DELAWARE
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38-1510762
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Emerging growth company [ ]
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Page Number
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13 Weeks Ended
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||||||
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April 2,
2017 |
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April 3,
2016 |
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Revenue from services
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$
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1,289.7
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$
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1,349.1
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Cost of services
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1,058.1
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1,116.4
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Gross profit
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231.6
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232.7
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Selling, general and administrative expenses
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215.2
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218.0
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Earnings from operations
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16.4
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14.7
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Other expense, net
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(1.6
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(0.9
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Earnings before taxes and equity in net earnings (loss) of affiliate
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14.8
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13.8
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Income tax expense
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2.7
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2.7
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Net earnings before equity in net earnings (loss) of affiliate
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12.1
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11.1
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Equity in net earnings (loss) of affiliate
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0.1
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0.1
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Net earnings
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$
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12.2
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$
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11.2
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Basic earnings per share
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$
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0.31
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$
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0.29
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Diluted earnings per share
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$
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0.31
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$
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0.29
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Dividends per share
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$
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0.075
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$
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0.05
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Average shares outstanding (millions):
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Basic
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38.3
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38.0
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Diluted
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38.7
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38.2
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13 Weeks Ended
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April 2,
2017 |
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April 3,
2016 |
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Net earnings
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$
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12.2
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$
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11.2
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Other comprehensive income, net of tax:
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Foreign currency translation adjustments, net of tax expense of $0.1 in 2017 and $0.2 in 2016
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5.7
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11.9
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Less: Reclassification adjustments included in net earnings
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—
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(0.3
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Foreign currency translation adjustments
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5.7
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11.6
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Unrealized gains (losses) on investment, net of tax expense of $8.6 in 2017 and benefit of $4.0 in 2016
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18.9
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(8.1
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Other comprehensive income
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24.6
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3.5
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Comprehensive income
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$
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36.8
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$
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14.7
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ASSETS
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April 2,
2017 |
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January 1,
2017 |
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CURRENT ASSETS:
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Cash and equivalents
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$
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46.0
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$
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29.6
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Trade accounts receivable, less allowances of $11.9 and $12.5, respectively
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1,164.6
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1,138.3
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Prepaid expenses and other current assets
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59.0
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46.7
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Total current assets
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1,269.6
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1,214.6
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NONCURRENT ASSETS:
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Property and equipment:
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Property and equipment
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273.5
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270.0
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Accumulated depreciation
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(194.5
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(189.2
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Net property and equipment
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79.0
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80.8
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Deferred taxes
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183.5
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180.1
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Goodwill
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88.4
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88.4
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Investment in equity affiliate
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114.9
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114.8
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Other assets
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399.7
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349.4
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Total noncurrent assets
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865.5
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813.5
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TOTAL ASSETS
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$
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2,135.1
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$
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2,028.1
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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April 2,
2017 |
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January 1,
2017 |
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CURRENT LIABILITIES:
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Short-term borrowings
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$
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—
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$
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—
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Accounts payable and accrued liabilities
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471.9
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455.1
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Accrued payroll and related taxes
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276.5
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241.5
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Accrued insurance
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22.3
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23.4
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Income and other taxes
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54.7
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51.1
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Total current liabilities
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825.4
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771.1
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NONCURRENT LIABILITIES:
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Accrued insurance
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43.3
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45.5
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Accrued retirement benefits
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164.3
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157.4
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Other long-term liabilities
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52.4
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42.1
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Total noncurrent liabilities
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260.0
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245.0
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Commitments and contingencies (see contingencies footnote)
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STOCKHOLDERS’ EQUITY:
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Capital stock, $1.00 par value
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Class A common stock, shares issued 36.6 at 2017 and 2016
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36.6
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36.6
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Class B common stock, shares issued 3.5 at 2017 and 2016
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3.5
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3.5
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Treasury stock, at cost
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Class A common stock, 1.8 shares at 2017 and 1.9 Shares at 2016
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(37.5
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(38.4
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Class B common stock
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(0.6
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(0.6
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Paid-in capital
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31.5
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28.6
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Earnings invested in the business
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932.9
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923.6
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Accumulated other comprehensive income
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83.3
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58.7
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Total stockholders’ equity
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1,049.7
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1,012.0
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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2,135.1
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$
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2,028.1
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13 Weeks Ended
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April 2,
2017 |
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April 3,
2016 |
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Capital Stock
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Class A common stock
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Balance at beginning of period
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$
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36.6
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$
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36.6
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Conversions from Class B
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—
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—
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Balance at end of period
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36.6
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36.6
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Class B common stock
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Balance at beginning of period
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3.5
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3.5
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Conversions to Class A
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—
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—
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Balance at end of period
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3.5
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3.5
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Treasury Stock
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Class A common stock
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Balance at beginning of period
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(38.4
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(43.7
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Issuance of restricted stock and other
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0.9
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0.6
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Balance at end of period
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(37.5
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(43.1
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Class B common stock
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Balance at beginning of period
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(0.6
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(0.6
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Issuance of restricted stock and other
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—
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—
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Balance at end of period
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(0.6
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(0.6
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Paid-in Capital
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Balance at beginning of period
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28.6
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25.4
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Issuance of restricted stock and other
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2.9
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2.0
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Balance at end of period
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31.5
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27.4
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Earnings Invested in the Business
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Balance at beginning of period
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923.6
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813.5
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Net earnings
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12.2
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11.2
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Dividends
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(2.9
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(1.9
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Balance at end of period
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932.9
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822.8
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Accumulated Other Comprehensive Income
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Balance at beginning of period
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58.7
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60.7
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Other comprehensive income, net of tax
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24.6
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3.5
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Balance at end of period
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83.3
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64.2
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Stockholders’ Equity at end of period
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$
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1,049.7
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$
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910.8
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13 Weeks Ended
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April 2,
2017 |
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April 3,
2016 |
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Cash flows from operating activities:
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Net earnings
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$
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12.2
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$
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11.2
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Noncash adjustments:
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Depreciation and amortization
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5.3
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5.6
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Provision for bad debts
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1.5
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1.7
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Stock-based compensation
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3.9
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2.7
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Other, net
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(0.2
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)
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(0.1
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)
|
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Changes in operating assets and liabilities
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1.6
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(0.9
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)
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Net cash from operating activities
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24.3
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20.2
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Cash flows from investing activities:
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Capital expenditures
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(2.8
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)
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(1.5
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)
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Other investing activities
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(0.1
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)
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(0.3
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)
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Net cash used in investing activities
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(2.9
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)
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(1.8
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)
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Cash flows from financing activities:
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Net change in short-term borrowings
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—
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(16.4
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)
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Dividend payments
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(2.9
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)
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(1.9
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Other financing activities
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(0.1
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—
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Net cash used in financing activities
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(3.0
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)
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(18.3
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)
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Effect of exchange rates on cash and equivalents
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(2.0
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)
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4.1
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Net change in cash and equivalents
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16.4
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4.2
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Cash and equivalents at beginning of period
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29.6
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42.2
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Cash and equivalents at end of period
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$
|
46.0
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$
|
46.4
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Fair Value Measurements on a Recurring Basis
As of First Quarter-End 2017 |
||||||||||||||
Description
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Total
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Level 1
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Level 2
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Level 3
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||||||||
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(In millions of dollars)
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||||||||||||||
Money market funds
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$
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4.0
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$
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4.0
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$
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—
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|
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$
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—
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Available-for-sale investment
|
|
169.6
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|
169.6
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—
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—
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|
||||
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Total assets at fair value
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$
|
173.6
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$
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173.6
|
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$
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—
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|
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$
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—
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|
|
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Fair Value Measurements on a Recurring Basis
As of Year-End 2016 |
||||||||||||||
Description
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Total
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Level 1
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Level 2
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Level 3
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||||||||
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(In millions of dollars)
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||||||||||||||
Money market funds
|
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$
|
4.0
|
|
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$
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4.0
|
|
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$
|
—
|
|
|
$
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—
|
|
Available-for-sale investment
|
|
141.2
|
|
|
141.2
|
|
|
—
|
|
|
—
|
|
||||
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|
|
|
|
|
|
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|
||||||||
Total assets at fair value
|
|
$
|
145.2
|
|
|
$
|
145.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Balance as of year-end 2016
|
$
|
0.5
|
|
Additions charged to Global Talent Solutions
|
2.0
|
|
|
Additions charged to Americas Staffing
|
0.4
|
|
|
Reductions for cash payments related to all restructuring activities
|
(0.7
|
)
|
|
Balance as of first quarter-end 2017
|
$
|
2.2
|
|
|
As of Year-End 2016
|
|
|
|
As of First Quarter-End 2017
|
||||||||||||||
|
Goodwill,
Gross |
|
Accumulated Impairment Losses
|
|
Goodwill,
Net |
|
Allocation of Goodwill
|
|
Goodwill
|
||||||||||
|
(In millions of dollars)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas Commercial
|
$
|
40.0
|
|
|
$
|
(16.4
|
)
|
|
$
|
23.6
|
|
|
$
|
(23.6
|
)
|
|
$
|
—
|
|
Americas PT
|
37.9
|
|
|
—
|
|
|
37.9
|
|
|
(37.9
|
)
|
|
—
|
|
|||||
EMEA Commercial
|
50.4
|
|
|
(50.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EMEA PT
|
22.0
|
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
APAC Commercial
|
12.1
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
APAC PT
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
OCG
|
26.9
|
|
|
—
|
|
|
26.9
|
|
|
(26.9
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas Staffing
|
—
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|
25.9
|
|
|||||
GTS
|
—
|
|
|
—
|
|
|
—
|
|
|
62.5
|
|
|
62.5
|
|
|||||
International Staffing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
$
|
189.3
|
|
|
$
|
(100.9
|
)
|
|
$
|
88.4
|
|
|
$
|
—
|
|
|
$
|
88.4
|
|
|
First Quarter 2017
|
||||||||||||||
|
Foreign
Currency Translation Adjustments |
|
Unrealized
Gains and Losses on Investment |
|
Pension
Liability Adjustments |
|
Total
|
||||||||
|
(In millions of dollars)
|
||||||||||||||
Beginning balance
|
$
|
(23.3
|
)
|
|
$
|
83.8
|
|
|
$
|
(1.8
|
)
|
|
$
|
58.7
|
|
Other comprehensive income before reclassifications
|
5.7
|
|
|
18.9
|
|
|
—
|
|
|
24.6
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net current-period other comprehensive income
|
5.7
|
|
|
18.9
|
|
|
—
|
|
|
24.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
(17.6
|
)
|
|
$
|
102.7
|
|
|
$
|
(1.8
|
)
|
|
$
|
83.3
|
|
|
|
First Quarter 2016
|
||||||||||||||
|
Foreign
Currency Translation Adjustments |
|
Unrealized
Gains and Losses on Investment |
|
Pension
Liability Adjustments |
|
Total
|
||||||||
|
(In millions of dollars)
|
||||||||||||||
Beginning balance
|
$
|
(22.6
|
)
|
|
$
|
84.9
|
|
|
$
|
(1.6
|
)
|
|
$
|
60.7
|
|
Other comprehensive income (loss) before reclassifications
|
11.9
|
|
|
(8.1
|
)
|
|
—
|
|
|
3.8
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Net current-period other comprehensive income (loss)
|
11.6
|
|
|
(8.1
|
)
|
|
—
|
|
|
3.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
(11.0
|
)
|
|
$
|
76.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
64.2
|
|
|
|
First Quarter
|
||||||
|
2017
|
|
2016
|
||||
Net earnings
|
$
|
12.2
|
|
|
$
|
11.2
|
|
Less: earnings allocated to participating securities
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Net earnings available to common shareholders
|
$
|
12.0
|
|
|
$
|
10.9
|
|
|
|
|
|
||||
Average shares outstanding (millions):
|
|
|
|
||||
Basic
|
38.3
|
|
|
38.0
|
|
||
Dilutive share awards
|
0.4
|
|
|
0.2
|
|
||
Diluted
|
38.7
|
|
|
38.2
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.31
|
|
|
$
|
0.29
|
|
Diluted earnings per share
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
First Quarter
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions of dollars)
|
||||||
Interest income
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest expense
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Foreign exchange loss
|
(1.2
|
)
|
|
(0.1
|
)
|
||
|
|
|
|
||||
Other expense, net
|
$
|
(1.6
|
)
|
|
$
|
(0.9
|
)
|
|
First Quarter
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions of dollars)
|
||||||
Revenue from Services:
|
|
|
|
||||
|
|
|
|
||||
Americas Staffing
|
$
|
573.1
|
|
|
$
|
554.1
|
|
Global Talent Solutions
|
487.3
|
|
|
490.9
|
|
||
International Staffing
|
233.6
|
|
|
309.0
|
|
||
|
|
|
|
||||
Less: Intersegment revenue
|
(4.3
|
)
|
|
(4.9
|
)
|
||
|
|
|
|
||||
Consolidated Total
|
$
|
1,289.7
|
|
|
$
|
1,349.1
|
|
|
First Quarter
|
||||||
|
2017
|
|
2016
|
||||
|
(In millions of dollars)
|
||||||
Earnings from Operations:
|
|
|
|
||||
|
|
|
|
||||
Americas Staffing gross profit
|
$
|
105.3
|
|
|
$
|
100.7
|
|
Americas Staffing SG&A expenses
|
(84.1
|
)
|
|
(83.6
|
)
|
||
Americas Staffing Earnings from Operations
|
21.2
|
|
|
17.1
|
|
||
|
|
|
|
||||
Global Talent Solutions gross profit
|
90.5
|
|
|
85.3
|
|
||
Global Talent Solutions SG&A expenses
|
(75.2
|
)
|
|
(71.6
|
)
|
||
Global Talent Solutions Earnings from Operations
|
15.3
|
|
|
13.7
|
|
||
|
|
|
|
||||
International Staffing gross profit
|
36.4
|
|
|
47.8
|
|
||
International Staffing SG&A expenses
|
(31.2
|
)
|
|
(41.2
|
)
|
||
International Staffing Earnings from Operations
|
5.2
|
|
|
6.6
|
|
||
|
|
|
|
||||
Less: Intersegment gross profit
|
(0.6
|
)
|
|
(1.1
|
)
|
||
Less: Intersegment SG&A expenses
|
0.6
|
|
|
1.1
|
|
||
Net Intersegment Activity
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Corporate
|
(25.3
|
)
|
|
(22.7
|
)
|
||
Consolidated Total
|
16.4
|
|
|
14.7
|
|
||
Other Expense, Net
|
(1.6
|
)
|
|
(0.9
|
)
|
||
|
|
|
|
||||
Earnings Before Taxes
|
$
|
14.8
|
|
|
$
|
13.8
|
|
•
|
Maintain our core strengths in branch-delivered staffing in key markets;
|
•
|
Enhance our position as a market-leading provider of talent supply chain management in our GTS segment; and
|
•
|
Lower our costs through deployment of efficient service delivery models.
|
•
|
Earnings from operations for the first quarter of 2017 totaled $16.4 million, compared to $14.7 million in the first quarter of 2016. Excluding the impact of the first quarter restructuring charges, earnings from operations were $18.8 million. The conversion rate for the first quarter, excluding restructuring, was 8.1%, compared to 6.3% in the same period last year.
|
•
|
In the Americas Staffing segment, revenue grew 3.4% year over year, and earnings from operations was $21.2 million, an improvement of 24% year over year.
|
•
|
Although revenue was down slightly, the GTS segment delivered 6% gross profit growth and 12% earnings from operations growth year over year, while absorbing restructuring charges intended to deliver full-year cost savings in 2017.
|
•
|
In the International Staffing segment, year-over-year revenue declined as a result of the deconsolidation of APAC staffing during the third quarter of 2016. Excluding the APAC staffing results, revenue for the first quarter was up as the segment delivered strong growth across Europe.
|
•
|
To grow professional and technical specialty and outsourced solutions, creating a more balanced portfolio that yields benefits from an improved mix;
|
•
|
Locally delivered staffing to remain a core component of our strategy;
|
•
|
Kelly Educational Staffing to continue to be a market leader in the U.S.;
|
•
|
To exercise strict control, delivering structural improvements that ensure a return from our investments in delivery infrastructure and, as a result;
|
•
|
Our conversion rate to continue to improve.
|
|
2017
|
|
2016
|
|
Change
|
|
CC
Change
|
|||||||
Revenue from services
|
$
|
1,289.7
|
|
|
$
|
1,349.1
|
|
|
(4.4
|
)%
|
|
|
(4.2
|
)%
|
Gross profit
|
231.6
|
|
|
232.7
|
|
|
(0.5
|
)
|
|
|
(0.3
|
)
|
||
SG&A expenses excluding restructuring charges
|
212.8
|
|
|
218.0
|
|
|
(2.4
|
)
|
|
|
(2.2
|
)
|
||
Restructuring charges
|
2.4
|
|
|
—
|
|
|
NM
|
|
|
|
NM
|
|
||
Total SG&A expenses
|
215.2
|
|
|
218.0
|
|
|
(1.3
|
)
|
|
|
(1.1
|
)
|
||
Earnings from operations
|
16.4
|
|
|
14.7
|
|
|
11.2
|
|
|
|
|
|||
Earnings from operations excluding restructuring charges
|
18.8
|
|
|
14.7
|
|
|
27.2
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Staffing fee-based income (included in revenue from services)
|
13.5
|
|
|
16.5
|
|
|
(18.7
|
)
|
|
|
(18.9
|
)
|
||
Gross profit rate
|
18.0
|
%
|
|
17.3
|
%
|
|
0.7
|
|
pts.
|
|
|
|||
Conversion rate
|
7.1
|
|
|
6.3
|
|
|
0.8
|
|
|
|
|
|||
Conversion rate excluding restructuring charges
|
8.1
|
|
|
6.3
|
|
|
1.8
|
|
|
|
|
|||
Return on sales
|
1.3
|
|
|
1.1
|
|
|
0.2
|
|
|
|
|
|||
Return on sales excluding restructuring charges
|
1.5
|
|
|
1.1
|
|
|
0.4
|
|
|
|
|
|
2017
|
|
2016
|
|
Change
|
|
CC
Change
|
||||||
Revenue from services
|
$
|
573.1
|
|
|
$
|
554.1
|
|
|
3.4
|
%
|
|
|
3.4%
|
Gross profit
|
105.3
|
|
|
100.7
|
|
|
4.6
|
|
|
|
4.4
|
||
SG&A expenses excluding restructuring charges
|
83.7
|
|
|
83.6
|
|
|
0.1
|
|
|
|
0.1
|
||
Restructuring charges
|
0.4
|
|
|
—
|
|
|
NM
|
|
|
|
NM
|
||
Total SG&A expenses
|
84.1
|
|
|
83.6
|
|
|
0.5
|
|
|
|
0.5
|
||
Earnings from operations
|
21.2
|
|
|
17.1
|
|
|
24.3
|
|
|
|
|
||
Earnings from operations excluding restructuring charges
|
21.6
|
|
|
17.1
|
|
|
26.4
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Gross profit rate
|
18.4
|
%
|
|
18.2
|
%
|
|
0.2
|
|
pts.
|
|
|
||
Conversion rate
|
20.1
|
|
|
16.9
|
|
|
3.2
|
|
|
|
|
||
Conversion rate excluding restructuring charges
|
20.5
|
|
|
16.9
|
|
|
3.6
|
|
|
|
|
||
Return on sales
|
3.7
|
|
|
3.1
|
|
|
0.6
|
|
|
|
|
||
Return on sales excluding restructuring charges
|
3.8
|
|
|
3.1
|
|
|
0.7
|
|
|
|
|
|
2017
|
|
2016
|
|
Change
|
|
CC
Change
|
||||||
Revenue from services
|
$
|
487.3
|
|
|
$
|
490.9
|
|
|
(0.7
|
)%
|
|
|
(0.8)%
|
Gross profit
|
90.5
|
|
|
85.3
|
|
|
6.1
|
|
|
|
6.2
|
||
SG&A expenses excluding restructuring charges
|
73.2
|
|
|
71.6
|
|
|
2.2
|
|
|
|
2.4
|
||
Restructuring charges
|
2.0
|
|
|
—
|
|
|
NM
|
|
|
|
NM
|
||
Total SG&A expenses
|
75.2
|
|
|
71.6
|
|
|
5.0
|
|
|
|
5.2
|
||
Earnings from operations
|
15.3
|
|
|
13.7
|
|
|
11.6
|
|
|
|
|
||
Earnings from operations excluding restructuring charges
|
17.3
|
|
|
13.7
|
|
|
26.2
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Gross profit rate
|
18.6
|
%
|
|
17.4
|
%
|
|
1.2
|
|
pts.
|
|
|
||
Conversion rate
|
16.9
|
|
|
16.0
|
|
|
0.9
|
|
|
|
|
||
Conversion rate excluding restructuring charges
|
19.1
|
|
|
16.0
|
|
|
3.1
|
|
|
|
|
||
Return on sales
|
3.1
|
|
|
2.8
|
|
|
0.3
|
|
|
|
|
||
Return on sales excluding restructuring charges
|
3.5
|
|
|
2.8
|
|
|
0.7
|
|
|
|
|
|
2017
|
|
2016
|
|
Change
|
|
CC
Change
|
||||||
Revenue from services
|
$
|
233.6
|
|
|
$
|
309.0
|
|
|
(24.4
|
)%
|
|
|
(23.2)%
|
Gross profit
|
36.4
|
|
|
47.8
|
|
|
(23.9
|
)
|
|
|
(22.6)
|
||
Total SG&A expenses
|
31.2
|
|
|
41.2
|
|
|
(24.2
|
)
|
|
|
(23.3)
|
||
Earnings from operations
|
5.2
|
|
|
6.6
|
|
|
(21.7
|
)
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Gross profit rate
|
15.6
|
%
|
|
15.5
|
%
|
|
0.1
|
|
pts.
|
|
|
||
Conversion rate
|
14.4
|
|
|
14.0
|
|
|
0.4
|
|
|
|
|
||
Return on sales
|
2.2
|
|
|
2.2
|
|
|
—
|
|
|
|
|
Period
|
|
Total Number
of Shares
(or Units)
Purchased
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs
(in millions of dollars)
|
||||||
January 2, 2017 through February 5, 2017
|
|
924
|
|
|
$
|
23.30
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||
February 6, 2017 through March 5, 2017
|
|
20,328
|
|
|
21.85
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 6, 2017 through April 2, 2017
|
|
893
|
|
|
21.86
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
22,145
|
|
|
$
|
21.91
|
|
|
—
|
|
|
|
|
|
KELLY SERVICES, INC.
|
|
|
Date: May 11, 2017
|
|
|
|
|
/s/ Olivier G. Thirot
|
|
Olivier G. Thirot
|
|
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date: May 11, 2017
|
|
|
|
|
/s/ Laura S. Lockhart
|
|
Laura S. Lockhart
|
|
|
|
Vice President, Corporate Controller
|
|
and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
10.3*
|
|
Kelly Services, Inc. Senior Executive Severance Plan
|
|
|
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
*
|
|
Indicates a management contract or compensatory plan or arrangement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kelly Services, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 11, 2017
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/s/ George S. Corona
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George S. Corona
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President and
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Kelly Services, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 11, 2017
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/s/ Olivier G. Thirot
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Olivier G. Thirot
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Senior Vice President and
Chief Financial Officer |
(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 11, 2017
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/s/ George S. Corona
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George S. Corona
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President and
Chief Executive Officer |
(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: May 11, 2017
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/s/ Olivier G. Thirot
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Olivier G. Thirot
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Senior Vice President and Chief Financial Officer
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