TriNet Announces Fourth Quarter, Fiscal Year 2023 Results, and Dividend Initiation

2% Growth in Total Revenues to $1.2 billion for the Fourth Quarter of 2023

1% Growth in Total Revenues to $4.9 billion for Fiscal Year 2023

68% Growth in Earnings per Share and 44% Growth in Adjusted Earnings per Share for the Fourth Quarter of 2023

17% Growth in Earnings per Share and 10% Growth in Adjusted Earnings per Share for Fiscal Year 2023

Initiating Inaugural Quarterly Dividend

DUBLIN, Calif., Feb. 15, 2024 /PRNewswire/ -- TriNet Group, Inc. (NYSE: TNET), a leading provider of comprehensive and flexible human capital management (HCM) solutions for small and medium-size businesses (SMBs), today announced financial results for the fourth quarter ended December 31, 2023. The fourth quarter highlights below include non-GAAP financial measures which are reconciled later in this release.

Fourth quarter highlights include:

    --  Total revenues increased 2% to $1.2 billion compared to the same period
        last year.
    --  Professional service revenues were flat at $189 million compared to the
        same period last year.
    --  Net income was $67 million, or $1.31 per diluted share, compared to net
        income of $49 million, or $0.78 per diluted share, in the same period
        last year.
    --  Adjusted Net Income was $82 million, or $1.60 per diluted share,
        compared to Adjusted Net Income of $71 million, or $1.11 per diluted
        share, in the same period last year.
    --  Adjusted EBITDA was $140 million, representing an Adjusted EBITDA Margin
        of 11.2%, compared to Adjusted EBITDA of $111 million, representing an
        Adjusted EBITDA Margin of 9.0% in the same period last year.
    --  Average Worksite Employees (WSEs) decreased 3% as compared to the same
        period last year and increased 1% as compared to the previous quarter,
        to approximately 338,000.
    --  HRIS Cloud Services Revenues decreased 14% to $12 million compared to
        the same period last year.
    --  Average HRIS Users decreased 14% as compared to the same period last
        year, to approximately 204,000.

Full year highlights include:

    --  Total revenues increased 1% to $4.9 billion as compared to 2022.
    --  Professional service revenues were approximately flat at $756 million as
        compared to 2022.
    --  Net income was $375 million or $6.56 per diluted share, compared to net
        income of $355 million or $5.61 per diluted share, in 2022.
    --  Adjusted Net income was $446 million or $7.81 per diluted share,
        compared to net income of $448 million or $7.07 per diluted share, in
        2022.
    --  Adjusted EBITDA was $697 million, representing an Adjusted EBITDA Margin
        of 14.2%, compared to Adjusted EBITDA of $688 million, representing an
        Adjusted EBITDA Margin of 14.1% in 2022.
    --  Average Worksite Employees (WSEs) decreased by 5% compared to 2022, to
        approximately 331,000.
    --  HRIS Cloud Services Revenues increased 16% to $52 million compared to
        2022.
    --  Average HRIS Users decreased 13% compared to 2022, to approximately
        215,000.

Dividend:

    --  TriNet announces quarterly dividend of $0.25 per share.
    --  Ex-Dividend Date March 29, 2024, Dividend Record Date April 1, 2024,
        Dividend Payment Date April 22, 2024.

Leadership Change (for more information, please visit investor.trinet.com):

    --  Burton M. Goldfield announced his intent to retire today concluding a
        successful 15-year career as President & CEO of TriNet. He will continue
        as a special advisor to the company through March 31, 2025.

"Throughout 2023 in what proved to be a challenging economic environment, TriNet focused its execution on the areas within our control," said Burton M. Goldfield, TriNet's President and CEO. "Through our investment in sales, we accelerated our new sales in the fourth quarter, and we just completed our best January ever. We benefited from strong customer retention as we kept our customers at the center of everything we do. Finally, we launched our inaugural dividend completing an extraordinary year of capital allocation."

He continued, "As just announced, I am retiring and transitioning the leadership of TriNet to Mike Simonds, and I have every confidence in Mike to keep moving the company forward. I am very proud of what we created during my more than 15 years as President and CEO of TriNet. My goal was to create an enduring company, and I believe that TriNet's best days are still ahead."

"On behalf of the board, I would like to thank Burton for his incredible leadership," said TriNet Chairman, David Hodgson. "We are thrilled to have Mike join TriNet as President and CEO. We have confidence that he is the right person to lead TriNet as it continues its growth."?

"I know I speak for all TriNet colleagues when I thank Burton for his integral role in building TriNet into what it has become today," said Kelly Tuminelli, TriNet's Chief Financial Officer. "TriNet executed extraordinarily well throughout 2023 managing expenses prudently while investing in sales and service and executing against our capital plan which has culminated in our announced inaugural dividend. We look forward to our continued strong execution in 2024, ensuring we are there for our customers, colleagues, and stockholders."

Dividend Announcement

On February 12, 2024, TriNet's Board of Director's approved a dividend of $0.25 per share. TriNet's stock will have an Ex-Dividend Date of March 29, 2024, a Dividend Record Date of April 1, 2024, and a Dividend Payment Date of April 22, 2024.

First Quarter and Full-Year 2024 Guidance

In addition to announcing our fourth quarter 2023 results, we provide our first quarter and full-year 2024 guidance. Non-GAAP financial measures are reconciled later in this release. Percentages reflect the increase or (decrease) from the prior year quarter and prior year end.


                                                          Q1 2024                 Full Year 2024


                                                      Low           High     Low                   High



     Total Revenues                                  - %           3 %   (1) %                    4 %



     Professional Service Revenues                   2 %            8 %     1 %                    5 %



     Insurance Cost Ratio                         86.5 %         82.5 %  88.5 %                 86.5 %



     Diluted net income per share of common stock  $1.82           $2.54    $4.57                   $6.08



     Adjusted Net Income per share - diluted       $2.10           $2.85    $5.80                   $7.35

Annual Report on Form 10-K

We anticipate filing our Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2023 with the U.S. Securities and Exchange Commission (SEC) and making it available at http://www.trinet.com today, February 15, 2024. This press release should be read in conjunction with the Form 10-K and the related Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-K.

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 fourth quarter results for 2023 and provide first quarter and full-year financial guidance for 2024. 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: https://dpregister.com/sreg/10185965/fb77e71f5d. 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 https://investor.trinet.com. Participants can pre-register for the webcast by going to: https://events.q4inc.com/attendee/789681153. A replay of the webcast will be available on this website for approximately one year. A telephonic replay will be available for one week following the conference call at +1 (412) 317-0088 conference ID: 4058379.

About TriNet

TriNet provides small and medium-size businesses (SMBs) with full-service industry-specific HR solutions, providing both professional employer organization (PEO) and human resources information system (HRIS) services. TriNet offers access to human capital expertise, benefits, risk mitigation, compliance, payroll, and R&D tax credit services, all enabled by industry-leading technology. TriNet's suite of products also includes services and software-based solutions to help streamline workflows by connecting HR, benefits, employee engagement, payroll and time & attendance. Rooted in more than 30 years of supporting entrepreneurs and adapting to the ever-changing modern workplace, TriNet empowers SMBs to focus on what matters most - growing their business and enabling their people For more information, please visit TriNet.com or follow us on Facebook, LinkedIn and Instagram.

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 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 within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among other things, TriNet's expectations and assumptions regarding: TriNet's financial guidance for the fourth quarter and full-year 2023 and the underlying assumptions; TriNet's future financial performance and long-term growth; the continued value to customers and stockholders of TriNet's product offerings; our ability to continue to grow new client sales, client tenure and improve retention, including through product and technological innovation; and the ability of our solutions to meet all client needs throughout their business cycle. Forward-looking statements are often identified by the use of words such as, but not limited to, "ability," "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "guidance," "impact," "intend," "may," "plan," "predict," "project," "seek," "should," "strategy," "target," "value," "will," "would" and similar expressions or variations intended to identify forward-looking statements. 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 expressed or implied by the forward-looking statements. Investors are cautioned not to place undue reliance upon any forward-looking statements.

Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include: our ability to manage unexpected changes in workers' compensation and health insurance claims and costs by worksite employees; our ability to mitigate the unique business risks we face as a co-employer; the effects of volatility in the financial and economic environment on the businesses that make up our client base; loss of clients for reasons beyond our control and the short-term contracts we typically use with our clients; the impact of regional or industry-specific economic and health factors on our operations; the impact of failures or limitations in the business systems and service centers we rely upon; the impact of discontinuing our discretionary credits on our business and client loyalty and retention; changes in our insurance coverage or our relationships with key insurance carriers; our ability to improve our services and technology to satisfy client and regulatory expectations; our ability to effectively integrate businesses we have acquired or may acquire in the future; our ability to effectively manage and improve our operational effectiveness and resiliency; our ability to attract and retain qualified personnel; the effects of increased competition and our ability to compete effectively; the impact on our business of cyber-attacks, breaches, disclosures and other data-related incidents; our ability to protect against and remediate cyber-attacks, breaches, disclosures and other data-related incidents, whether intentional or inadvertent and whether attributable to us or our service providers; our ability to comply with constantly evolving data privacy and security laws; our ability to manage changes in, uncertainty regarding, or adverse application of the complex laws and regulations that govern our business; changing laws and regulations governing health insurance and employee benefits; our ability to be recognized as an employer of worksite employees and for our benefits plans to satisfy all requirements under federal and state regulations; changes in the laws and regulations that govern what it means to be an employer, employee or independent contractor; the impact of new and changing laws regarding remote work; our ability to comply with the licensing requirements that govern our HCM solutions; the outcome of existing and future legal and tax proceedings; fluctuation in our results of operations and stock price due to factors outside of our control; our ability to comply with the restrictions of our credit facility and meet our debt obligations; and the impact of concentrated ownership in our stock by Atairos and other large stockholders. Any of these factors could cause our actual results to differ materially from our anticipated results.

Further information on risks that could affect TriNet's results is included in our filings with the SEC, including under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, 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                                               Renee Brotherton /Josh
                                                                  Gross



       TriNet                                                 
     TriNet


                                Investorrelations
     @TriNet.com                          Renee.Brotherton@TriNet.com

    ---


       (510) 875-7201                                                                  Josh.Gross@

                                                                                                                  TriNet.com



                                                               
     (408) 646-5103

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 December 31,                Year Ended December 31,



     (in millions, except per share and Operating Metrics data)    2023    2022                           % Change    2023               2022      % Change



     
                Income Statement Data:



     Total revenues                                              $1,245  $1,226               2             $4,922   $4,885              1
                                                                                             %                                       %



     Operating income                                                86      56              54                469      499            (6)



     Net income                                                      67      49              37                375      355              6



     Diluted net income per share of common stock                  1.31    0.78              68               6.56     5.61             17



     
                Non-GAAP measures (1):



       Adjusted EBITDA                                              140     111              26                697      688              1



       Adjusted Net income                                           82      71              15                446      448



     
                Operating Metrics:



     Insurance Cost Ratio                                          87 %   88 %            (1)

                                                                                             %              84 %    84 %                          %



     Average WSEs (2)                                           337,924 347,671             (3)           331,423  348,543            (5)



     Total WSEs at period end (2)                               347,542 348,652                           347,542  348,652



     Average HRIS Users  (3)                                    204,006 238,865            (15)           215,295  248,496           (13)




     
     (1) 
     Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP Financial Measures".



     
     (2)   Total WSEs includes approximately 12,000 incremental WSEs for December 31, 2023 and Average WSEs includes approximately 4,000 incremental WSEs for the fourth
                quarter of 2023 (1,000 for the full year 2023) that were charged a platform user access fee. Additionally, Total WSEs includes approximately 4,500 incremental WSEs
                for December 31, 2023 and Average WSEs includes approximately 4,800 for the fourth quarter of 2023 (1,500 for the full year 2023) additional service recipients.
                These were identified as a result of our ongoing effort to ensure that our billing practices best match the expectations of our customers. Please refer to Item 7
                under Management Discussion & Analysis in our 2023 10-K.



     
     (3) 
     For the year ended September 30, 2022, reflects HRIS Users from February 15, 2022, the date on which we acquired Zenefits, to the end of the period.


     (in millions)                    December 31, December 31,          %
                                               2023          2022 Change



     
                Balance Sheet Data:



     Working capital                           115           338        (66)
                                                                          %



     Total assets                            3,693         3,443           7



     Debt                                    1,093           496         120



     Total stockholders' equity                 78           775        (90)


                                                        Year Ended December 31,



     (in millions)                                2023      2022                % Change



     
                Cash Flow Data:



       Net cash provided by operating activities  $545      $562            (3)

                                                                             %



       Net cash used in investing activities      (70)    (226)          (69)



       Net cash used in financing activities     (546)    (536)             2



     
                  Non-GAAP measure (1):



         Corporate Operating Cash Flows           $539      $497              8


     (1) Refer to Non-GAAP measures definitions and reconciliations from GAAP measures under the heading "Non-GAAP
            Financial Measures".



     
                TRINET GROUP, INC.


     
                CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited)




                                                                                                        Three Months Ended                   Year Ended
                                                                                           December 31,                     December 31,



     (in millions except per share data)                                                  2023               2022           2023           2022



     Professional service revenues                                                        $189               $189           $756           $754



     Insurance service revenues                                                          1,056              1,037          4,166          4,131



     
                Total revenues                                                         1,245              1,226          4,922          4,885



     Insurance costs                                                                       919                916          3,513          3,463



     Cost of providing services                                                             77                 78            307            303



     Sales and marketing                                                                    71                 63            285            242



     General and administrative                                                             57                 76            211            241



     Systems development and programming                                                    16                 19             65             73



     Depreciation and amortization of intangible assets                                     19                 18             72             64



     
                Total costs and operating expenses                                     1,159              1,170          4,453          4,386



     
                Operating income                                                          86                 56            469            499



     Other income (expense):



     Interest expense, bank fees and other                                                (16)               (5)          (40)          (39)



     Interest income                                                                        16                 14             72             22



     
                Income before provision for income taxes                                  86                 65            501            482



     Income taxes                                                                           19                 16            126            127



     
                Net income                                                               $67                $49           $375           $355



     Other comprehensive income (loss), net of income taxes                                  6                                3            (4)



     
                Comprehensive income                                                     $73                $49           $378           $351



     
                Net income per share:



     Basic                                                                               $1.33              $0.79          $6.61          $5.66



     Diluted                                                                             $1.31              $0.78          $6.56          $5.61



     
                Weighted average shares:



     Basic                                                                                  51                 62             57             63



     Diluted                                                                                51                 62             57             64



     
                TRINET GROUP, INC.


     
                CONSOLIDATED BALANCE SHEETS (Unaudited)




                                                                    December 31, December 31,



     (in millions, except share and per share data)                        2023          2022



     
                ASSETS



     Current assets:



     Cash and cash equivalents                                             $287          $354



     Investments                                                             65            76



     Restricted cash, cash equivalents and investments                    1,269         1,263



     Accounts receivable, net                                                18            19



     Unbilled revenue, net                                                  447           375



     Prepaid expenses, net                                                   67            71



     Other payroll assets                                                   381           122



     Other current assets                                                    44            46



     
                  Total current assets                                  2,578         2,326



     Restricted cash, cash equivalents and investments, noncurrent          158           153



     Investments, noncurrent                                                143           151



     Property and equipment, net                                             17            24



     Operating lease right-of-use asset                                      24            31



     Goodwill                                                               462           462



     Software and other intangible assets, net                              172           163



     Other assets                                                           139           133



     
                  Total assets                                         $3,693        $3,443



     
                Liabilities and stockholders' equity



     Current liabilities:



     Accounts payable and other current liabilities                         $87           $98



     Revolving credit agreement borrowings                                  109



     Client deposits and other client liabilities                            65           106



     Accrued wages                                                          515           437



     Accrued health insurance costs, net                                    175           174



     Accrued workers' compensation costs, net                                50            54



     Payroll tax liabilities and other payroll withholdings               1,438         1,087



     Operating lease liabilities                                             14            15



     Insurance premiums and other payables                                   10            17



     
                  Total current liabilities                             2,463         1,988



     Long-term debt, noncurrent                                             984           496



     Accrued workers' compensation costs, noncurrent, net                   120           128



     Deferred taxes                                                          13             8



     Operating lease liabilities, noncurrent                                 30            41



     Other non current liabilities                                            5             7



     
                  Total liabilities                                     3,615         2,668



     Stockholders' equity:



     Preferred stock



     Common stock and additional paid-in capital                            976           899



     Accumulated deficit                                                  (896)        (119)



     Accumulated other comprehensive loss                                   (2)          (5)



     
                  Total stockholders' equity                               78           775



     
                  Total liabilities & stockholders' equity             $3,693        $3,443



     
                TRINET GROUP, INC.


     
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)




                                                                                                               Year Ended December 31,



     (in millions)                                                                                               2023         2022       2021



     
                Operating activities



     Net income                                                                                                  $375         $355        338



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



     Depreciation and amortization of intangible assets                                                            72           64         54



     Amortization of deferred costs                                                                                40           38         31



     Amortization of ROU asset, lease modification, impairment, and abandonment                                     9           25         12



     Stock based compensation                                                                                      59           62         50



     Accretion of discount rate on lease liabilities                                                                2            2          2



     Provision for doubtful accounts                                                                                3            2



     Deferred income taxes                                                                                          5         (22)       (9)



     Losses from disposition of assets                                                                              1            6



     Losses and impairment on investments                                                                           1           18



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                     (2)                     3



     Unbilled revenue, net                                                                                       (72)        (51)      (78)



     Prepaid expenses, net                                                                                          4          (2)       (5)



     Other payroll assets                                                                                       (259)        (72)        10



     Accounts payable and other current liabilities                                                               (8)        (13)        33



     Client deposits and other client liabilities                                                                (40)           9       (37)



     Accrued wages                                                                                                 77           65         60



     Accrued health insurance costs, net                                                                            1                      2



     Accrued workers' compensation costs, net                                                                    (12)         (8)       (7)



     Payroll taxes payable and other payroll withholdings                                                         351          158      (166)



     Operating lease liabilities                                                                                 (17)        (17)      (13)



     Other assets                                                                                                (38)        (55)      (60)



     Other liabilities                                                                                            (7)         (2)       (2)



     
                  Net cash provided by operating activities                                                     545          562        218



     
                Investing activities



     Purchases of marketable securities                                                                         (276)       (410)     (444)



     Proceeds from sale and maturity of marketable securities                                                     286          469        349



     Acquisitions of property and equipment and projects in process                                              (75)        (56)      (40)



     Acquisitions of subsidiaries, net of cash acquired                                                             -       (229)



     Other Investments                                                                                            (5)



     
                  Net cash used in investing activities                                                        (70)       (226)     (135)



     
                Financing activities



     Repurchase of common stock                                                                               (1,122)       (523)      (94)



     Proceeds from issuance of common stock                                                                        15           11         11



     Payment of long-term financing costs and debt issuance costs                                                 (9)                   (9)



     Proceeds from issuance of 2031 Notes                                                                         400



     Proceeds from issuance of 2029 Notes                                                                           -                   500



     Repayment of borrowings                                                                                        -                 (370)



     Proceeds from revolving credit agreement borrowings                                                          695



     Repayment of borrowings under revolving credit agreement                                                   (495)



     Awards effectively repurchased for required employee withholding taxes                                      (30)        (24)      (26)



     
                    Net cash provided by (used in) financing activities                                       (546)       (536)        12



     
                    Effect of exchange rate changes on cash and cash equivalents                                  -         (1)



     
                    Net increase (decrease) in cash and cash equivalents, unrestricted and restricted          (71)       (201)        95



     
                Cash and cash equivalents, unrestricted and restricted:



     
                Beginning of period                                                                           1,537        1,738      1,643



     
                End of period                                                                                $1,466       $1,537     $1,738





     
                Supplemental disclosures of cash flow information



     Interest paid                                                                                                $25          $18         12



     Income taxes paid, net                                                                                       114          128        129



     
                Supplemental schedule of noncash investing and financing activities



     Payable for purchase of property and equipment                                                                $4           $6          3



     Acquisitions of subsidiaries paid in stock                                                         
     
     $       -         $17

Non-GAAP Financial Measures

In addition to the selected financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long term and provide information that we use to maintain and grow our business.

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



     
     Non-GAAP Measure               
     
                Definition                             How We Use The Measure



     
     Adjusted EBITDA                  -- Net income, excluding the effects    -- Provides period-to-period comparisons
                                          of:                                    on a

                                       
     - income tax provision,                consistent basis and an understanding as
                                                                                 to

                                         -interest expense, bank fees and
                                          other,                                how our management evaluates the

                                       
     - depreciation,                        effectiveness of our business strategies
                                                                                 by

                                         -amortization of intangible assets,    excluding certain non-recurring costs,
                                                                                 which

                                         -stock based compensation expense,     include transaction and integration
                                                                                 costs, as

                                         -amortization of cloud computing       well as certain non-cash charges such as


                                       
     arrangements, and                      depreciation and amortization, and stock-

                                         -transaction and integration costs.    based compensation and certain impairment

                                                                                charges recognized based on the estimated

                                                                                fair values. We believe these charges are

                                                                                either not directly resulting from our
                                                                                 core

                                                                                operations or not indicative of our
                                                                                 ongoing

                                                                              
     operations.

                                                                                -- Enhances comparisons to 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 total revenues.



     
     Adjusted Net Income              -- Net income, excluding the effects    -- Provides information to our
                                          of:                                    stockholders and

                                         -effective income tax rate (1),        board of directors to understand how our

                                         -stock based compensation,             management evaluates our business, to
                                                                                 monitor

                                         -amortization of intangible assets,    and evaluate our operating results, and
                                          net,                                   analyze

                                         - non-cash interest expense (2),       profitability of our ongoing operations
                                                                                 and trends

                                         -transaction and integration costs,    on a consistent basis by excluding
                                          and                                    certain non-

                                         -the income tax effect (at our
                                          effective tax                       
     cash charges.

                                         rate (1) of these pre-tax
                                          adjustments.



     
     Corporate Operating Cash Flows   -- Net cash provided by (used in)       -- Provides information that our
                                          operating                              stockholders and

                                         activities, excluding the effects      management can use to evaluate our cash
                                          of:                                    flows

                                         -Assets associated with WSEs           from operations independent of the
                                          (accounts                              current assets

                                         receivable, unbilled revenue,
                                          prepaid                               and liabilities associated with our WSEs.

                                         expenses, other payroll assets and     -- Enhances comparisons to prior periods
                                          other                                  and,

                                       
     current assets) and                    accordingly, used as a liquidity measure
                                                                                 to manage

                                         -Liabilities associated with WSEs      liquidity between corporate and WSE
                                          (client                                related

                                         deposits and other client              activities, and to help determine and
                                          liabilities, accrued                   plan our cash

                                         wages, payroll tax liabilities and
                                          other payroll                       
     flow and capital strategies.

                                         withholdings, accrued health
                                          insurance

                                         costs, accrued workers' compensation
                                          costs,

                                         insurance premiums and other
                                          payables, and

                                         other current liabilities).




     (1)   Non-GAAP effective tax rate is 25.6% for the fourth quarter and full year of 2023 and 25.5% for the fourth quarter and full year of 2022, 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 and loss on a terminated derivative.

Reconciliation of GAAP to Non-GAAP Measures

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


                                                                        Three Months Ended                        Year Ended
                                                           December 31,
                                                                                                      December 31,



     (in millions)                                        2023           2022                 2023      2022



     Net income                                            $67            $49                 $375      $355



     Provision for income taxes                             19             16                  126       127



     Stock based compensation                               16             16                   59        62



     Interest expense, bank fees and other (1)              16              5                   40        39



     Depreciation and amortization of intangible assets     19             18                   72        64



     Amortization of cloud computing arrangements            1              1                    8         4



     Transaction and integration costs                       2              6                   17        37



     
                Adjusted EBITDA                         $140           $111                 $697      $688



     
                Adjusted EBITDA Margin                11.2 %         9.0 %              14.2 %   14.1 %




     
     (1) 2022 Interest expense, bank fees and other includes $17M of realized investments losses on sales and impairments
              related to AFS securities.

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


                                                                                         Three Months Ended                      Year Ended
                                                                           December 31,
                                                                                                                    December 31,



     (in millions, except per share data)                                 2023          2022                2023    2022



     Net income                                                            $67           $49                $375    $355



     Effective income tax rate adjustment                                  (3)                             (2)      5



     Stock based compensation                                               16            16                  59      62



     Amortization of intangible assets                                       5             5                  20      18



     Non-cash interest expense                                               1                                2       1



     Transaction and integration costs                                       2             6                  17      37



     Income tax impact of pre-tax adjustments                              (6)          (6)               (25)   (30)



     
                Adjusted Net Income                                      $82           $71                $446    $448



     
                GAAP weighted average shares of common stock - diluted    51            62                  57      64



     
                Adjusted Net Income per share - diluted                $1.60         $1.11               $7.81   $7.07

The table below presents a reconciliation of net cash provided by operating activities to Corporate Operating Cash flows:


                                                                               Year Ended

                                                                               December 31,



     (in millions)                                                       2023     2022



     Net cash provided by operating activities                           $545     $562



       Less: Change in WSE related other current assets                 (329)   (149)



       Less: Change in WSE related liabilities                            335      214



     
                Net cash used in operating activities - WSE              $6      $65



     
                Net cash provided by operating activities - Corporate  $539     $497

Reconciliation of GAAP to Non-GAAP Measures for the first quarter and full-year 2024 guidance.

Low and high percentages represent increases (decreases) from the same periods in the previous year.

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


                                                                          Q1 2023        Q1 2024 Guidance        FY 2023            Year 2024 Guidance



     (in millions, except per share data)                                Actual    Low                   High     Actual      Low                     High



     Net income                                                             $131 (29) %                  (1) %        $375   (38) %                   (17) %



     Effective income tax rate adjustment                                      3  (108)                   (77)         (2)      98                         1



     Stock based compensation                                                 11     39                      39           59       17                        17



     Amortization of intangible assets                                         6   (13)                   (13)          20      (5)                      (5)



     Non-cash interest expense                                                    (25)                   (25)           2     (39)                     (39)



     Transaction and integration costs                                         5  (100)                  (100)          17    (100)                    (100)



     Income tax impact of pre-tax adjustments                                (6)   (6)                    (6)        (25)     (9)                      (9)



     
                Adjusted Net Income                                       $150 (28) %                  (3) %        $446   (34) %                   (16) %



     
                GAAP weighted average shares of common stock - diluted      60                                        57



     
                Adjusted Net Income per share - diluted                  $2.49  $2.10                   $2.85        $7.81    $5.80                     $7.35

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SOURCE TriNet Group, Inc.