SecProbe.io

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 January 26, 2026

Mala Murthy
Executive VP and Chief Financial Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568

 Re: TriNet Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-36373
Dear Mala Murthy:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 December 23, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

 Attention: Valeria Franks

 Keira Nakada

 Re: TriNet Group, Inc.

 Form 10-K for the fiscal year ended December 31, 2024

 Filed February 13, 2025

 File No. 001-36373

 Dear Ms. Franks and Ms. Nakada:

 We received your letter dated December 12,
2025, setting forth comments from the staff of the U.S. Securities and Exchange Commission (the " Staff " or the " SEC ")
with respect to our above-referenced report filed under the Securities Exchange Act of 1934. 1 Our responses to your comments
are set forth below. References to " we ", " our ", " TriNet " and " the Company "
refer to TriNet Group, Inc. and its consolidated subsidiaries.

 Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Non-GAAP Financial Measures, page 38

 1. Please tell us how you considered Question 100.03 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations
when adjusting for interest expense while not adjusting for interest income in your non-GAAP measure, adjusted EBITDA.

 Background

 As a leading provider of HR solutions for SMBs in the U.S.,
one of the core services we offer is helping our clients manage their employee compensation by providing multi-state payroll processing.
This involves holding and moving client funds intended for client payroll and related taxes. In 2024, we processed approximately $73 billion
of payroll and payroll taxes on behalf of our clients.

 1 Capitalized terms
not otherwise defined herein have the meanings given in the above-referenced report.

 One Park Place, Suite 600, Dublin, CA 94568 |
t: 510.352.5000 | TriNet.com

 As a result of the high volume of client funds we process,
we earn interest income on cash balances that pass through our bank accounts in the day-to-day processing of client payroll. The high volume of cash that we process in turn results in a high volume of earned interest, which our management views as a key source of revenue
to offset our operating costs.

 In our PEO business, we utilize our scale to provide our
WSEs access to employee benefit and insurance programs with features and at costs that we believe many of our clients would be unable
to obtain on their own. These insurance programs include both health and workers' compensation insurance. Under these insurance
programs, we pay premiums to third-party insurance carriers and reimburse insurance carriers or third-party administrators for claims
payments within our insurance deductible layer, where applicable. We hold assets to support our liabilities under these insurance policies
and earn interest on those assets. Accordingly, this interest income is also related to our core operations.

 We designate the majority of our cash as restricted to
inform the users of our financial statements how much cash is designated to fund payroll amounts and support liabilities to
insurance companies. However, we hold our own corporate cash in the same operating bank accounts, which helps to support the
efficient flow of client funds in case of occasional timing issues with receiving client funds for WSE payroll. As a result, cash
that is not core to our operations is typically not segregated in separate bank accounts from our core operations until it is
deployed for corporate purposes.

 In light of this operating model, we do not segregate our
interest income between core and non-core interest income (consistent with our treatment of cash) and we believe that the vast majority
of our interest income is a fundamental component of the core operation and revenue of our business.

 Our Use of Non-GAAP Measures

 In calculating our non-GAAP measure, adjusted EBITDA, we
exclude those charges that do not directly result from our core operations or that are not indicative of our ongoing operations.

 We have carefully evaluated both negative and positive amounts
in determining the appropriateness of the adjustments included in adjusted EBITDA in accordance with Question 100.03.

 In our case, earning interest on the cash and investments
we hold to process payroll and support insurance-related liabilities is a core part of our operations. In contrast, interest expense primarily
relates to our long-term debt and is not core to our operations. As a result, interest expense is not related to our core operations,
we believe it should be excluded from the calculation of our adjusted EBITDA measure.

 One Park Place, Suite 600, Dublin, CA 94568 |
t: 510.352.5000 | TriNet.com

 We will continue to evaluate all specific gains and losses
in determining the appropriateness of the adjustments included in adjusted EBITDA in order to ensure that the measure is relevant and
meaningful to users of our financial information.

 We appreciate the Staff's consideration
of our position and we will make ourselves available to provide any further clarity on our above points with staff of the Division of
Corporate Finance. We request that the Staff contact the undersigned at (510) 352-5000 with any questions or comments regarding this response.

 Respectfully submitted,

 TriNet Group, Inc.

 /s/ Mala Murthy

 By: Mala Murthy

 EVP, Chief Financial Officer and Principal Financial Officer

 Cc:

 Mike Simonds, President and Chief Executive Officer

 Sidney Majalya , SVP, Chief Legal Officer

 Chris Herrmann, Deloitte & Touche LLP

 Sarah K. Solum, Freshfields US LLP

 One Park Place, Suite 600, Dublin, CA 94568 |
t: 510.352.5000 | TriNet.com

December 12, 2025
Mala Murthy
Executive VP and Chief Financial Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568
Re:TriNet Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-36373
Dear Mala Murthy:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis
Non-GAAP Financial Measures, page 38
1.Please tell us how you considered Question 100.03 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations when adjusting for interest
expense while not adjusting for interest income in your non-GAAP measure, adjusted
EBITDA.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

December 12, 2025
Page 2
            Please contact Valeria Franks at 202-551-7705 or Keira Nakada at 202-551-3659 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 9, 2021
Burton Goldfield
Chief Executive Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568
Re:TriNet Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 16, 2021
File No. 001-36373
Dear Mr. Goldfield:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

July 26, 2021

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 Attention: Keira Nakada

Rufus Decker

Re: TriNet Group, Inc.

Form 10-K for the fiscal year ended December 31, 2020

Filed February 16, 2021

File No. 001-36373

Dear Ms. Nakada and Mr. Decker:

We received your letter
dated July 12, 2021 setting forth comments from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “SEC”) with respect to our above-referenced report filed under the Securities Exchange Act of 1934. Our responses
to your comments are set forth below. References to “we”, “our”, “TriNet” and
 “the Company” refer to TriNet Group, Inc. and its consolidated subsidiaries.

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 34

 1. We note your response
to comment one. Your presentation of Net Service Margin does not contemplate any cost of generating professional services revenue. In
addition, while Net Service Margin and Net Insurance Service Margin contemplate insurance costs, which you previously disclosed as substantially
pass-through costs, they do not contemplate any of the costs incurred to generate the related revenue. In this regard, we believe that
the presentation of these measures fails to comply with Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations. Please
revise accordingly.

Thank you for clarifying the Staff’s
earlier comment. We withdraw our proposal to disclose Net Service Margin and Net Insurance Service Margin. In addition, in our future
filings starting with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, we will remove references to Net Service
Revenue and Net Insurance Service Revenue. We will highlight our intention to cease disclosing these measures in our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2021.

One Park Place, Suite 600, Dublin,
CA 94568

Phone 866.344.6688 • Fax 510.352.6480
 • TriNet.com

To provide analysts and investors with
insight into our insurance cost trends and our insurance price to risk performance, starting with our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021, we will include a new performance metric called Insurance Cost Ratio (ICR). ICR is the ratio of
our GAAP insurance costs to our GAAP insurance service revenues. This performance metric is analogous to an insurance company loss ratio
of incurred claims costs to premium revenue. For your convenience, attached as Appendix A is a current draft of our proposed ICR disclosure
to be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. In addition, to help analysts and investors
prepare for these future changes, we will also disclose the ratio of our GAAP insurance costs to our GAAP insurance service revenues in
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

We will make ourselves
available to provide any further clarity requested by the Division of Corporate Finance or the Office of the Chief Accountant. We request
that the Staff contact the undersigned at (510) 352-5000 with any questions or comments regarding this response.

Respectfully submitted,

TriNet Group, Inc.

    /s/ Kelly Tuminelli

    By: Kelly Tuminelli

    EVP, Chief Financial Officer and Principal Financial Officer

Cc:

Christine Adams, U.S. Securities & Exchange
Commission, Office of the Chief Accountant

Burton M. Goldfield, President and Chief
Executive Officer

Samantha Wellington, SVP, Chief Legal Officer

Jonathan Lee, VP, Chief Accounting Officer

James Bodner, Deloitte & Touche LLP

Sarah K. Solum, Freshfields Bruckhaus
Deringer LLP

One Park Place, Suite 600, Dublin,
CA 94568

Phone 866.344.6688 • Fax 510.352.6480
 • TriNet.com

ANNEX A

Insurance Cost Ratio Example Disclosure

Operating Metrics

Insurance Cost Ratio (ICR)

ICR is a performance measure calculated as the
ratio of insurance costs to insurance service revenues. We believe that ICR promotes an understanding of our insurance cost trends and
our ability to align our relative pricing to risk performance.

We purchase workers' compensation and health benefits
coverage for our colleagues and WSEs. Under the insurance policies for this coverage, we bear claims costs up to a defined deductible
amount. Our insurance costs, which comprise a significant portion of our overall costs, are significantly affected by our WSEs’
health and workers' compensation insurance claims experience. We set our insurance service fees for workers’ compensation and health
benefits in advance for fixed benefit periods. As a result, increases in these insurance costs above our projections, reflected as a higher
ICR, result in lower net income, and decreases in these insurance costs below our projections, reflected as a lower ICR, result in higher
net income.

Under our fully-insured workers' compensation
insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer). The ultimate cost of the workers’
compensation services provided cannot be known until all the claims are settled. Our ability to predict these costs is limited by unexpected
increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements.

Under our risk-based health insurance policies,
we assume the risk of variability in future health claims costs for our enrollees. This variability typically results from changing trends
in the volume, severity and ultimate cost of medical and pharmaceutical claims, due to changes to the components of MCT. These trends
change, and other seasonal trends and variability may develop. As a result, it is difficult for us to predict our insurance costs with
accuracy and a significant increase in these costs could have a material adverse effect on our business.

In 2021, ICR decreased as stay-at-home orders
and social distancing practices reduced WSEs medical services utilization in the first month of the quarter, resulting in lower insurance
costs. This was partially offset by a return to more normal utilization by end of March 2021, combined with COVID-19 testing, treatment
and vaccination costs in 2021.

    Three Months Ended March 31,

    (in millions)
    2021
    2020

    Insurance costs
    $ 751
    $ 765

    Insurance service revenues
    $ 907
    $ 892

    Insurance Cost Ratio
      83 %
      86 %

One Park Place, Suite 600, Dublin,
CA 94568

Phone 866.344.6688 • Fax 510.352.6480
 • TriNet.com

United States securities and exchange commission logo
July 12, 2021
Burton Goldfield
Chief Executive Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568
Re:TriNet Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Response Dated June 25, 2021
File No. 001-36373
Dear Mr. Goldfield:
            We have reviewed your June 25, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 14, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 34
1.We note your response to comment one.  Your presentation of Net Service Margin does
not contemplate any cost of generating professional services revenue.  In addition, while
Net Service Margin and Net Insurance Service Margin contemplate insurance costs, which
you previously disclosed as substantially pass-through costs, they do not contemplate any
of the costs incurred to generate the related revenue.  In this regard, we believe that the
presentation of these measures fails to comply with Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations.  Please revise accordingly.

 FirstName LastNameBurton Goldfield
 Comapany NameTriNet Group, Inc.
 July 12, 2021 Page 2
 FirstName LastName
Burton Goldfield
TriNet Group, Inc.
July 12, 2021
Page 2

            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

June 25, 2021

VIA EDGAR and email

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Attention:
    Keira Nakada

    Rufus Decker

Re: TriNet Group, Inc.

Form 10-K for the fiscal year ended December 31, 2020

Filed February 16, 2021

File No. 001-36373

Dear Ms. Nakada and Mr. Decker:

We received your letter
dated June 14, 2021 setting forth comments from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “SEC”) with respect to our above-referenced report filed under the Securities Exchange Act of 1934. Our responses
to your comments are set forth below. References to “we”, “our”, “TriNet” and
 “the Company” refer to TriNet Group, Inc. and its consolidated subsidiaries.

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 34

 1. We read your response to comment 1 and your proposed presentation of Net Service Margin and Net
Insurance Services Margin. Your definitions exclude the Cost of Providing Services line item, which you describe as costs that are controllable.
Please tell us in more detail about the nature of these costs, how they differ from your variable costs of service and why presenting
these margins is appropriate without them.

Background

Our clients are billed for professional
services and insurance services on a fee per worksite employee per month basis. We refer to our worksite employees as “WSEs”.
We earn both Professional Service Revenue and Insurance Service Revenue on our WSEs. As a result, we measure and disclose volume based
on the number of WSEs that we serve. Increases or decreases in our WSEs result in corresponding increases or decreases in our Professional
Service Revenue, Insurance Service Revenue and our Insurance Costs. However, our Cost of Providing Services does not vary directly based
on changes in the volume of our WSEs, as described below.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

Cost of Providing Services

Our Cost of Providing Services line
item includes certain operating expenses related to providing both professional services and insurance services for our clients. These
costs consist of employee compensation, rent, technology, and overhead costs for the payroll processing, tax administration, health insurance
benefit administration, customer service and other professional employer organization (“PEO”) services that make up
our professional services and insurance services. Similar to other operating expenses, such as Sales and Marketing and General and Administrative
Costs, our Cost of Providing Services generally does not vary with or in proportion to changes in our volume of WSEs, or changes in our
Professional Service Revenue or Insurance Service Revenue. Our Cost of Providing Services can change based on management decisions on
staffing levels, employee compensation, office size and location, and use of technology, but these costs are mostly fixed in the short-term.

Insurance Costs

In contrast, our Insurance Costs include
payments to insurance carriers for WSE premiums and reimbursement of WSE claims, and these costs generally vary with and in proportion
to changes in our Insurance Service Revenue. Insurance Costs are variable costs because they are driven by changes in our volume of WSEs,
by health benefit election changes made by WSEs, and by WSE decisions regarding when and how to access medical services (which we refer
to as medical services utilization). Changes to WSE health benefit elections can occur when WSEs enroll in or change their benefits coverage,
add dependents, or select plans with different deductibles.

Increases or decreases in our volume
of WSEs and increases or decreases in WSE health benefit elections by WSEs cause corresponding increases or decreases in both Insurance
Service Revenue and Insurance Costs. Because Insurance Costs vary with changes in our WSE volume and Insurance Service Revenue, this line
item differs from our Cost of Providing Services, which is mostly fixed in the short-term.

Net Service Margin and Net Insurance
Service Margin

In response to the Staff’s request
to explain why it is appropriate to present Net Service Margin and Net Insurance Service Margin excluding our Cost of Providing Services,
we note that Net Service Margin and Net Insurance Service Margin are analogous to contribution margins that are available to us to pay
our fixed costs, including our Cost of Providing Services.

A contribution margin is calculated
as revenue less variable costs and represents the aggregate amount of revenue available after variable costs to cover fixed costs and
generate a return. A variable cost is an expense that changes in proportion to sales volume. We measure and disclose volume based on the
number of WSEs that we serve. As discussed above, increases or decreases in our WSE volume result in corresponding increases or decreases
in our Professional Services Revenue, Insurance Services Revenue and Insurance Costs. Our Insurance Costs thus represent variable costs.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

Conversely, a fixed cost is a cost that
does not change with increases or decreases in sales volume. As discussed above, increases or decreases in our WSE volume do not result
in changes in our Cost of Providing Services, and thus represent a fixed cost.

Net Service Margin can be calculated
as Total Revenue less our Insurance Costs (which are variable). This measure excludes our Cost of Providing Services (which are fixed),
as well as other operating expenses. We believe Net Service Margin is an important metric for users of our financial statements because
it allows investors to zero in on the growth (or decline) of TriNet’s contribution margin from professional services and insurance
services, net of changes in variable Insurance Costs. It is worth noting that Net Service Margin is a common metric used by equity analysts
that cover PEOs along with other tech-enabled service companies when writing research reports for their investors. This concept is very
analogous to several industries, such as the payment processing industry that presents a contribution margin consisting of GAAP Revenue
less variable interchange fees, or the oil and gas industry that presents crack spread, representing the difference between the selling
price of finished products and the purchase price of crude oil.

Net Insurance Service Margin can be
calculated as Insurance Services Revenue less our Insurance Costs (which are variable), and it represents the contribution margin from
our insurance services. Net Insurance Service Margin is a performance measure of our insurance pricing adequacy, which we believe is important
for our investors because it illustrates the impact of changes in the rate (resulting, for example, from WSE medical services utilization
or workplace accident frequency and severity) for Insurance Costs independent of changes in our volume of WSEs that impact both Insurance
Service Revenue and Insurance Cost.

Increases or decreases in workplace
accidents or medical services utilization by WSEs cause a change in our rate for Insurance Costs, measured as Insurance Cost per WSE.
While our Insurance Costs vary with and in proportion to changes in the volume of our WSEs and Insurance Service Revenue, the fees we
charge per WSE for insurance services are established at the inception of the contract and do not change as a result of these rate changes.
By excluding our Professional Service Revenue and Cost of Providing Services (which are fixed costs), we provide users of our financial
statements with an important performance measure of the adequacy of our pricing for insurance services. For instance, in periods where
we have increased WSE volume, but underpriced our insurance risk (for example, by underestimating WSE medical services utilization or
the frequency or severity of workplace accidents), this measure would illustrate the decrease in margin despite the growth in Insurance
Service Revenue.

If we instead include our fixed Cost
to Provide Services in these contribution margins, we would effectively be disclosing aggregated gross margins. We believe that aggregated
measures are less useful to users of our financial statement because such metrics are distorted by management resourcing decisions, which
are appropriately classified in our Cost of Providing Services. We believe that an aggregated approach would be unhelpful to users of
our financial statements, who we believe seek to understand the contribution margin earned from our Total Revenue and the adequacy of
our pricing for insurance services, independent of our fixed Cost of Providing Services. By disclosing and discussing the material changes
in these contribution margins period over period, while separately discussing changes in our Cost of Providing Services, we believe we
provide additional important and relevant information at a disaggregated level to the users of the financial statements.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

 2. We read your response to comment 2. By including Net Service Margin as the denominator in the calculation
of Adjusted EBITDA margin, you are effectively presenting Net Service Margin as a substitute for GAAP revenue. However, your response
to comment 1 indicates that you are presenting Net Service Margin and Net Insurance Services Margin as types of gross profit, more akin
to contribution-type measures, rather than as substitutes for GAAP revenue. As such, please revise to exclude any ratio utilizing Net
Service Margin as the denominator.

Thank you for clarifying the Staff’s
earlier comment. In our future filings, we will revise our Adjusted EBITDA Margin metric to use Total Revenue (calculated under GAAP)
as the denominator. In order to help users of our financial statements understand this change, we request that we use our June 30, 2021
financial filing period as a transition period where we present both the metric we have formerly been disclosing as Adjusted EBITDA Margin
and our new, revised Adjusted EBITDA Margin, using GAAP Total Revenue, as the denominator.

We appreciate the Staff’s
consideration of our position and responses to our May 20, 2021 letter, and we will make ourselves available to provide any further clarity
requested by the Division of Corporate Finance or the Office of the Chief Accountant. We request that the Staff contact the undersigned
at (510) 352-5000 with any questions or comments regarding this response.

Respectfully submitted,

    TriNet Group, Inc.

    /s/
    Kelly Tuminelli

    By: Kelly Tuminelli

    EVP, Chief Financial Officer and Principal Financial Officer

Cc:

Christine Adams, U.S. Securities & Exchange
Commission, Office of the Chief Accountant

Burton M. Goldfield, President and Chief
Executive Officer

Samantha Wellington, SVP, Chief Legal Officer

Jonathan Lee, VP, Chief Accounting Officer

James Bodner, Deloitte & Touche LLP

Sarah K. Solum, Freshfields Bruckhaus
Deringer LLP

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

United States securities and exchange commission logo
June 14, 2021
Burton Goldfield
Chief Executive Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568
Re:TriNet Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Response Dated May 20, 2021
File No. 001-36373
Dear Mr. Goldfield:
            We have reviewed your May 20, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 29, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 34
1.We read your response to comment 1 and your proposed presentation of Net Service
Margin and Net Insurance Services Margin.  Your definitions exclude the Cost of
Providing Services line item, which you describe as costs that are controllable.  Please tell
us in more detail about the nature of these costs, how they differ from your variable costs
of service and why presenting these margins is appropriate without them.
2.We read your response to comment 2.  By including Net Service Margin as the
denominator in the calculation of Adjusted EBITDA margin, you are effectively
presenting Net Service Margin as a substitute for GAAP revenue.  However, your

 FirstName LastNameBurton Goldfield
 Comapany NameTriNet Group, Inc.
 June 14, 2021 Page 2
 FirstName LastName
Burton Goldfield
TriNet Group, Inc.
June 14, 2021
Page 2
response to comment 1 indicates that you are presenting Net Service Margin and Net
Insurance Services Margin as types of gross profit, more akin to contribution-type
measures, rather than as substitutes for GAAP revenue.  As such, please revise to exclude
any ratio utilizing Net Service Margin as the denominator.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

May 20, 2021

VIA EDGAR and email

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 Attention: Keira Nakada

Rufus Decker

Re: TriNet Group, Inc.

Form 10-K for the fiscal year ended December 31, 2020

Filed February 16, 2021

File No. 001-36373

Dear Ms. Nakada and Mr. Decker:

We
received your letter dated April 29, 2021 (the “letter”) setting forth comments from the staff of the U.S. Securities
and Exchange Commission (the “Staff” or the “SEC”) with respect to our above-referenced report filed
under the Securities Exchange Act of 1934. Our responses to your comments are set forth below. References to “we”,
 “our”, “TriNet” and “the Company” refer to TriNet Group, Inc. and its consolidated
subsidiaries.

Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 34

 1. In presenting net service revenues and net insurance
service revenues, you comingle revenues and expenses and state that these non-GAAP measures provide a comparable basis of revenues on
a net basis. Please tell us why you believe these non-GAAP measures do not substitute individually-tailored recognition and measurement
methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

As requested, we have considered Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and related Staff guidance. In considering Question
100.04, we respectfully point out that our use of net service revenues (NSR) and net insurance services revenue (NISR) does not accelerate
the recognition of any revenue in any period or alter net income in any way. Instead, our inclusion of NSR and NISR are intended to provide
investors additional transparency and to facilitate an additional means for investors of analyzing our results.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

We believe that our non-GAAP financial
measures, NSR and NISR, constitute supplemental measures that are necessary for an understanding of our results of operations and are
therefore both appropriate and helpful for our investors under Regulation S-K and related SEC guidelines and interpretations pertaining
to MD&A disclosures. We believe that these measures do not substitute individually-tailored recognition and measurement methods for
those of GAAP, but instead provide investors with important key financial performance indicators that are utilized by management to assess
our operating results, evaluate the business and make operational decisions on a prospective basis. For example, we use NSR to help manage
our consolidated operating expenses for our different business functions and we have used the measure in the determination of incentive
compensation for management. NISR helps investors understand our pricing to risk performance. As a result, investors benefit from our
disclosure of these non-GAAP measures. NSR is also important because the revenue recognition methods under GAAP for our professional services
revenues and insurance service revenues differ in that the former is recognized net of client payroll costs while the latter is recognized
on a gross basis. While these methods of revenue recognition are appropriate, our disclosure of NSR enables investors to quickly grasp
the net amount of revenue we retain after consideration of the variable, worksite employee (WSE)-related insurance costs incurred to generate
such revenue.

Although
we have historically compared and reconciled these measures to our GAAP revenue, in reviewing the Staff guidance we believe that it may
be appropriate to instead compare NSR and NISR to gross margin, which is defined in the FASB Master Glossary as “The excess
of sales over cost of goods sold. Gross margin does not consider all operating expenses.” While we have not previously disclosed
GAAP gross margin, we believe this is the most directly comparable measure other than GAAP revenue because GAAP gross margin includes
all the components that we use to calculate NSR and NISR. Therefore, to avoid any implication that NSR and NISR substitute individually-tailored
recognition and measurement methods for those of GAAP revenue, while still providing investors with important key financial performance
indicators, in future filings, beginning with our next earnings release and Quarterly Report on Form 10-Q after the Staff’s comments
have been resolved, we propose to rename NSR and NISR and modify our disclosure to compare and reconcile such measures to GAAP gross
margin as follows:

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

    Non-GAAP Measure
    Definition
    How We Use The Measure

    Net Service Revenues Margin

    •
Sum of professional service revenues and Net Insurance Service Revenues, or

Gross margin
excluding cost of providing services and depreciation and amortization.

    •
Provides a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs
whereas insurance service revenues are presented gross of insurance costs for financial reporting purposes.

    •
Provides a measure of the adjusted gross margin earned by us after deduction of the variable, WSE-related
insurance costs incurred, excluding our controllable cost of providing services and non-cash depreciation and amortization, and is comparable
to GAAP gross margin.

    •
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 Margin
    • Net service margin excluding professional services revenue

    • Is a component
    of Net Service Revenues Margin.

    • Provides
    a comparable basis of revenues on a net basis. Professional service revenues are presented net of client payroll costs whereas insurance
    service revenues are presented gross of insurance costs for financial reporting purposes. Helps
    our investors understand our pricing to risk performance by providing a measure of the adjusted gross margin earned by us, that excludes
    professional services revenue, our controllable cost of providing services and non-cash depreciation and amortization. Under
    GAAP, insurance service revenues and costs are recorded gross as we have latitude in establishing the price, service and supplier specification

    Year Ended December 31,

    (in millions)
    2020
    2019
    2018

    Total revenues
    $ 4,034
    $ 3,856
    $ 3,503

    Less: Insurance costs
      2,979
      2,927
      2,610

    Less: Cost of providing services
      262
      245
      229

    Less: Depreciation and amortization
       AA
       BB
       CC

    Gross margin
    $ XX
    $  XX
    $  XX

    Add: Depreciation and amortization
       AA
       BB
       CC

    Add: Cost of providing services
      262
      245
      229

    Net Service Margin
    $ 1,055
    $ 929
    $ 893

    Less: Professional services revenue
      544
      530
      487

    Net Insurance Services Margin
    $ 511
    $ 399
    $ 406

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

 2. Please remove adjusted EBITDA margin from your filing
or use total revenues, rather than net service revenues, in the denominator of its computation.

We respectfully advise the Staff that
we believe that the Company’s current presentation of Adjusted EBITDA margin is appropriate, particularly given the modified Net
Service Margin disclosure we propose to use in our future filings. As noted above, we propose to disclose the relationship between Net
Service Margin and GAAP gross margin in our future filings. We believe that using a ratio of Adjusted EBITDA tied to a measure of adjusted
gross margin is more appropriate for our investors than using a ratio of Adjusted EBITDA to total revenue. The Company’s existing
calculation provides investors with an understanding of our overall performance by eliminating the impact that results when WSE health
benefit elections drive changes in GAAP insurance service revenue and GAAP insurance costs, without a corresponding change to Net Service
Margin.

Our GAAP insurance service revenues
and GAAP insurance costs vary with and are primarily related to each other. Our GAAP insurance services revenues include fees collected
from clients that relate to health benefit services and that are withheld from payroll payments we make to our WSEs, while our GAAP insurance
costs include premiums and reimbursement of claims paid to insurance carriers. Throughout the year, WSEs may make changes in their health
benefit elections, due to benefits open enrollment or life status changes. These changes may include selecting higher deductible, lower
fee plans; selecting lower deductible, higher fee plans; waiving coverage; electing coverage; or adding or removing dependents. These
changes in health benefit elections by WSEs cause increases or decreases in our GAAP insurance services revenue, with corresponding increases
or decreases in our GAAP insurance costs. Because of these WSE-controlled benefit election changes, if we instead use total revenues without
consideration of insurance costs when calculating Adjusted EBITDA Margin, we create a one-sided view of the impact of WSE health benefit
elections. As illustrated below, in a hypothetical scenario where WSE’s elect health benefits that decrease the Company’s
total insurance service revenues by $500, the Staff’s requested calculation would show increased relative Adjusted EBITDA Margin
even though our Net Service Margin remains consistent (and vice versa). This outcome has the potential to result in significant variation
in our reported Adjusted EBITDA Margin when in fact the net amount of margin available to pay operating expenses has not changed.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

    Year Ended
    Illustrative Example Using

    December 31,
    Changes in Insurance Services

    (in millions)
    2020
    Revenue and Costs

    Change in insurance services revenue

    $ (500 )
    $ 500

    Change in insurance costs

    $ (500 )
    $ 500

    Professional services revenue
    $ 544
    $ 544
    $ 544

    Insurance services revenue
      3,490
      2,990
      3,990

    Total revenues
    $ 4,034
    $ 3,534
    $ 4,534

    Less: Insurance costs
      2,979
      2,479
      3,479

    Net Service Margin
    $ 1,055
    $ 1,055
    $ 1,055

    Adjusted EBITDA Margin / Net Service Margin

    Numerator: Adjusted EBITDA
    $ 468
    $ 468
    $ 468

    Denominator: Net Service Margin
      1,055
      1,055
      1,055

    Adjusted EBITDA Margin
      44 %
      44 %
      44 %

    Adjusted EBITDA Margin / Total Revenue

    Numerator: Adjusted EBITDA
    $ 468
      468
      468

    Denominator: Total revenue
      4,034
      3,534
      4,534

    Adjusted EBITDA Margin
      12 %
      13 %
      10 %

To avoid the result above, which we
believe will confuse a user of our financial statements, we have concluded that in future filings, beginning with our next earnings release
and Quarterly Report on Form 10-Q after the Staff’s comments have been resolved, we propose to modify our disclosures as follows:

    Adjusted EBITDA

    •
Net income, excluding the effects of:

- income tax provision,

- interest expense, bank fees and other,

- depreciation,

- amortization of intangible assets, and

- stock based compensation expense.

    ·  Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness
    of our business strategies by excluding certain non-cash charges such as depreciation and amortization, and stock-based compensation recognized
    based on the estimated fair values. We believe these charges are either not directly resulting from our core operations or not indicative
    of our ongoing operations.

    · Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects.

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

    · We also sometimes refer to Adjusted EBITDA margin, which is the ratio of Adjusted EBITDA to Net Service Revenue Margin.

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

We appreciate the Staff’s
comments and request that the Staff contact the undersigned at (510) 352-5000 with any questions or comments regarding this letter.

Respectfully submitted,

TriNet Group, Inc.

  /s/ Kelly Tuminelli

By: Kelly Tuminelli

EVP, Chief Financial
Officer and Principal Financial Officer

Cc:

Burton M. Goldfield, President and Chief
Executive Officer

Samantha Wellington, SVP, Chief Legal Officer

Jonathan Lee, VP, Chief Accounting Officer

James Bodner, Deloitte & Touche LLP

Sarah K. Solum, Freshfields Bruckhaus
Deringer LLP

    One Park Place, Suite 600, Dublin, CA 94568

Phone 866.344.6688 • Fax 510.352.6480 • TriNet.com

CORRESP
1
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  May 4, 2021

VIA EDGAR

  Silicon Valley

2710 Sand Hill Road

Menlo Park, CA 94025

T +1
650 618 9250 (Switchboard)

	   +1 212-277-4004 (Direct)

F  +1 646 521 5604

	www.freshfields.com

doc id    US4397667

our ref              SS

client-matter
no.	174165-0003

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Keira Nakada

 Re: TriNet Group, Inc.

Form 10-K for the fiscal year ended
December 31, 2020

Filed February 16, 2021

File No. 001-36373

Dear Ms. Nakada,

I am writing on behalf of
our client TriNet Group, Inc. (“TriNet”) in regard to the Staff’s comment letter dated April 29, 2021 (the “Comment
Letter”) to the TriNet annual report on Form 10-K for the year ended December 31, 2020. On behalf of TriNet, we hereby request
an additional 10 business days to respond to the Comment Letter, with a revised due date of May 27, 2021. Based on the voicemail left
for me on May 3, 2021, I understand this to be acceptable to the Staff and confirm, on behalf of TriNet, that TriNet will respond to the
Comment Letter no later than May 27, 2021.

TriNet appreciates the Staff’s
willingness to allow TriNet time to carefully consider and respond to the Comment Letter. If you have any questions, please contact me
at (650) 575-3591 or Sarah.Solum@freshfields.com.

    Sincerely,

    /s/ Sarah Solum

    Sarah Solum

 cc: Burton Goldfield, CEO

Kelly Tuminelli, CFO

Jonathan Lee, CAO

Samantha Wellington, CLO

(TriNet Group, Inc.)

United States securities and exchange commission logo
April 29, 2021
Burton Goldfield
Chief Executive Officer
TriNet Group, Inc.
One Park Place, Suite 600
Dublin, CA 94568
Re:TriNet Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 16, 2021
File No. 001-36373
Dear Mr. Goldfield:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 34
1.In presenting net service revenues and net insurance service revenues, you comingle
revenues and expenses and state that these non-GAAP measures provide a comparable
basis of revenues on a net basis.  Please tell us why you believe these non-GAAP
measures do not substitute individually-tailored recognition and measurement methods for
those of GAAP.  Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
2.Please remove adjusted EBITDA margin from your filing or use total revenues, rather
than net service revenues, in the denominator of its computation.

 FirstName LastNameBurton Goldfield
 Comapany NameTriNet Group, Inc.
 April 29, 2021 Page 2
 FirstName LastName
Burton Goldfield
TriNet Group, Inc.
April 29, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
August 31 , 2017

Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc .
1100 San Leandro Blvd ., Suite 400
San Leandro , CA 94 577

Re: TriNet Group, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 28, 2017
File No. 1-36373

Dear Mr. Goldfield :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

CONFIDENTIAL
TREATMENT REQUESTED BY TRINET GROUP, INC. PURSUANT TO 17 CFR 200.83

***Text
Omitted and Filed Separately with the Securities and Exchange Commission

August 18, 2017

William H. Thompson

Accounting Branch Chief

Yolanda Guobadia

Staff Accountant

Office of Consumer Products

U.S. Securities and Exchange Commission

Mail Stop 3561

Washington D.C. 20549

 Re: TriNet Group, Inc.

Form 10-K
for Fiscal Year Ended December 31, 2016 (“Form 10-K”)

Filed February
28, 2017

File No. 1-36373

Dear
Mr. Thompson and Ms. Guobadia:

We
received your letter dated July 18, 2017 (the “letter”) setting forth comments from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) with respect to our above-referenced
report filed under the Securities Exchange Act of 1934. Our responses to your comments are set forth below. References to “we”,
“our”, “TriNet” and “the Company” refer to TriNet Group, Inc. and its consolidated subsidiaries.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Judgements and Estimates

Insurance
Loss Reserves, page 45

 1. We
                                         note that changes in estimates and assumptions related to your insurance and workers’
                                         compensation loss reserves could materially impact your financial statements if actual
                                         experience differs from the estimates and assumptions used in establishing the reserves.
                                         Please tell us your consideration of providing a sensitivity analysis based on outcomes
                                         that are reasonably likely to occur if reasonably likely changes in such estimates and
                                         assumptions used would have a material effect on your results of operations and financial
                                         condition. Similar analysis should be provided for health benefits loss reserves, to
                                         the extent applicable. Refer to Item 303(a)(3)(ii) of Regulation S-K.

***CONFIDENTIAL TREATMENT REQUESTED BY TRINET GROUP, INC.

We
have considered Item 303(a)(3)(ii) of Regulation S-K and related SEC guidance and have concluded that in future filings, beginning
with our Annual Report on Form 10-K for the fiscal year ending December 31, 2017, we will expand our disclosure to include sensitivity
to changes in the key assumptions for the workers’ compensation and health benefit loss reserves as follows:

Workers’
Compensation Loss Reserves

“We
believe that our estimate of workers’ compensation loss reserves are most sensitive to loss development factors given the
long reporting and paid development patterns for our workers' compensation loss costs. Our reserving methods rely on these loss
development factors and an estimate of future cost trend.

The
following table illustrates the sensitivity of changes in the loss development factor on our estimate of insurance costs:

    Change
    in Loss

 development

factor

    Change
    in Insurance

Costs ($000s)

    -
    5.00%

    $(XX)

    -
    2.50%

    $(XX)

    +    2.50%

    $XX

    +    5.00%

    $XX

“

Health
Benefits Loss Reserves

“We
believe that our estimate of health benefits loss reserves are most sensitive to changes in medical claim costs in the markets
in which participating Work Site Employees (WSEs) reside (medical trend) and our estimate of paid costs to carriers as a percentage
of the expected ultimate costs to carriers (completion factors).

A
xxx basis point increase in the medical trend rate would increase our health benefit loss reserves by approximately $xx million,
and a xx basis point decrease in completion factors would increase our health benefit loss reserves by approximately $xx million.”

Note
1. Description of Business and Significant Accounting Policies

Description
of Business, page 56

 2. We
                                         note that your operations are conducted through four industry verticals: TriNet Financial
                                         Services, TriNet Life Sciences, TriNet Nonprofit and TriNet Technology and that your
                                         client services and product development teams are

***CONFIDENTIAL TREATMENT REQUESTED BY TRINET GROUP, INC.

increasingly focused on specific industry
                                         verticals. Further, during 2016, you realigned your sales team to accommodate your vertical
                                         approach. Please tell us whether the aggregation criteria are still applicable to your
                                         operating segments. Please also tell us whether your new vertical approach will impact
                                         how your Chief Operating Decision Maker allocates resources and assesses financial information.
                                         Refer to ASC 280-10.

Periodically
we assess our operating segments considering organizational structure changes, key personnel changes and after any significant
acquisition we have completed in accordance with ASC 280-10-50-1. Our Chief Operating Decision Maker (CODM, which is our Chief
Executive Officer) reviews financial information and assesses business performance at a consolidated level on a periodic basis
against internal plan, latest forecast and prior period performance.

[***]

Accordingly,
we continue to conclude that we have one operating and one reportable segment.

Revenue
Recognition, page 57

 3. Please
                                         explain to us why it is appropriate to recognize insurance service revenues
                                         when due citing relevant accounting guidance.

Insurance
services are provided to our WSEs and clients by TriNet as part of our co-employment arrangement with clients, and continues until
a client terminates their relationship with TriNet.

Our
insurance service revenue is due for payment when payrolls are processed (at least monthly) and we recognize insurance service
revenues over the same (monthly) period that the insurance coverage is provided.

In
future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2017, we will clarify our
insurance revenue recognition policy as follows:

“Insurance
service revenues are recognized over the period the insurance coverage is provided and where collectability is reasonably assured.”

Note
8. Notes and Capital Leases Payable, page 70

 4. We
                                         note your ability to pay dividends or distributions is restricted under the terms of
                                         your credit facility. Please tell us the most significant restrictions on the payment
                                         of dividends, including their pertinent provisions, and the amount of net income restricted
                                         or free of restrictions. Refer to Rule 4-08(e) of Regulation S-X.

***CONFIDENTIAL TREATMENT REQUESTED BY TRINET GROUP, INC.

Beginning
with our Annual Report on Form 10-K for the fiscal year ending December 31, 2017, we will enhance our disclosure on dividend restrictions
to state as follows:

“The
Credit Agreement contains customary representations and warranties, and customary affirmative and negative covenants applicable
to us, including, among other things, restrictions on indebtedness, liens, investments, mergers, and other dispositions.

Our
credit facility is free of net income restrictions. In addition, our credit facility permits us to make customary payments that
would otherwise be restricted, such as day-to-day intragroup payments or dividends and repurchase of shares granted under our
equity plans.

The
Credit Agreement restricts our ability to make certain types of payments including dividends and stock repurchases and other similar
distributions, though such payments may generally be made as long as our total leverage ratio remains below 3.00:1.00 and there
exists no default under the Credit Agreement.”

Note
8. Notes and Capital Leases Payable, page 70

 5. Please
                                         explain to us why a portion of the refinancing transaction was accounted for as an extinguishment
                                         and a portion accounted for as a modification. In your response, please discuss the guidance
                                         in ASC 470-50-40.

Our
previous and current debt credit facility are syndicated loan arrangements. We analyzed our 2016 refinancing, in accordance with
ASC 470-50-55-2, on a loan by loan basis and we assessed debt modification versus debt extinguishment for each individual creditor
participating in the syndication.

For
each creditor, we performed the 10% test under ASC 470-50-40-10. If the present value of cashflow under the terms of the new credit
was at least 10% different from the present value of the remaining cash flows under the terms of the original credit facility,
it was accounted for as debt extinguishment in which the unamortized debt issuance costs were recorded as a current period expense.
Otherwise, it was accounted for as debt modification with debt issuance costs for the new credit facility deferred and amortized
over the remaining credit facility term.

In
future filings, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2017, we will modify our
disclosure to include (in italics) as follows:

“As
a result of refinancing our syndicated loan, approximately $1.4 million in fees and costs were incurred, of which $0.8
million were recorded as deferred loan

***CONFIDENTIAL TREATMENT REQUESTED BY TRINET GROUP, INC.

costs for continuing lenders with the remainder expensed for those lenders no longer
included in the loan syndicate.”

Note
15 – Quarterly Financial Data (Unaudited), page 80

 6. Please
                                         tell us and describe any unusual or infrequently transactions occurring items recognized
                                         during the quarters within each fiscal year. If there are any unusual or infrequently
                                         transactions, please provide the disclosures required by Item 302(A)(3) of Regulation
                                         S-K.

We
have considered the guidance in Item 302 (a)(3) of Regulation S-K in our presentation of Selected Quarterly Financial Data
in regard to extraordinary, unusual or infrequently occurring items recognized in each quarter presented.

We
can confirm that in each quarter within the two most recent fiscal years presented in Form 10-K, there are no significant activities
that are extraordinary, unusual or infrequently occurring items. We will disclose in the future filings when significant unusual
or infrequent transactions arise.

We
appreciate the Staff’s comments and request that the Staff contact the undersigned at (510) 352-5000 with any questions
or comments regarding this letter.

Respectfully submitted,

TriNet Group, Inc.

/s/ Michael P. Murphy

By: Michael P. Murphy

Chief
Accounting Officer

Cc:

Burton M. Goldfield, Chief
Executive Officer

Richard Beckert, Chief Financial
Officer

Brady Mickelsen, Chief Legal
Officer

Doug Zercoe, Deloitte &
Touche LLP

Sarah K. Solum, Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

    New York

Northern California

Washington DC

São Paulo

London

    Paris

Madrid

Tokyo

Beijing

Hong Kong

        Sarah K. Solum

    Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025
    650 752 2011 tel

650 752 3611 fax

sarah.solum@davispolk.com

    July 21, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    William H. Thompson

    Accounting Branch Chief

    Office of Consumer Products

    Yolanda Guobadia

    Staff Accountant

 Re: Letter dated July 18, 2017 to TriNet Group, Inc. (“TriNet”) regarding TriNet’s Form 10-K for Fiscal Year
Ended December 31, 2016 Filed February 28, 2017 (File No. 1-36373)

Dear Ms. Guobadia and Mr. Thompson:

On behalf of TriNet Group, Inc., thank
you for your letter dated July 18, 2017 regarding TriNet’s Form 10-K for the most recently completed fiscal year. TriNet
is currently in the midst of preparing its Form 10-Q for the six months ended June 30, 2017, which it anticipates filing on or
about August 2, 2017, and will be holding its annual sales conference shortly after the Form 10-Q filing. In addition, as previously
disclosed, TriNet has recently undergone a change in its principal financial and principal accounting officers. Accordingly, TriNet
very much appreciates the Staff’s willingness to allow TriNet time to carefully consider and respond to each comment in the
letter. This letter is to confirm, on behalf of TriNet, our conversation today that TriNet will respond to your letter no later
than August 18, 2017. Please feel free to contact me at (650) 752-2011 with any questions.

    2
    July
    21, 2017

    Very truly yours,

    /s/
    Sarah K. Solum

    Sarah
    K. Solum

    cc:
    Burton M. Goldfield, Chief Executive Officer

    Richard Beckert, Chief Financial Officer

    Michael Murphy, Chief Accounting Officer

    Brady Mickelsen, Chief Legal Officer

    (TriNet Group, Inc.)

Mail Stop 3561
July 18 , 2017

Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc .
1100 San Leandro Blvd ., Suite 400
San Leandro , CA 94 577

Re: TriNet Group, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed February 28, 2017
File No. 1-36373

Dear Mr. Goldfield :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may be tter understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.   If you do not believe our
comments apply to your facts and circumstances, plea se tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Judgements and Estimates

Insurance Loss Reserves, page 45

1. We note that changes in estimates and assumptions related to your insurance and
workers’ compensation  loss reserves could materia lly impact your financial statements if
actual experience differs from the estimates and assumptions used in establishing the
reserves.  Please tell us your consideration of providing a sen sitivity analysis based on
outcomes that are reasonably likely to o ccur if reasonably likely changes in such
estimates and assumptions used would have a material effect on your results of
operations  and financial condition .  Similar analysis should be provided for health
benefits loss r eserves , to the extent applicable.   Refer to Item 303(a)(3)(ii) of Regulation
S-K.

Burton M. Goldfield
TriNet Group,  Inc.
July 18 , 2017
Page 2

Note 1. Description of Business and Significant Accounting Policies

Description of Business, page 56

2. We note that your operations are conducted through four industry verticals: TriNet
Financial Services, TriNet Life Sciences, TriNet Nonprofit and TriNet Technology  and
that your client services and product development teams are increasingly focused on
specific industry verticals.   Further, during 2016, you realigned your sales team to
accommodate your verti cal approach.  Please tell us whether the aggregation criteria are
still applicable to your operating segments.  Please also tell us whether your new vertical
approach will impact how your Chief Operating Decision Maker allocates resources and
assesses fin ancial information.  Refer to ASC 280 -10.

Revenue Recognition, page 57

3. Please explain to us why it is appropriate to recognize insurance service revenues when
due citing relevant accounting guidance.

Note 8. Notes and Capital Leases Payable, page 70

4. We note your ability to pay dividends or distributions is restricted under the terms of your
credit facility .  Please tell us the most significant restrictions on the payment of dividends,
including their pertinent provisions, and the amount of net income  restricted or free of
restrictions.  Refer to Rule 4 -08(e) of Regulation S -X.

5. Please explain to us why a portion of the refinancing transaction was accounted for as an
extinguishment and a portion accounted for as a modification.  In your response, ple ase
discuss the guidance in ASC 470 -50-40.

Note 15 – Quarterly Financial Data (Unaudited), page 80

6. Please tell us and describe any unusual or infrequently transactions occurring items
recognized during the quarters within each fiscal year.  If there ar e any unusual or
infrequently transactions, please provide the disclosures required by Item 302 (A)(3) of
Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Burton M. Goldfield
TriNet Group,  Inc.
July 18 , 2017
Page 3

 You may contact Yolanda Guobadia, Staff Accountant  at (202) 551 -3562 or me at (202)
551-3344 if you have questions regarding our comment s or any other questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

CORRESP

 TRINET GROUP, INC.

1100 San Leandro Blvd., Suite 400

San Leandro, CA 94577

 March 24, 2014

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Mara L. Ransom

RE:

TriNet Group, Inc.

Registration Statement on Form S-1

File No. 333-192465

 Ladies and Gentlemen:

 The
undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on
Form S-1 to become effective on March 26, 2014, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal
counsel, Cooley LLP, confirming this request. The Registrant also hereby requests a copy of the written order verifying the effective date.

 In connection
with this request, the Registrant acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

TriNet Group, Inc.

 /s/ Gregory L. Hammond

 Gregory L. Hammond

 Executive Vice
President and

Chief Legal Officer

 March 24, 2014

J.P. Morgan Securities LLC

 Morgan Stanley & Co. LLC

 Deutsche Bank Securities Inc.

 As Representatives of the

       Several Underwriters

c/o J.P. Morgan Securities LLC

 383 Madison Avenue

New York, New York 10179

 c/o Morgan Stanley & Co. LLC

 1585 Broadway

 New York, New York 10036

and

 c/o Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

VIA EDGAR

 US Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mara L. Ransom

Re:

TriNet Group, Inc. - Registration Statement on

Form S-1, as amended File No. 333-192465

 Acceleration Request

      Requested Date:     March 26, 2014

      Requested Time:    4:30 p.m. Eastern Time

 March 24, 2014

Page 2

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between March 13, 2014 and the date
hereof, 8,239 copies of the Preliminary Prospectus of TriNet Group, Inc. (the “Registrant”) dated March 13, 2014 were distributed as follows by the underwriters:

•

4,134 copies to prospective underwriters/dealers;

•

4,036 copies to institutional and other investors; and

•

69 copies to others.

 We, the undersigned, as representatives of the several underwriters,
have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Securities Act”).

Pursuant to Rule 461 under the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned
Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time on March 26, 2014, or as soon thereafter as practicable.

[Signature Page Follows]

J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

DEUTSCHE BANK SECURITIES LLC

As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement

By:

J.P. Morgan Securities LLC

By:

 /s/ Alice Takhtajan

Name: Alice Takhtajan

Title:   Executive Director

By:

Morgan Stanley & Co. LLC

By:

 /s/ Paul Wasinger

Name: Paul Wasinger

Title:   Managing Director

By:

Deutsche Bank Securities Inc.

By:

 /s/ Chris Cormier

Name: Chris Cormier

Title:   Managing Director

By:

 /s/ Joseph P. Coleman

Name: Joseph P. Coleman

Title:   Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

March 13 , 2014

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Draft Amendmen t No. 4  to Registration Statement on Form S -1
Submitted March 12 , 2014
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Sum mary, page 1

Corporate Information, page 7

1. Please revise your disclosure to include the fact that, upon the closing of this offering, all
of your directors, officers and their affiliates will beneficially own, in the aggregate,
approximately 70.5% of you r outstanding common stock, assuming no exercise of the
underwriters’ option to purchase additional shares.   In this regard, we note your
disclosure on page 32.

Summary Consolidated Financial and Other Data, page 11

2. Please revise footnote (2)( iii) to the table on page 14 to disclose that $215 million of the
net proceeds of this offering will be used to repay amounts outstanding under your credit
facilities.

Burton M. Goldfield
TriNet Group, Inc.
March 13, 2014
Page 2

Capitalization, page 39

3. Please explain why the difference between the assumed net pro ceeds of $217.8 million
and the assumed $215 million repayment of amounts outstanding under your credit
facilities doesn’t equal the increase in cash and cash equivalents on a pro forma as
adjusted basis as compared to a pro forma basis.

Unaudited Pro Forma Combined Financial Information, page F -64

4. We note assumed net offering proceeds combined with fiscal 2013 net earnings were less
than the August and December 2013 special dividends.  In light of this material
difference and the fact that a material debt issuance was necessary to pay the material
special dividends, please tell us your consideration of giving pro forma effect to the
special dividends and related debt issuance as if they occurred on January 1, 2013.  Refer
to Rule 11 -01(a)(8) of Regulat ion S -X.

Unaudited Pro Forma Combined Statements of Operations, page F -65

5. Please revise the weighted average shares used to compute basic and diluted earnings per
share and pro forma earnings per share to reflect the March 7, 2014 2 -for-1 stock split.

6. Please revise the narrative preceding or the notes following the unaudited pro forma
combined statements of operations to state that basic and diluted pro forma earnings per
share assume conversion of preferred shares to common shares.

You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551 -3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact Liz Walsh, Staff Attorney, a t
(202) 551 -3696, Lilyanna Peyser, Special Counsel, at (202) 551 -3222 or me at (202) 551 -3264
with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Jodie Bourdet, Esq.

February 26 , 2014

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Amendment  No. 2  to Registration Statement on Form S -1
Filed February 13 , 2014
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, pa ge 1

1. We note your response to comment 1 in our letter dated January 24, 2014.  Please clearly
state in your registration statement  that you believe you are a leading provider of
comprehensive human resource solutions due to your size, your presence in the United
States and Canada and the number of employers and employees you serve .

Consolidated Financial Statements, page F -1

2. Please update the financial statements included in the filing to include your audited
financial statements as of and for th e year ended December 31, 2013 and unaudited pro
forma combined financial information for the year ended December 31, 2013.   In
addition, please update the financial information included elsewhere in the prospectus to
reflect the updated financial informat ion.  Refer to Rule 3 -01 of Regulation S -X.

Burton M. Goldfield
TriNet Group, Inc.
February 26, 2014
Page 2

 Item 17. Undertakings, page II -4

3. We note your response to comment 11 in our letter dated January 24, 2014, and we
reissue that comment in its entirety.  With respect to the undertaking set forth in Item
512(a)(5)(ii) of Regulation S -K, while we understand that the company is relying on Rule
430A in connection with this offering, the undertaking is applicable to offerings that may
now, or in the future, also rely on Rule 430C.  In addition, although the It em 512(a)
undertakings relate to Rule 415 offerings, the undertaking in Item 512(a)(6) also is
applicable to registration statements that relate to non -Rule 415 offerings.  Please refer,
by analogy, to Question 229.01 of our Securities Act Rules Compliance  and Disclosure
Interpretations.

You may contact Adam Phippen , Staff Accountant, at (202) 551 -3336 or Jim Allegretto,
Senior Assistant Chief Accountant, at (202) 551 -3849 if you have questions regarding comments
on the financial statements and related m atters.  Please contact Liz Walsh, Staff Attorney, at
(202) 551 -3696, Lilyanna Peyser, Special Counsel, at (202) 551 -3222 or me at (202) 551 -3264
with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Jodie Bourdet, Esq.

January 24, 2014

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed January 7 , 2014
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Summar y, page 1

1. We note your response to comment 5 in our letter dated December 19, 2013.  While we
believe that the NAPEO website supports the fact that you offer services throughout the
United States, it is unclear how it supports  the statement that you are “ a leading provider ”
of comprehensive human resource solutions.  Please advise or revise.

2. We note your response to comment 7 in our letter dated December 19, 2013.  Please
clarify in your registration statement that your statement that “SMBs typically cannot
afford to invest in a comprehensive technology platform to manage their HR processes
and often lack the scale required to negotiate favorable employee health benefit and
workers compensation plan terms with insurance companies and other la rge employ ee
benefits providers ” is based on your experience or supported by feedback from your
customers.

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 2

 3. We note your response to comment 8 in our letter dated December 19, 2013.  Please
include in your prospectus summary the disclosure regarding General Atlant ic’s history
of involvement in your business.

Market, Industry and Other Data, page 35

4. We note your response to comment 11 in our letter dated December 19, 2013, as well as
your disclosure that you “have not independently verified any third -party infor mation.”
Please remove this statement, as it implies that you are not responsible for the accuracy of
the information you elect to include in your prospectus.

Executive Compensation, page 111

5. Please revise to disclose the names of the companies in the  Advanced -HR’s Option
Impact survey.

Principal and Selling Stockholders, page 1 30

6. Please disclose the exemption(s) or safe harbor(s) from registration relied upon in
connection with the acquisition of the shares to be sold by the selling stockholders i n the
offering.

7. Please update the  table  on page 131  as of a recent practicable date.  Refer to Item 403 of
Regulation S -K.

Consolidated Financial Statements, page F -1

Consolidated Financial Statements of TriNet Group, Inc. and Subsidiaries, page F -2

Notes to Consolidated Financial Statements, page F -8

Note 8. Notes Payable and Borrowings Under Capital Leases, page F -24

2013 Credit Facility, page F -25

8. We reviewed your revisions made in response to comment 34 in our letter dated
December 19, 2013.  Please tell us your consideration of disclosing the amount of your
retained earnings or net income restricted or free of restrictions.  Refer to Rule 4 -08(e)(1)
of Regulation S -X.

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 3

 Note 10. Stockholders’ Equity, page F -28

Earnings per Share, page F-31

9. We reviewed your response to comment 35 in our letter dated December 19, 2013.  Your
response states that Series G and Series H convertible preferred stock are not entitled to
receive any preferential dividends; however, if dividends are declared and  paid on
common stock, the Series H and Series G preferred stock are entitled to share in
dividends on a pro -rata basis as if their shares had been converted into shares of common
stock.  This statement does not appear to be consistent with your disclosure  beginning in
the last sentence on page F -27.  Please explain this inconsistency and revise your
disclosure, if deemed necessary.   If still applicable, please differentiate the Series G and
Series H entitlement to dividends upon redemption versus if declar ed.  In this regard, an
example of how this provision is intended to operate would be helpful.

Note 12. Income Taxes, page F -34

10. We reviewed your response to comment 37 in our letter dated December 19, 2013.
Please tell us whether you considered the ad justments related to state taxes and stock
compensation as changes in estimates or errors and explain the underlying reasons for
your conclusions.  If applicable, please discuss any new information obtained after the
original balance sheet date and whether  that information was reasonably knowable at the
original balance sheet date.  On a different note, it appears the amount related to state
taxes and stock compensation would be greater than 5% of the “amount computed”
specified in Rule 4 -08(h)(2) of Regula tion S -X.  Please advise.

Undertakings, page II -4

11. We note your response to co mment 40 in our letter dated December 19, 2013.  Please
note that the undertakings set forth as Items 512(a)(5)(ii) and 512(a)(6) of Regulation S -
K are applicable to offerings  made outside the scope of Rule 415.   Item 512(a)(5)(ii) is
required for any offering that may now, or in the future, rely on Rule 430C , while Item
512(a)(6) is required for any offering that involves an initial distribution of sec urities,
pursuant to Rule  159A.  Please revi se.  For guidance, refer to our Compliance and
Disclosure Interpretations, Securities Act Rules, Question 229.01, available on our
website at http://www.sec.gov/divisi ons/corpfin/cfguidance.shtml .

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 4

 You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Jim Allegretto,
Senior Assistant Chief Accountant , at (202) 551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact Liz Walsh, Staff Attorney, at
(202) 551 -3696, Lilyanna Peyser, Special Counsel, at (202) 551 -3222 or me at (202) 551 -3264
with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Jodie Bourdet, Esq.

December 19, 2013

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Registration Statement on Form S -1
Filed November 2 1, 2013
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amen dment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note a number of bl ank spaces throughout your registration statement for information
that you are not entitled to omit under Rule 430A.  Please revise throughout the
prospectus to include all information that may not properly be excluded under Rule
430A.  Please provide all the information required with respect to the offering price,
underwriting discounts and the number of shares.  Please allow sufficient time to review
your complete disclosure prior to any distribution of preliminary prospectuses.  We may
have further comme nts once items that are currently blank are completed.

2. Prior to the effectiveness of this registration statement, we need to receive a copy of the
letter or a call from FINRA confirming that FINRA has completed its review and has no
further concerns re garding the underwriting terms and arrangements pertaining to this
offering.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 2

 3. With respect to all third -party statements in your prospectus - such as market data by the
National Association of Professional Employer Organizations - please provide us with  the
relevant portion of the industry research reports you cite.  To expedite our review, please
clearly mark each source to highlight the applicable portion of the section containing the
statistic, and cross -reference it to the appropriate location in you r prospectus.  Also,
please tell us whether any of the reports were prepared for you or in connection with the
offering.

4. Please provide us with copies of additional artwork, if any, you intend to include on the
inside front and/or inside back cover pag es of the prospectus.  Since we may have
comments that could result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork prior to circulating
preliminary prospectuses.  See Item VIII of  the March 31, 2001 quarterly update to the
Division of Corporation Finance’s “Current Issues and Rulemaking Projects Outline.”

Prospectus Summary, page 1

5. Please provide support for the statement that you are “a leading provider” of
comprehensive human resource solutions, also found on pages 47 and 95.

6. Please provide the rationale for your estimate that “in 2013 SMBs will spend
approximately $90 billio n on in -house HR resources, payroll processing and other HR
services,” also found on page 86.

7. Please provide support for the statements that “[a] large portion of HR -related spending
by SMBs has traditionally been on a range of disparate products and s ervices, where
companies utilize a combination of third -party service and technology providers and in -
house resources to administer the HR function,” and that “SMBs typically cannot afford
to invest in a comprehensive technology platform to manage their HR  processes and
often lack the scale required to negotiate favorable employee health benefit and workers
compensation plan terms with insurance companies and other large employee benefits
providers.”

The Offering, page 8

8. We note that funds affiliated with General Atlantic currently hold 72.0% of your
outstanding shares, and David C. Hodgson, your director, can be deemed to beneficially
own 72.5% of your outstanding shares.  Please disclose, here or in the Prospectus
Summary, the ownership percentages o f such shareholders following the offering, as well
as, if applicable, please confirm if you plan to rely on the “controlled company”
exemptions provided under the rules of the New York Stock Exchange or the Nasdaq
Stock Market, as applicable.  Please also  add appropriate risk factor disclosure regarding
your status as a controlled company, if applicable.  Please also briefly describe the history
of General Atlantic’s involvement in your business.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 3

 Risk Factors, page 14

9. Please delete the third sentence o f the introductory paragraph of this section.  All material
risks should be described in your disclosure.  If risks are not deemed material, you should
not reference them.

10. Please include a risk factor discussing the risks associated with threats to yo ur cyber -
security.  In this regard, we note your disclosure on page 23 that your computer “systems
can be disrupted by, among other things, equipment failures, computer server or systems
failures, network outages, malicious acts, software errors or defects , vendor performance
problems and power failures.”

Market, Industry and Other Data, page 34

11. Throughout your prospectus you set forth market data and certain industry data obtained
through a variety of sources.  You state that you have not independent ly verified any of
the data from the third -party sources.  Please revise such statement as necessary so that
you do not suggest that you could lack a reasonable belief as to the accuracy and
completeness of the market data you elect to include in the filin g.

Use of Proceeds, page 35

12. Please revise to clarify the amount you intend to repay under your $175.0 million tranche
B-1 term loan.

Dividend Policy, page 36

13. We note that your board of directors has declared 3 special dividends since January 1,
2011.  We also note your disclosure on page 57 that you paid a special dividend on
August 2013, in connection with your entry into a new senior credit facility.  Please
explain the rationale behind the payment of such dividends, including an analysis of  that
fact that your business is highly leveraged.  In addition, please confirm if your board of
directors currently plans to pay similar dividends in the future.  Lastly, please further
describe the restrictions on your ability to declare and pay cash div idends provided by the
terms of your credit facilities.  Please see Item 201(c) of Regulation S -K.

Dilution, page 39

14. Please tell us your consideration of excluding deferred loan costs from pro forma net
tangible book value as of September 30, 2013.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
47

Provision for (Benefit from) Income Taxes, page 51

15. We note your statement that you conduct your business “primarily” in the United States.
Please disclose the percentage of your business conducted in Canada or other countries.

Liquidity and Capital Resources, page 68

16. We note your statement that your “principle source of liquidity for operations is derived
from cash provided by operating activi ties.”  Please explain to what extent your senior
credit facility acts as a source of liquidity for operations.

17. Please revise to discuss known trends or any known demands, commitments, events or
uncertainties that will result in or that are reasonably  likely to impact your liquidity or
operations in any material way, as well as the current and potential future impact of these
trends and conditions on your liquidity, operations and capital resources, giving particular
consideration to the fact that your  primary source of liquidity is cash flows from
operations.  Please also address the impact that your acquisitions, as opposed to solely
organic growth, have had and are expected to have on your results of operations,
including revenues and costs.   Please refer to Item 303(a)(1) and (2) of Regulation S -K.

Critical Accounting Policies, Estimates and Judgments, page 73

Stock -Based Compensation, page 76

18. The last line item in the table on page 76 appears to represent the weighted -average
grant -date fair valu e of stock options rather than shares.  Please consider revising the line
item description for clarity.

19. Please explain why the valuation determined as of October 15, 2012 was not used to
value the options granted on November 14, 2012.  Please also expla in why the valuation
determined as of February 8, 2013 was not used to value the options granted on February
5, 2013.

Business, page 85

20. We note your discussion about your “in -house approach” presenting a “significant
opportunity for [you] to continue to penetrate and expand [your] presence in the SMB
market.”  We also note your disclosure in your risk factors “[y]our success depends on
growth in market acceptance of the human resources outsourcing and related services we
provide .”  In an appropriate place in your Business discussion, please elaborate upon
where you see reasonable opportunities for growth in your services and where you see
challenges to such growth.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 5

21. Please elaborate further on your “vertical market expertise” and you focus on “serving
clients in specific industry vertical markets,” including what this specific expertise is and
how it is developed, and how you plan to utilize this expertise in serving clients.

22. Please describe how your risk management tools allow you to “significantly mitigate
employer risk.”

Competition, page 96

23. Please provide further disclosure regarding the  competitive conditions in in whic h you
operate, including but not limited to including, where material, an estimate of th e number
of competitors,  your competitive position and  the principal methods of competition .
Please also further explain the  positive and negative factors pertaining t o your
compet itive position , to the extent they exist and such information is known or
reasonably available to you.  Pleas e see Item 101(c)(1)(x) of Regulation S -K.

Management, page 99

Executive Officers, page 99

24. Please provide the names of the priv ate law firms with which Gregory Hammond was
employed.  Please see Item 401(e)(1) of Regulation S -K.

Board of Director Independence, page 103

25. Please provide us with the analysis by which you determined that each of H. Raymond
Bingham and David C. Hodgson are “independent directors” under the applicable SEC
rules and regulations, as well as applicable stock exchange rules, including but not
limit ed to your analysis of the facts that Mr. Bingham is an Advisory Director of General
Atlantic and served as a Managing Director from September 2006 to December 2009 and
Mr. Hodgson is a Managing Director of General Atlantic and helped found their
partnersh ip, as well as being deemed to beneficially own shares by funds affiliated with
General Atlantic.  Please also provide the analysis by which you determined Martin
Babinec, your 10.2% shareholder and founder, is an “independent director.”

Executive Compens ation, page 107

Variable Cash Compensation, page 110

26. Please disclose the revenue and Adjusted EBITDA targets utilized in 2012, the actual
revenue and Adjusted EBITDA achieved in 2012, and the manner in which the payouts
were made on the basis of the calculated matrix level of 200% .  Please refer to Item
402(b) of Regulation S -K.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 6

27. Please disclose the management business objectives, or MBOs, for each of your
executives, as well as how the compensation committee determined that such MBOs
were achieve d.

Long -Term Equity Incentive Awards, page 111

28. Please disclose with greater specificity the manner in which you determined the number
of options to be awarded to each named executive officer.

Principal and Selling Stockholders, page 124

29. Please disclose the names of the 22 GA Managing Directors who  are the natural persons
who have voting and dispositive power over the shares  held by the GA Funds , as described in
footnote 1 to the principal and selling stockholders table on page 125 .  Refer to Question 140.02
and Interpretive Response 240.04 of our Regulation S -K Compliance and Disclosure
Interpretations located at our web -site, www.sec.gov.
30. Please briefly describe the manners in which the selling stockholders acquired the sha res
to be sold in the offering.

Consolidated Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

31. In light of the $310,825,000 special dividend p aid in the quarter ended September 30,
2013, please tell us your consideration of adjusting pro forma per share data to give effect
to the increase in the number of shares which, when multiplied by the offering price,
would be sufficient to replace the cap ital in excess of earnings being withdrawn.  Refer to
SAB Topic 1B.3.

Notes to Consolidated Financial Statements, page F -8

Note 4 . Business Combination , page F -17

32. Please explain to us the tax code provisions that render goodwill to be deductible for tax
purposes and whether this represents an “outside” basis difference.  In this regard, please
tell us whether you recorded a deferred tax benefit for the deductible goodwill and the
basis in GAAP for your treatment of the tax benefit in the purchase pric e allocation.

33. We note you recorded deferred tax liabilities of $31.3 million associated with the
identifiable intangible assets of SOI that we presume are not deductible for tax purposes.
Please help us understand the reason(s) for the difference between  this amount and the

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 7

 deferred income taxes recorded in the purchase of $17.4 million.  To the extent the
purchase created additional inside basis differences, please explain.

Note 8. Notes Payable and Borrowings Under Capital Leases, page F -24

2013 Credit Facility, page F -25

34. Reference is made to the last paragraph on page F -25 which states that the credit facilities
contain provisions that can restrict the payment of dividends by you and your subsidiaries
and require you and your subsidiaries to comply  with financial covenants to maintain
maximum leverage ratios.  Please tell us your consideration of disclosing the maximum
leverage ratios and the amount of your retained earnings or net income restricted or free
of restrictions.  Refer to Rule 4 -08(e)(1)  of Regulation S -X.  Please also tell us whether
these covenants restrict the ability of your subsidiaries to transfer funds to you in the
form of loans, advances or cash dividends.  If so, please tell us tell us: (i) the amount of
restricted net assets of  consolidated subsidiaries as of the most recent balance sheet date
and how you computed the amount; (ii) your consideration of providing the disclosures
required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X; and (iii) your consideration of
providing t he condensed financial information prescribed by Rule 12 -04 of Regulation S -
X in accordance with Rule 5 -04 of Regulation S -X.

Earnings per Share, page F -31

35. Please explain why convertible preferred shares are participating securities referencing
applicab le GAAP.  Please also explain how net income and loss are allocated to the
convertible preferred shares and your basis for such allocation method.  In explaining
your basis, please also ensure to explain why losses are not allocated to the convertible
preferred shares or any scenario in which losses could be allocated to such preferred.
Please be detailed in your response.

36. Your description