.57    $0.53

    Weighted average shares:

    Basic                                                                  69,498,218                70,187,989 69,016,054               70,478,266

    Diluted                                                                71,499,591                71,964,603 71,138,743               72,126,060
    -------                                                                ----------                ---------- ----------               ----------



    TRINET GROUP, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (Unaudited)



    (in thousands)                                    September 30,            December 31,
                                                               2017                     2016
    ---                                                        ----                     ----

    Assets

    Current assets:

    Cash and cash equivalents                                         $263,527                 $184,004

    Restricted cash and cash equivalents                     15,445                   14,569

    Prepaid income taxes                                          -                  42,381

    Prepaid expenses                                         11,013                   10,784

    Other current assets                                      2,360                    2,145

    Worksite employee related assets                        941,213                1,281,471
    --------------------------------                        -------                ---------

    Total current assets                                  1,233,558                1,535,354

    Workers' compensation collateral receivable              39,931                   31,883

    Restricted cash, cash equivalents and investments       160,207                  130,501

    Property and equipment, net                              68,470                   58,622

    Goodwill                                                289,207                  289,207

    Other intangible assets, net                             27,108                   31,074

    Other assets                                             18,444                   18,502
                                                             ------                   ------

    Total assets                                                    $1,836,925               $2,095,143
    ------------                                                    ----------               ----------

    Liabilities and stockholders' equity

    Current liabilities:

    Accounts payable                                                   $28,995                  $22,541

    Accrued corporate wages                                  31,814                   30,937

    Notes and capital leases payable, net                    36,718                   36,559

    Other current liabilities                                14,321                   12,551

    Worksite employee related liabilities                   934,868                1,275,995
    -------------------------------------                   -------                ---------

    Total current liabilities                             1,046,716                1,378,583

    Notes and capital leases payable, net, noncurrent       394,972                  422,495

    Workers' compensation loss reserves                     157,999                  159,301

    Deferred income taxes                                    90,845                   92,373

    Other liabilities                                        14,534                    7,801
                                                             ------                    -----

    Total liabilities                                     1,705,066                2,060,553
    -----------------                                     ---------                ---------

    Commitments and contingencies

    Stockholders' equity:

    Preferred stock                                               -                       -

    Common stock and additional paid-in capital             567,971                  535,132

    Accumulated deficit                                   (435,739)               (499,938)

    Accumulated other comprehensive loss                      (373)                   (604)
                                                               ----                     ----

    Total stockholders' equity                              131,859                   34,590
    --------------------------                              -------                   ------

    Total liabilities and stockholders' equity                      $1,836,925               $2,095,143
    ------------------------------------------                      ----------               ----------



    TRINET GROUP, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (Unaudited)



                                                                                       Nine Months Ended September 30,

    (in thousands)                                                                         2017                      2016
    -------------                                                                          ----                      ----

    Operating activities

    Net income                                                                                      $111,524               $38,440

    Adjustments to reconcile net income to net cash provided by operating activities:

    Depreciation and amortization                                                        26,177                    27,810

    Stock-based compensation                                                             21,406                    20,169

    Changes in operating assets and liabilities:

    Restricted cash and cash equivalents                                               (45,570)                 (31,409)

    Prepaid income taxes                                                                 42,448                       386

    Prepaid expenses and other current assets                                             (961)                  (5,253)

    Workers' compensation collateral receivable                                         (8,048)                 (11,374)

    Other assets                                                                            925                       438

    Accounts payable                                                                      5,505                     4,538

    Accrued corporate wages and other current liabilities                                 2,331                     4,548

    Workers' compensation loss reserves and other non-current liabilities                 3,574                    33,510

    Worksite employee related assets                                                    340,767                   525,841

    Worksite employee related liabilities                                             (341,127)                (526,945)
                                                                                       --------                  --------

    Net cash provided by operating activities                                           158,951                    80,699

    Investing activities

    Acquisitions of businesses                                                                -                    (300)

    Purchases of marketable securities                                                        -                 (14,959)

    Proceeds from maturity of marketable securities                                      14,447                    25,790

    Acquisitions of property and equipment                                             (29,210)                 (27,942)
                                                                                        -------                   -------

    Net cash used in investing activities                                              (14,763)                 (17,411)

    Financing activities

    Repurchase of common stock                                                         (39,347)                 (43,747)

    Proceeds from issuance of common stock on exercised options                           8,678                     3,584

    Proceeds from issuance of common stock on employee stock purchase plan                2,441                     2,304

    Awards effectively repurchased for required employee withholding taxes              (8,100)                  (2,672)

    Proceeds from issuance of notes payable                                                   -                   57,978

    Payments for extinguishment of debt                                                       -                 (57,563)

    Repayment of notes and capital leases payable                                      (28,735)                 (27,506)

    Payment of debt issuance costs                                                            -                  (1,376)

    Net cash used in financing activities                                              (65,063)                 (68,998)

    Effect of exchange rate changes on cash and cash equivalents                            398                        90
                                                                                            ---                       ---

    Net increase in cash and cash equivalents                                            79,523                   (5,620)


    Cash and cash equivalents at beginning of period                                    184,004                   166,178
                                                                                        -------                   -------

    Cash and cash equivalents at end of period                                                      $263,527              $160,558
    ------------------------------------------                                                      --------              --------


    Supplemental disclosures of cash flow information
    -------------------------------------------------

    Interest paid                                                                                    $12,186               $11,651

    Income taxes paid (refunded), net                                                     (138)                   27,650
    ---------------------------------                                                      ----                    ------

    Supplemental schedule of noncash investing and financing activities
    -------------------------------------------------------------------

    Payable for purchase of property and equipment                                                    $2,450                $1,363
    ----------------------------------------------                                                    ------                ------

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, make planning decisions, allocate resources and as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long term and provide useful information that we use in order to maintain and grow our business.

The presentation of these non-GAAP financial measures is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.


                                 Non-GAAP Measure                  Definition                      How We Use The Measure
                                 ----------------                  ----------                      ----------------------

    Net Service Revenues                            -- Sum of professional service revenues   -- Provides a comparable basis of
                                                    and Net Insurance Service Revenues, or   revenues on a net basis.
                                                    total revenues less insurance costs.     Professional service revenues are
                                                                                             represented net of client payroll
                                                                                             costs whereas insurance service
                                                                                             revenues are presented gross of
                                                                                             insurance costs for financial
                                                                                             reporting purposes.




                                                    -- Acts as the basis to allocate
                                                                                             resources to different functions
                                                                                             and evaluates the effectiveness of
                                                                                             our business strategies by each
                                                                                             business function.




                                                                                             -- Provides a measure, among others,
                                                                                             used in the determination of
                                                                                             incentive compensation for
                                                                                             management.
    ---                                                                                     -----------------------------------

    Net Insurance Service Revenues                  -- Insurance revenues less insurance      -- Is a component of Net Service
                                                    costs.                                   Revenues.




                                                    -- Provides a comparable basis of
                                                                                             revenues on a net basis.
                                                                                             Professional service revenues are
                                                                                             represented net of client payroll
                                                                                             costs whereas insurance service
                                                                                             revenues are presented gross of
                                                                                             insurance costs for financial
                                                                                             reporting purposes.  Promotes an
                                                                                             understanding of our insurance
                                                                                             services business by evaluating
                                                                                             insurance service revenues net of
                                                                                             our WSE related costs which are
                                                                                             substantially pass-through for
                                                                                             the benefit of our WSEs. Under
                                                                                             GAAP, insurance service revenues
                                                                                             and costs are recorded gross as we
                                                                                             have latitude in establishing the
                                                                                             price, service and supplier
                                                                                             specifications.
    ---                                                                                     -----------------------------------

    Adjusted EBITDA                                -- Net income, excluding the effects of:   -- 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 not directly resulting
                                                                                             from our core operations or
                                                                                             indicative of our ongoing
                                                                                             operations.

                                                   - income tax provision,
                                                   - interest expense,
                                                   - depreciation,
                                                  - amortization of intangible assets, and  -- Enhances comparisons to prior
                                                                                             periods and, accordingly,
                                                                                             facilitates the development of
                                                                                             future projections and earnings
                                                                                             growth prospects.
                                                   - stock-based compensation expense.



                                                                                             -- Provides a measure, among others,
                                                                                             used in the determination of
                                                                                             incentive compensation for
                                                                                             management.
    ---                                                                                     -----------------------------------

    Adjusted Net Income                            -- Net income, excluding the effects of:   -- 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.

                                                   - 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.
    ---                                            ----------------------------------------


    (1)              We have adjusted the non-GAAP effective
                     tax rate to 40.5% for 2017 from 42.5%
                     for 2016, due to a decrease in state
                     income taxes from an increase in
                     excludable income for state income tax
                     purposes. These non-GAAP effective tax
                     rates exclude the income tax impact
                     from stock-based compensation and
                     changes in uncertain tax positions.


    (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               Change                 Nine Months Ended                     Change
                                  September 30,              2017 vs. 2016               September 30,                    2017 vs. 2016
                                                             -------------               -------------                    -------------

    (in thousands)           2017                    2016         $        %                        2017         2016                      $     %
    -------------            ----                    ----       ---                                 ----         ----                    ---

    Total revenues                    $819,293            $770,457             $48,836                   6%             $2,427,444             $2,249,242  $178,202   8%

    Less: Insurance costs 613,397                 609,422     3,975          1                   1,821,574    1,775,784                 45,790           3
                          -------                 -------                                      ---------    ---------

    Net Service Revenues              $205,896            $161,035             $44,861                  28%               $605,870               $473,458  $132,412  28%
    --------------------              --------            --------             -------                  ---                --------               --------  --------  ---

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


                                        Three Months Ended               Change                 Nine Months Ended                      Change
                                           September 30,              2017 vs. 2016               September 30,                    2017 vs. 2016
                                                                      -------------               -------------                    -------------

    (in thousands)                    2017                    2016         $        %                        2017         2016                      $     %
    -------------                     ----                    ----       ---                                 ----         ----                    ---

    Insurance service revenues                 $706,763            $659,964             $46,799                   7%             $2,086,151             $1,916,753  $169,398   9%

    Less: Insurance costs          613,397                 609,422     3,975          1                   1,821,574    1,775,784                 45,790           3
                                   -------                 -------                                      ---------    ---------

    Net Insurance Service Revenues              $93,366             $50,542             $42,824                  85%               $264,577               $140,969  $123,608  88%
    ------------------------------              -------             -------             -------                  ---                --------               --------  --------  ---

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


                                         Three Months Ended            Nine Months Ended
                                           September 30,                 September 30,
                                                                         -------------

    (in thousands)                      2017                 2016     2017                 2016
    -------------                       ----                 ----     ----                 ----

    Net income                                  $42,836           $14,581                       $111,524  $38,440

    Provision for income taxes        15,268                9,107   43,719               27,558

    Stock-based compensation           7,700                6,264   21,406               20,169

    Interest expense and bank fees     5,425                5,597   15,030               15,677

    Depreciation                       7,754                5,188   20,353               13,663

    Amortization of intangible assets  1,300                4,662    3,966               14,647
                                       -----                -----    -----               ------

    Adjusted EBITDA                             $80,283           $45,399                       $215,998 $130,154
    ---------------                             -------           -------                       -------- --------

The table below presents a reconciliation of Net income to Adjusted Net Income and Adjusted Net Income per share - diluted:


                                                               Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                                                                   -------------

    (in thousands)                                            2017                  2016       2017                     2016
    -------------                                             ----                  ----       ----                     ----

    Net income                                                        $42,836              $14,581                           $111,524 $38,440

    Effective income tax rate adjustment                   (8,264)                (960)  (19,154)                    (491)

    Stock-based compensation                                 7,700                 6,264     21,406                   20,169

    Amortization of intangible assets                        1,300                 4,662      3,966                   14,647

    Non-cash interest expense                                  622                 1,559      1,846                    3,183

    Income tax impact of pre-tax adjustments               (3,897)              (5,306)   (11,023)                 (16,150)
                                                            ------                ------    -------                  -------

    Adjusted Net Income                                               $40,297              $20,800                           $108,565 $59,798
    -------------------                                               -------              -------                           -------- -------

    GAAP Weighted average shares of common stock - diluted  71,500                71,965     71,139                   72,126

    Adjusted Net Income per share - diluted                             $0.56                $0.29                              $1.53   $0.83
    ---------------------------------------                             -----                -----                              -----   -----

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SOURCE TriNet Group, Inc.