|
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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|
Title of each
class |
Trading
Symbols |
Name of each exchange
on which registered |
|
Class A Common
|
KELYA
|
NASDAQ Global Market
|
|
Class B Common
|
KELYB
|
NASDAQ Global Market
|
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
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Non-accelerated filer (Do not check if a smaller reporting company)
|
☐
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☐
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Page Number
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13 Weeks Ended
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39 Weeks Ended
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||||||||||||
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September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||||
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Revenue from services
|
$
|
1,267.7
|
|
|
$
|
1,342.4
|
|
|
$
|
4,017.8
|
|
|
$
|
4,099.2
|
|
|
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|
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||||||||
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Cost of services
|
1,040.0
|
|
|
1,103.3
|
|
|
3,294.5
|
|
|
3,381.4
|
|
||||
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||||||||
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Gross profit
|
227.7
|
|
|
239.1
|
|
|
723.3
|
|
|
717.8
|
|
||||
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|
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||||||||
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Selling, general and administrative expenses
|
210.6
|
|
|
217.2
|
|
|
666.9
|
|
|
663.5
|
|
||||
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|
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|
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|
||||||||
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings from operations
|
17.1
|
|
|
21.9
|
|
|
68.7
|
|
|
54.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Gain (loss) on investment in Persol Holdings
|
(39.3
|
)
|
|
15.8
|
|
|
35.1
|
|
|
(13.0
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense), net
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(1.8
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings (loss) before taxes and equity in net earnings (loss) of affiliate
|
(22.4
|
)
|
|
37.0
|
|
|
102.7
|
|
|
39.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income tax expense (benefit)
|
(12.8
|
)
|
|
5.9
|
|
|
6.3
|
|
|
(3.3
|
)
|
||||
|
|
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|
||||||||
|
Net earnings (loss) before equity in net earnings (loss) of affiliate
|
(9.6
|
)
|
|
31.1
|
|
|
96.4
|
|
|
42.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Equity in net earnings (loss) of affiliate
|
(0.9
|
)
|
|
2.0
|
|
|
(1.0
|
)
|
|
4.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net earnings (loss)
|
$
|
(10.5
|
)
|
|
$
|
33.1
|
|
|
$
|
95.4
|
|
|
$
|
46.8
|
|
|
|
|
|
|
|
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|
||||||||
|
Basic earnings (loss) per share
|
$
|
(0.27
|
)
|
|
$
|
0.84
|
|
|
$
|
2.42
|
|
|
$
|
1.20
|
|
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Diluted earnings (loss) per share
|
$
|
(0.27
|
)
|
|
$
|
0.84
|
|
|
$
|
2.41
|
|
|
$
|
1.19
|
|
|
|
|
|
|
|
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||||||||
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Average shares outstanding (millions):
|
|
|
|
|
|
|
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|
|
||||||
|
Basic
|
39.1
|
|
|
38.8
|
|
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39.0
|
|
|
38.7
|
|
||||
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Diluted
|
39.1
|
|
|
38.9
|
|
|
39.2
|
|
|
38.8
|
|
||||
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||||
|
Net earnings (loss)
|
$
|
(10.5
|
)
|
|
$
|
33.1
|
|
|
$
|
95.4
|
|
|
$
|
46.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments, net of tax benefit of $0.2, $0.9, $0.1 and $0.3, respectively
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
Less: Reclassification adjustments included in net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Foreign currency translation adjustments
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss)
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Comprehensive income (loss)
|
$
|
(16.7
|
)
|
|
$
|
26.1
|
|
|
$
|
94.6
|
|
|
$
|
39.0
|
|
|
|
September 29,
2019 |
|
December 30,
2018 |
||||
|
Assets
|
|
|
|
||||
|
Current Assets
|
|
|
|
||||
|
Cash and equivalents
|
$
|
22.8
|
|
|
$
|
35.3
|
|
|
Trade accounts receivable, less allowances of $12.2 and $13.2, respectively
|
1,262.3
|
|
|
1,293.3
|
|
||
|
Prepaid expenses and other current assets
|
80.7
|
|
|
71.9
|
|
||
|
Total current assets
|
1,365.8
|
|
|
1,400.5
|
|
||
|
|
|
|
|
||||
|
Noncurrent Assets
|
|
|
|
||||
|
Property and equipment:
|
|
|
|
||||
|
Property and equipment
|
297.3
|
|
|
294.7
|
|
||
|
Accumulated depreciation
|
(214.6
|
)
|
|
(208.4
|
)
|
||
|
Net property and equipment
|
82.7
|
|
|
86.3
|
|
||
|
Operating lease right-of-use assets
|
62.2
|
|
|
—
|
|
||
|
Deferred taxes
|
221.0
|
|
|
198.7
|
|
||
|
Goodwill
|
127.8
|
|
|
107.3
|
|
||
|
Investment in Persol Holdings
|
174.9
|
|
|
135.1
|
|
||
|
Investment in equity affiliate
|
120.4
|
|
|
121.3
|
|
||
|
Other assets
|
321.5
|
|
|
265.2
|
|
||
|
Total noncurrent assets
|
1,110.5
|
|
|
913.9
|
|
||
|
|
|
|
|
||||
|
Total Assets
|
$
|
2,476.3
|
|
|
$
|
2,314.4
|
|
|
|
September 29,
2019 |
|
December 30,
2018 |
||||
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
|
Current Liabilities
|
|
|
|
||||
|
Short-term borrowings
|
$
|
17.5
|
|
|
$
|
2.2
|
|
|
Accounts payable and accrued liabilities
|
484.6
|
|
|
540.6
|
|
||
|
Operating lease liabilities
|
19.8
|
|
|
—
|
|
||
|
Accrued payroll and related taxes
|
285.3
|
|
|
266.0
|
|
||
|
Accrued workers’ compensation and other claims
|
25.1
|
|
|
26.0
|
|
||
|
Income and other taxes
|
67.7
|
|
|
62.7
|
|
||
|
Total current liabilities
|
900.0
|
|
|
897.5
|
|
||
|
|
|
|
|
||||
|
Noncurrent Liabilities
|
|
|
|
||||
|
Operating lease liabilities
|
45.3
|
|
|
—
|
|
||
|
Accrued workers’ compensation and other claims
|
48.7
|
|
|
50.5
|
|
||
|
Accrued retirement benefits
|
179.0
|
|
|
162.9
|
|
||
|
Other long-term liabilities
|
55.5
|
|
|
44.0
|
|
||
|
Total noncurrent liabilities
|
328.5
|
|
|
257.4
|
|
||
|
|
|
|
|
||||
|
Commitments and contingencies (see Contingencies footnote)
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Stockholders’ Equity
|
|
|
|
||||
|
Capital stock, $1.00 par value
|
|
|
|
||||
|
Class A common stock, 100.0 shares authorized; 36.6 shares issued at 2019 and 2018
|
36.6
|
|
|
36.6
|
|
||
|
Class B common stock, 10.0 shares authorized; 3.5 shares issued at 2019 and 2018
|
3.5
|
|
|
3.5
|
|
||
|
Treasury stock, at cost
|
|
|
|
||||
|
Class A common stock, 1.0 shares at 2019 and 1.2 shares at 2018
|
(20.7
|
)
|
|
(25.4
|
)
|
||
|
Class B common stock
|
(0.6
|
)
|
|
(0.6
|
)
|
||
|
Paid-in capital
|
22.3
|
|
|
24.4
|
|
||
|
Earnings invested in the business
|
1,224.6
|
|
|
1,138.1
|
|
||
|
Accumulated other comprehensive income (loss)
|
(17.9
|
)
|
|
(17.1
|
)
|
||
|
Total stockholders’ equity
|
1,247.8
|
|
|
1,159.5
|
|
||
|
|
|
|
|
||||
|
Total Liabilities and Stockholders’ Equity
|
$
|
2,476.3
|
|
|
$
|
2,314.4
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
|
September 29,
2019 |
|
September 30,
2018 |
|
September 29,
2019 |
|
September 30,
2018 |
||||||||
|
Capital Stock
|
|
|
|
|
|
|
|
||||||||
|
Class A common stock
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
$
|
36.6
|
|
|
$
|
36.6
|
|
|
$
|
36.6
|
|
|
$
|
36.6
|
|
|
Conversions from Class B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Balance at end of period
|
36.6
|
|
|
36.6
|
|
|
36.6
|
|
|
36.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Class B common stock
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
||||
|
Conversions to Class A
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Balance at end of period
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
|
3.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Treasury Stock
|
|
|
|
|
|
|
|
||||||||
|
Class A common stock
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
(20.9
|
)
|
|
(26.8
|
)
|
|
(25.4
|
)
|
|
(34.6
|
)
|
||||
|
Net issuance of stock awards
|
0.2
|
|
|
0.1
|
|
|
4.7
|
|
|
7.9
|
|
||||
|
Balance at end of period
|
(20.7
|
)
|
|
(26.7
|
)
|
|
(20.7
|
)
|
|
(26.7
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Class B common stock
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
|
Net issuance of stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Balance at end of period
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Paid-in Capital
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
23.2
|
|
|
23.4
|
|
|
24.4
|
|
|
32.2
|
|
||||
|
Net issuance of stock awards
|
(0.9
|
)
|
|
1.6
|
|
|
(2.1
|
)
|
|
(7.2
|
)
|
||||
|
Balance at end of period
|
22.3
|
|
|
25.0
|
|
|
22.3
|
|
|
25.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings Invested in the Business
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
1,238.1
|
|
|
1,134.8
|
|
|
1,138.1
|
|
|
983.6
|
|
||||
|
Cumulative-effect adjustment from adoption of ASU 2016-01, Financial Instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
140.0
|
|
||||
|
Cumulative-effect adjustment from adoption of ASU 2014-09, Revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
|
Net earnings (loss)
|
(10.5
|
)
|
|
33.1
|
|
|
95.4
|
|
|
46.8
|
|
||||
|
Dividends
|
(3.0
|
)
|
|
(2.9
|
)
|
|
(8.9
|
)
|
|
(8.8
|
)
|
||||
|
Balance at end of period
|
1,224.6
|
|
|
1,165.0
|
|
|
1,224.6
|
|
|
1,165.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
|
Balance at beginning of period
|
(11.7
|
)
|
|
(10.0
|
)
|
|
(17.1
|
)
|
|
130.8
|
|
||||
|
Cumulative-effect adjustment from adoption of ASU 2016-01, Financial Instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.0
|
)
|
||||
|
Other comprehensive income (loss), net of tax
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
Balance at end of period
|
(17.9
|
)
|
|
(17.0
|
)
|
|
(17.9
|
)
|
|
(17.0
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Stockholders’ Equity at end of period
|
$
|
1,247.8
|
|
|
$
|
1,185.8
|
|
|
$
|
1,247.8
|
|
|
$
|
1,185.8
|
|
|
|
39 Weeks Ended
|
||||||
|
|
September 29,
2019 |
|
September 30,
2018 |
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net earnings
|
$
|
95.4
|
|
|
$
|
46.8
|
|
|
Adjustments to reconcile net earnings to net cash from operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
23.8
|
|
|
19.5
|
|
||
|
Operating lease asset amortization
|
16.9
|
|
|
—
|
|
||
|
Provision for bad debts
|
3.2
|
|
|
1.3
|
|
||
|
Stock-based compensation
|
4.7
|
|
|
6.7
|
|
||
|
(Gain) loss on investment in Persol Holdings
|
(35.1
|
)
|
|
13.0
|
|
||
|
(Gain) loss on sale of assets
|
(12.3
|
)
|
|
—
|
|
||
|
Equity in net (earnings) loss of PersolKelly Asia Pacific
|
1.0
|
|
|
(4.0
|
)
|
||
|
Other, net
|
(1.0
|
)
|
|
(1.0
|
)
|
||
|
Changes in operating assets and liabilities, net of acquisitions
|
(22.4
|
)
|
|
(49.0
|
)
|
||
|
|
|
|
|
||||
|
Net cash from operating activities
|
74.2
|
|
|
33.3
|
|
||
|
|
|
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Capital expenditures
|
(13.8
|
)
|
|
(17.9
|
)
|
||
|
Acquisition of companies, net of cash received
|
(86.4
|
)
|
|
—
|
|
||
|
Investment in equity securities
|
(1.0
|
)
|
|
(5.0
|
)
|
||
|
Loans to equity affiliate
|
(4.4
|
)
|
|
(2.9
|
)
|
||
|
Proceeds from sale of assets
|
13.8
|
|
|
—
|
|
||
|
Proceeds from company-owned life insurance
|
3.0
|
|
|
—
|
|
||
|
Other investing activities
|
—
|
|
|
(0.8
|
)
|
||
|
|
|
|
|
||||
|
Net cash used in investing activities
|
(88.8
|
)
|
|
(26.6
|
)
|
||
|
|
|
|
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Net change in short-term borrowings
|
15.2
|
|
|
(1.9
|
)
|
||
|
Financing lease payments
|
(0.4
|
)
|
|
—
|
|
||
|
Dividend payments
|
(8.9
|
)
|
|
(8.8
|
)
|
||
|
Payments of tax withholding for stock awards
|
(2.3
|
)
|
|
(6.3
|
)
|
||
|
|
|
|
|
||||
|
Net cash from (used in) financing activities
|
3.6
|
|
|
(17.0
|
)
|
||
|
|
|
|
|
||||
|
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(0.5
|
)
|
|
(0.7
|
)
|
||
|
|
|
|
|
||||
|
Net change in cash, cash equivalents and restricted cash
|
(11.5
|
)
|
|
(11.0
|
)
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
40.1
|
|
|
36.9
|
|
||
|
|
|
|
|
||||
|
Cash, cash equivalents and restricted cash at end of period (1)
|
$
|
28.6
|
|
|
$
|
25.9
|
|
|
|
39 Weeks Ended
|
||||||
|
|
September 29,
2019 |
|
September 30,
2018 |
||||
|
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
22.8
|
|
|
$
|
20.8
|
|
|
Restricted cash included in prepaid expenses and other current assets
|
0.8
|
|
|
0.5
|
|
||
|
Noncurrent assets:
|
|
|
|
||||
|
Restricted cash included in other assets
|
5.0
|
|
|
4.6
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
28.6
|
|
|
$
|
25.9
|
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Branch-Delivered Staffing
|
|
|
|
|
|
|
|
|
||||||||
|
Americas Staffing
|
|
|
|
|
|
|
|
|
||||||||
|
Staffing Solutions
|
|
|
|
|
|
|
|
|
||||||||
|
Commercial
|
|
$
|
366.8
|
|
|
$
|
424.3
|
|
|
$
|
1,143.4
|
|
|
$
|
1,237.2
|
|
|
Educational Staffing
|
|
57.5
|
|
|
57.7
|
|
|
314.5
|
|
|
297.8
|
|
||||
|
Professional/Technical
|
|
83.2
|
|
|
68.8
|
|
|
256.0
|
|
|
206.3
|
|
||||
|
Permanent Placement
|
|
8.5
|
|
|
11.0
|
|
|
26.2
|
|
|
28.8
|
|
||||
|
Total Americas Staffing
|
|
516.0
|
|
|
561.8
|
|
|
1,740.1
|
|
|
1,770.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
International Staffing
|
|
|
|
|
|
|
|
|
||||||||
|
Staffing Solutions
|
|
246.8
|
|
|
270.4
|
|
|
760.7
|
|
|
826.4
|
|
||||
|
Permanent Placement
|
|
6.1
|
|
|
6.8
|
|
|
19.2
|
|
|
22.1
|
|
||||
|
Total International Staffing
|
|
252.9
|
|
|
277.2
|
|
|
779.9
|
|
|
848.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Global Talent Solutions
|
|
|
|
|
|
|
|
|
||||||||
|
Talent Fulfillment
|
|
|
|
|
|
|
|
|
||||||||
|
Staffing Solutions
|
|
251.2
|
|
|
279.0
|
|
|
765.0
|
|
|
851.5
|
|
||||
|
Permanent Placement
|
|
0.5
|
|
|
0.6
|
|
|
1.3
|
|
|
1.4
|
|
||||
|
Talent Solutions
|
|
91.2
|
|
|
94.0
|
|
|
274.2
|
|
|
267.9
|
|
||||
|
Total Talent Fulfillment
|
|
342.9
|
|
|
373.6
|
|
|
1,040.5
|
|
|
1,120.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Outcome-Based Services
|
|
159.6
|
|
|
134.0
|
|
|
468.9
|
|
|
373.3
|
|
||||
|
Total Global Talent Solutions
|
|
502.5
|
|
|
507.6
|
|
|
1,509.4
|
|
|
1,494.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total Intersegment
|
|
(3.7
|
)
|
|
(4.2
|
)
|
|
(11.6
|
)
|
|
(13.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total Revenue from Services
|
|
$
|
1,267.7
|
|
|
$
|
1,342.4
|
|
|
$
|
4,017.8
|
|
|
$
|
4,099.2
|
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Americas
|
|
|
|
|
|
|
|
|
||||||||
|
United States
|
|
$
|
903.2
|
|
|
$
|
942.5
|
|
|
$
|
2,913.4
|
|
|
$
|
2,898.4
|
|
|
Canada
|
|
34.6
|
|
|
37.0
|
|
|
100.8
|
|
|
107.6
|
|
||||
|
Mexico
|
|
32.4
|
|
|
32.3
|
|
|
89.6
|
|
|
92.7
|
|
||||
|
Puerto Rico
|
|
18.8
|
|
|
28.2
|
|
|
57.6
|
|
|
74.2
|
|
||||
|
Brazil
|
|
8.4
|
|
|
8.1
|
|
|
25.1
|
|
|
26.6
|
|
||||
|
Total Americas
|
|
997.4
|
|
|
1,048.1
|
|
|
3,186.5
|
|
|
3,199.5
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
EMEA
|
|
|
|
|
|
|
|
|
||||||||
|
France
|
|
59.7
|
|
|
68.8
|
|
|
188.6
|
|
|
212.7
|
|
||||
|
Switzerland
|
|
50.6
|
|
|
53.8
|
|
|
150.0
|
|
|
156.3
|
|
||||
|
Portugal
|
|
44.0
|
|
|
48.2
|
|
|
135.5
|
|
|
150.5
|
|
||||
|
Russia
|
|
29.9
|
|
|
24.0
|
|
|
84.1
|
|
|
75.7
|
|
||||
|
United Kingdom
|
|
24.9
|
|
|
28.1
|
|
|
81.6
|
|
|
85.6
|
|
||||
|
Italy
|
|
18.5
|
|
|
18.3
|
|
|
59.8
|
|
|
58.1
|
|
||||
|
Germany
|
|
11.5
|
|
|
13.8
|
|
|
32.5
|
|
|
45.0
|
|
||||
|
Ireland
|
|
7.1
|
|
|
11.3
|
|
|
28.1
|
|
|
34.3
|
|
||||
|
Other
|
|
16.6
|
|
|
21.8
|
|
|
51.5
|
|
|
64.6
|
|
||||
|
Total EMEA
|
|
262.8
|
|
|
288.1
|
|
|
811.7
|
|
|
882.8
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total APAC
|
|
7.5
|
|
|
6.2
|
|
|
19.6
|
|
|
16.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total Kelly Services, Inc.
|
|
$
|
1,267.7
|
|
|
$
|
1,342.4
|
|
|
$
|
4,017.8
|
|
|
$
|
4,099.2
|
|
|
Cash
|
$
|
3.5
|
|
|
Trade accounts receivable
|
19.7
|
|
|
|
Other current assets
|
0.3
|
|
|
|
Goodwill
|
13.7
|
|
|
|
Intangibles
|
21.5
|
|
|
|
Other noncurrent assets
|
0.5
|
|
|
|
Current liabilities
|
(4.9
|
)
|
|
|
Purchase price paid, including working capital adjustments
|
$
|
54.3
|
|
|
Cash
|
$
|
0.1
|
|
|
Trade accounts receivable
|
13.9
|
|
|
|
Other current assets
|
0.1
|
|
|
|
Goodwill
|
6.8
|
|
|
|
Intangibles
|
17.3
|
|
|
|
Other noncurrent assets
|
0.4
|
|
|
|
Current liabilities
|
(2.9
|
)
|
|
|
Purchase price paid, including working capital adjustments
|
$
|
35.7
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Pro forma revenues
|
$
|
1,267.7
|
|
|
$
|
1,373.6
|
|
|
$
|
4,017.8
|
|
|
$
|
4,174.9
|
|
|
Pro forma net earnings (loss)
|
(10.5
|
)
|
|
35.6
|
|
|
95.4
|
|
|
50.6
|
|
||||
|
Pro forma basic earnings (loss) per share
|
(0.27
|
)
|
|
0.91
|
|
|
2.42
|
|
|
1.29
|
|
||||
|
Pro forma diluted earnings (loss) per share
|
(0.27
|
)
|
|
0.90
|
|
|
2.41
|
|
|
1.29
|
|
||||
|
|
|
Fair Value Measurements on a Recurring Basis
As of Third Quarter-End 2019 |
||||||||||||||
|
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
(In millions of dollars)
|
||||||||||||||
|
Money market funds
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment in Persol Holdings
|
|
174.9
|
|
|
174.9
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total assets at fair value
|
|
$
|
179.8
|
|
|
$
|
179.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements on a Recurring Basis
As of Year-End 2018 |
||||||||||||||
|
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
(In millions of dollars)
|
||||||||||||||
|
Money market funds
|
|
$
|
4.6
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment in Persol Holdings
|
|
135.1
|
|
|
135.1
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total assets at fair value
|
|
$
|
139.7
|
|
|
$
|
139.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Balance as of year-end 2018
|
$
|
—
|
|
|
Additions charged to Americas Staffing
|
6.3
|
|
|
|
Reductions for cash payments
|
(0.2
|
)
|
|
|
Balance as of first quarter-end 2019
|
6.1
|
|
|
|
Reductions for cash payments
|
(3.1
|
)
|
|
|
Accrual adjustments
|
(0.6
|
)
|
|
|
Balance as of second quarter-end 2019
|
2.4
|
|
|
|
Reductions for cash payments
|
(1.4
|
)
|
|
|
Accrual adjustments
|
(0.1
|
)
|
|
|
Balance as of third quarter-end 2019
|
$
|
0.9
|
|
|
|
As of Year-End 2018
|
|
Additions to Goodwill
|
|
As of Third Quarter-End 2019
|
||||||
|
|
(In millions of dollars)
|
||||||||||
|
Americas Staffing
|
$
|
44.8
|
|
|
$
|
13.7
|
|
|
$
|
58.5
|
|
|
Global Talent Solutions
|
62.5
|
|
|
6.8
|
|
|
69.3
|
|
|||
|
|
$
|
107.3
|
|
|
$
|
20.5
|
|
|
$
|
127.8
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions of dollars)
|
||||||||||||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Beginning balance
|
$
|
(10.3
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(15.7
|
)
|
|
$
|
(6.9
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net current-period other comprehensive income (loss)
|
(6.2
|
)
|
|
(7.0
|
)
|
|
(0.8
|
)
|
|
(7.8
|
)
|
||||
|
Ending balance
|
(16.5
|
)
|
|
(14.7
|
)
|
|
(16.5
|
)
|
|
(14.7
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Unrealized gains and losses on investment:
|
|
|
|
|
|
|
|
||||||||
|
Beginning balance
|
—
|
|
|
—
|
|
|
—
|
|
|
140.0
|
|
||||
|
Cumulative-effect adjustment from adoption of ASU 2016-01, Financial Instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.0
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net current-period other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.0
|
)
|
||||
|
Ending balance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Pension liability adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Beginning balance
|
(1.4
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
|
(2.3
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net current-period other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Ending balance
|
(1.4
|
)
|
|
(2.3
|
)
|
|
(1.4
|
)
|
|
(2.3
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Total accumulated other comprehensive income (loss)
|
$
|
(17.9
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
(17.9
|
)
|
|
$
|
(17.0
|
)
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net earnings (loss)
|
$
|
(10.5
|
)
|
|
$
|
33.1
|
|
|
$
|
95.4
|
|
|
$
|
46.8
|
|
|
Less: earnings allocated to participating securities
|
—
|
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
||||
|
Net earnings (loss) available to common shareholders
|
$
|
(10.5
|
)
|
|
$
|
32.7
|
|
|
$
|
94.4
|
|
|
$
|
46.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average shares outstanding (millions):
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
39.1
|
|
|
38.8
|
|
|
39.0
|
|
|
38.7
|
|
||||
|
Dilutive share awards
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
||||
|
Diluted
|
39.1
|
|
|
38.9
|
|
|
39.2
|
|
|
38.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings (loss) per share
|
$
|
(0.27
|
)
|
|
$
|
0.84
|
|
|
$
|
2.42
|
|
|
$
|
1.20
|
|
|
Diluted earnings (loss) per share
|
$
|
(0.27
|
)
|
|
$
|
0.84
|
|
|
$
|
2.41
|
|
|
$
|
1.19
|
|
|
|
Financial Measure
Performance Shares |
|
TSR
Performance Shares |
||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
|
Nonvested at year-end 2018
|
481
|
|
|
$
|
23.58
|
|
|
173
|
|
|
$
|
23.56
|
|
|
Granted
|
250
|
|
|
25.38
|
|
|
—
|
|
|
—
|
|
||
|
Vested
|
(188
|
)
|
|
28.05
|
|
|
(55
|
)
|
|
19.73
|
|
||
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Nonvested at third quarter-end 2019
|
543
|
|
|
$
|
24.66
|
|
|
118
|
|
|
$
|
25.35
|
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
Nonvested at year-end 2018
|
356
|
|
|
$
|
23.44
|
|
|
Granted
|
183
|
|
|
24.79
|
|
|
|
Vested
|
(109
|
)
|
|
22.61
|
|
|
|
Forfeited
|
(38
|
)
|
|
23.80
|
|
|
|
Nonvested at third quarter-end 2019
|
392
|
|
|
$
|
24.27
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions of dollars)
|
||||||||||||||
|
Interest income
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
Interest expense
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(3.2
|
)
|
|
(2.3
|
)
|
||||
|
Dividend income
|
—
|
|
|
—
|
|
|
1.3
|
|
|
0.8
|
|
||||
|
Foreign exchange gain (loss)
|
0.3
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
||||
|
Other
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other income (expense), net
|
$
|
(0.2
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(1.8
|
)
|
|
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||
|
Description
|
|
Statements of Earnings Location
|
|
2019
|
|
2019
|
||||
|
Operating:
|
|
|
|
|
|
|
||||
|
Operating lease cost
|
|
Selling, general and administrative expenses
|
|
$
|
6.6
|
|
|
$
|
20.3
|
|
|
Short-term lease cost
|
|
Selling, general and administrative expenses
|
|
0.9
|
|
|
2.5
|
|
||
|
Variable lease cost
|
|
Selling, general and administrative expenses
|
|
1.7
|
|
|
5.2
|
|
||
|
Financing:
|
|
|
|
|
|
|
||||
|
Amortization of ROU assets
|
|
Selling, general and administrative expenses
|
|
0.1
|
|
|
0.1
|
|
||
|
Interest on lease liabilities
|
|
Other income (expense), net
|
|
0.1
|
|
|
0.1
|
|
||
|
Total lease cost
|
|
|
|
$
|
9.4
|
|
|
$
|
28.2
|
|
|
Description
|
|
Balance Sheet Location
|
|
As of Third Quarter-End 2019
|
||
|
ROU Assets:
|
|
|
|
|
||
|
Operating
|
|
Operating lease right-of-use assets
|
|
$
|
62.2
|
|
|
Financing
|
|
Property and equipment
|
|
2.8
|
|
|
|
Total lease assets
|
|
|
|
$
|
65.0
|
|
|
|
|
|
|
|
||
|
ROU Liabilities:
|
|
|
|
|
||
|
Operating - current
|
|
Operating lease liabilities, current
|
|
$
|
19.8
|
|
|
Financing - current
|
|
Accounts payable and accrued liabilities
|
|
0.9
|
|
|
|
Operating - noncurrent
|
|
Operating lease liabilities, noncurrent
|
|
45.3
|
|
|
|
Financing - noncurrent
|
|
Other long-term liabilities
|
|
1.5
|
|
|
|
Total lease liabilities
|
|
|
|
$
|
67.5
|
|
|
|
September Year to Date
|
|
|
|
2019
|
|
|
Weighted average remaining lease term (years):
|
|
|
|
Operating leases
|
3.9
|
|
|
Financing leases
|
3.7
|
|
|
Weighted average discount rate:
|
|
|
|
Operating leases
|
5.8
|
%
|
|
Financing leases
|
5.1
|
%
|
|
|
Third Quarter
|
|
September Year to Date
|
||||
|
|
2019
|
|
2019
|
||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
|
Operating cash flows from operating leases
|
$
|
6.3
|
|
|
$
|
19.8
|
|
|
Financing cash flows from financing leases
|
0.2
|
|
|
0.4
|
|
||
|
|
|
|
|
||||
|
ROU assets obtained in exchange for new lease obligations:
|
|
|
|
||||
|
Operating leases
|
$
|
2.2
|
|
|
$
|
6.2
|
|
|
Financing leases
|
1.1
|
|
|
2.8
|
|
||
|
|
Operating Leases
|
|
Financing Leases
|
||||
|
2019, remaining
|
$
|
6.1
|
|
|
$
|
0.3
|
|
|
2020
|
21.9
|
|
|
0.8
|
|
||
|
2021
|
17.5
|
|
|
0.8
|
|
||
|
2022
|
12.3
|
|
|
0.8
|
|
||
|
2023
|
7.0
|
|
|
—
|
|
||
|
2024
|
3.9
|
|
|
—
|
|
||
|
Thereafter
|
4.2
|
|
|
—
|
|
||
|
Total future lease payments
|
72.9
|
|
|
2.7
|
|
||
|
Less: Imputed interest
|
7.8
|
|
|
0.3
|
|
||
|
Total
|
$
|
65.1
|
|
|
$
|
2.4
|
|
|
Fiscal year:
|
|
||
|
2019
|
$
|
26.7
|
|
|
2020
|
20.4
|
|
|
|
2021
|
15.2
|
|
|
|
2022
|
9.8
|
|
|
|
2023
|
4.7
|
|
|
|
Later years
|
4.9
|
|
|
|
|
|
||
|
Total
|
$
|
81.7
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions of dollars)
|
||||||||||||||
|
Revenue from Services:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Americas Staffing
|
$
|
516.0
|
|
|
$
|
561.8
|
|
|
$
|
1,740.1
|
|
|
$
|
1,770.1
|
|
|
Global Talent Solutions
|
502.5
|
|
|
507.6
|
|
|
1,509.4
|
|
|
1,494.1
|
|
||||
|
International Staffing
|
252.9
|
|
|
277.2
|
|
|
779.9
|
|
|
848.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Less: Intersegment revenue
|
(3.7
|
)
|
|
(4.2
|
)
|
|
(11.6
|
)
|
|
(13.5
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Consolidated Total
|
$
|
1,267.7
|
|
|
$
|
1,342.4
|
|
|
$
|
4,017.8
|
|
|
$
|
4,099.2
|
|
|
|
Third Quarter
|
|
September Year to Date
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In millions of dollars)
|
||||||||||||||
|
Earnings from Operations:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Americas Staffing gross profit
|
$
|
93.9
|
|
|
$
|
106.0
|
|
|
$
|
319.9
|
|
|
$
|
322.5
|
|
|
Americas Staffing SG&A expenses
|
(89.8
|
)
|
|
(91.2
|
)
|
|
(284.2
|
)
|
|
(273.8
|
)
|
||||
|
Americas Staffing Earnings from Operations
|
4.1
|
|
|
14.8
|
|
|
35.7
|
|
|
48.7
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Global Talent Solutions gross profit
|
99.6
|
|
|
97.3
|
|
|
299.7
|
|
|
281.8
|
|
||||
|
Global Talent Solutions SG&A expenses
|
(71.2
|
)
|
|
(73.2
|
)
|
|
(220.2
|
)
|
|
(224.0
|
)
|
||||
|
Global Talent Solutions Earnings from Operations
|
28.4
|
|
|
24.1
|
|
|
79.5
|
|
|
57.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
International Staffing gross profit
|
34.7
|
|
|
36.4
|
|
|
105.4
|
|
|
115.4
|
|
||||
|
International Staffing SG&A expenses
|
(31.2
|
)
|
|
(31.6
|
)
|
|
(95.1
|
)
|
|
(99.2
|
)
|
||||
|
International Staffing Earnings from Operations
|
3.5
|
|
|
4.8
|
|
|
10.3
|
|
|
16.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Less: Intersegment gross profit
|
(0.5
|
)
|
|
(0.6
|
)
|
|
(1.7
|
)
|
|
(1.9
|
)
|
||||
|
Less: Intersegment SG&A expenses
|
0.5
|
|
|
0.6
|
|
|
1.7
|
|
|
1.9
|
|
||||
|
Net Intersegment Activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate
|
(18.9
|
)
|
|
(21.8
|
)
|
|
(56.8
|
)
|
|
(68.4
|
)
|
||||
|
Consolidated Total
|
17.1
|
|
|
21.9
|
|
|
68.7
|
|
|
54.3
|
|
||||
|
Gain (loss) on investment in Persol Holdings
|
(39.3
|
)
|
|
15.8
|
|
|
35.1
|
|
|
(13.0
|
)
|
||||
|
Other expense, net
|
(0.2
|
)
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(1.8
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings (loss) before taxes and equity in net earnings (loss) of affiliate
|
$
|
(22.4
|
)
|
|
$
|
37.0
|
|
|
$
|
102.7
|
|
|
$
|
39.5
|
|
|
•
|
Leadership position via scale or specialty
|
|
•
|
Embracing the future of work
|
|
•
|
Being the destination for top talent
|
|
•
|
Investing in innovation and efficiency
|
|
•
|
To grow higher-margin specialty and outsourced solutions, creating a more balanced portfolio that yields benefits from improved mix;
|
|
•
|
To integrate our investments in specialty solutions with significant growth opportunities, such as our acquisitions of GTA and NextGen;
|
|
•
|
To deliver structural improvements in costs through investments in technology and process automation; and
|
|
•
|
To continue to improve our conversion rate.
|
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
1,267.7
|
|
|
$
|
1,342.4
|
|
|
(5.6
|
)%
|
|
|
(4.8
|
)%
|
|
Gross profit
|
227.7
|
|
|
239.1
|
|
|
(4.8
|
)
|
|
|
(4.1
|
)
|
||
|
SG&A expenses excluding restructuring charges
|
210.7
|
|
|
217.2
|
|
|
(3.0
|
)
|
|
|
(2.3
|
)
|
||
|
Restructuring charges
|
(0.1
|
)
|
|
—
|
|
|
NM
|
|
|
|
NM
|
|
||
|
Total SG&A expenses
|
210.6
|
|
|
217.2
|
|
|
(3.0
|
)
|
|
|
(2.4
|
)
|
||
|
Earnings from operations
|
17.1
|
|
|
21.9
|
|
|
(22.2
|
)
|
|
|
|
|||
|
Earnings from operations excluding restructuring charges
|
17.0
|
|
|
21.9
|
|
|
(22.5
|
)
|
|
|
|
|||
|
Diluted earnings (loss) per share
|
(0.27
|
)
|
|
0.84
|
|
|
NM
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Permanent placement income (included in revenue from services)
|
15.1
|
|
|
18.4
|
|
|
(18.3
|
)
|
|
|
(17.3
|
)
|
||
|
Gross profit rate
|
18.0
|
%
|
|
17.8
|
%
|
|
0.2
|
|
pts.
|
|
|
|||
|
Conversion rate
|
7.5
|
|
|
9.2
|
|
|
(1.7
|
)
|
|
|
|
|||
|
Conversion rate excluding restructuring charges
|
7.5
|
|
|
9.2
|
|
|
(1.7
|
)
|
|
|
|
|||
|
Return on sales
|
1.3
|
|
|
1.6
|
|
|
(0.3
|
)
|
|
|
|
|||
|
Return on sales excluding restructuring charges
|
1.3
|
|
|
1.6
|
|
|
(0.3
|
)
|
|
|
|
|||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
516.0
|
|
|
$
|
561.8
|
|
|
(8.1
|
)%
|
|
|
(8.0
|
)%
|
|
Gross profit
|
93.9
|
|
|
106.0
|
|
|
(11.3
|
)
|
|
|
(11.2
|
)
|
||
|
SG&A expenses excluding restructuring charges
|
89.9
|
|
|
91.2
|
|
|
(1.3
|
)
|
|
|
(1.2
|
)
|
||
|
Restructuring charges
|
(0.1
|
)
|
|
—
|
|
|
NM
|
|
|
|
NM
|
|
||
|
Total SG&A expenses
|
89.8
|
|
|
91.2
|
|
|
(1.4
|
)
|
|
|
(1.3
|
)
|
||
|
Earnings from operations
|
4.1
|
|
|
14.8
|
|
|
(72.6
|
)
|
|
|
|
|||
|
Earnings from operations excluding restructuring charges
|
4.0
|
|
|
14.8
|
|
|
(73.1
|
)
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
18.2
|
%
|
|
18.9
|
%
|
|
(0.7
|
)
|
pts.
|
|
|
|||
|
Conversion rate
|
4.3
|
|
|
14.0
|
|
|
(9.7
|
)
|
|
|
|
|||
|
Conversion rate excluding restructuring charges
|
4.2
|
|
|
14.0
|
|
|
(9.8
|
)
|
|
|
|
|||
|
Return on sales
|
0.8
|
|
|
2.6
|
|
|
(1.8
|
)
|
|
|
|
|||
|
Return on sales excluding restructuring charges
|
0.8
|
|
|
2.6
|
|
|
(1.8
|
)
|
|
|
|
|||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
502.5
|
|
|
$
|
507.6
|
|
|
(1.0
|
)%
|
|
|
(0.8
|
)%
|
|
Gross profit
|
99.6
|
|
|
97.3
|
|
|
2.3
|
|
|
|
2.8
|
|
||
|
Total SG&A expenses
|
71.2
|
|
|
73.2
|
|
|
(2.8
|
)
|
|
|
(2.4
|
)
|
||
|
Earnings from operations
|
28.4
|
|
|
24.1
|
|
|
18.0
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
19.8
|
%
|
|
19.2
|
%
|
|
0.6
|
|
pts.
|
|
|
|
||
|
Conversion rate
|
28.5
|
|
|
24.7
|
|
|
3.8
|
|
|
|
|
|||
|
Return on sales
|
5.6
|
|
|
4.7
|
|
|
0.9
|
|
|
|
|
|
||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
252.9
|
|
|
$
|
277.2
|
|
|
(8.8
|
)%
|
|
|
(5.8
|
)%
|
|
Gross profit
|
34.7
|
|
|
36.4
|
|
|
(4.8
|
)
|
|
|
(1.8
|
)
|
||
|
Total SG&A expenses
|
31.2
|
|
|
31.6
|
|
|
(0.9
|
)
|
|
|
2.1
|
|
||
|
Earnings from operations
|
3.5
|
|
|
4.8
|
|
|
(29.6
|
)
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
13.7
|
%
|
|
13.2
|
%
|
|
0.5
|
|
pts.
|
|
|
|
||
|
Conversion rate
|
9.9
|
|
|
13.5
|
|
|
(3.6
|
)
|
|
|
|
|||
|
Return on sales
|
1.4
|
|
|
1.8
|
|
|
(0.4
|
)
|
|
|
|
|
||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
4,017.8
|
|
|
$
|
4,099.2
|
|
|
(2.0
|
)%
|
|
|
(0.7
|
)%
|
|
Gross profit
|
723.3
|
|
|
717.8
|
|
|
0.8
|
|
|
|
1.9
|
|
||
|
SG&A expenses excluding restructuring charges
|
661.3
|
|
|
663.5
|
|
|
(0.3
|
)
|
|
|
0.8
|
|
||
|
Restructuring charges
|
5.6
|
|
|
—
|
|
|
NM
|
|
|
|
NM
|
|
||
|
Total SG&A expenses
|
666.9
|
|
|
663.5
|
|
|
0.5
|
|
|
|
1.6
|
|
||
|
Gain on sale of assets
|
12.3
|
|
|
—
|
|
|
NM
|
|
|
|
|
|||
|
Earnings from operations
|
68.7
|
|
|
54.3
|
|
|
26.3
|
|
|
|
|
|||
|
Earnings from operations excluding restructuring charges
|
74.3
|
|
|
54.3
|
|
|
36.7
|
|
|
|
|
|
||
|
Diluted earnings per share
|
2.41
|
|
|
1.19
|
|
|
102.5
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Permanent placement income (included in revenue from services)
|
46.7
|
|
|
52.3
|
|
|
(10.9
|
)
|
|
|
(8.6
|
)
|
||
|
Gross profit rate
|
18.0
|
%
|
|
17.5
|
%
|
|
0.5
|
|
pts.
|
|
|
|
||
|
Conversion rate
|
9.5
|
|
|
7.6
|
|
|
1.9
|
|
|
|
|
|
||
|
Conversion rate excluding restructuring charges
|
10.3
|
|
|
7.6
|
|
|
2.7
|
|
|
|
|
|
||
|
Return on sales
|
1.7
|
|
|
1.3
|
|
|
0.4
|
|
|
|
|
|
||
|
Return on sales excluding restructuring charges
|
1.8
|
|
|
1.3
|
|
|
0.5
|
|
|
|
|
|||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
1,740.1
|
|
|
$
|
1,770.1
|
|
|
(1.7
|
)%
|
|
|
(1.4
|
)%
|
|
Gross profit
|
319.9
|
|
|
322.5
|
|
|
(0.8
|
)
|
|
|
(0.6
|
)
|
||
|
SG&A expenses excluding restructuring charges
|
278.6
|
|
|
273.8
|
|
|
1.7
|
|
|
|
2.0
|
|
||
|
Restructuring charges
|
5.6
|
|
|
—
|
|
|
NM
|
|
|
|
NM
|
|
||
|
Total SG&A expenses
|
284.2
|
|
|
273.8
|
|
|
3.8
|
|
|
|
4.1
|
|
||
|
Earnings from operations
|
35.7
|
|
|
48.7
|
|
|
(26.7
|
)
|
|
|
|
|
||
|
Earnings from operations excluding restructuring charges
|
41.3
|
|
|
48.7
|
|
|
(15.1
|
)
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
18.4
|
%
|
|
18.2
|
%
|
|
0.2
|
|
pts.
|
|
|
|
||
|
Conversion rate
|
11.2
|
|
|
15.1
|
|
|
(3.9
|
)
|
|
|
|
|
||
|
Conversion rate excluding restructuring charges
|
12.9
|
|
|
15.1
|
|
|
(2.2
|
)
|
|
|
|
|
||
|
Return on sales
|
2.1
|
|
|
2.8
|
|
|
(0.7
|
)
|
|
|
|
|
||
|
Return on sales excluding restructuring charges
|
2.4
|
|
|
2.8
|
|
|
(0.4
|
)
|
|
|
|
|||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
1,509.4
|
|
|
$
|
1,494.1
|
|
|
1.0
|
%
|
|
|
1.4
|
%
|
|
Gross profit
|
299.7
|
|
|
281.8
|
|
|
6.3
|
|
|
|
7.0
|
|
||
|
Total SG&A expenses
|
220.2
|
|
|
224.0
|
|
|
(1.7
|
)
|
|
|
(1.0
|
)
|
||
|
Earnings from operations
|
79.5
|
|
|
57.8
|
|
|
37.5
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
19.9
|
%
|
|
18.9
|
%
|
|
1.0
|
|
pts.
|
|
|
|
||
|
Conversion rate
|
26.5
|
|
|
20.5
|
|
|
6.0
|
|
|
|
|
|
||
|
Return on sales
|
5.3
|
|
|
3.9
|
|
|
1.4
|
|
|
|
|
|
||
|
|
2019
|
|
2018
|
|
Change
|
|
CC
Change
|
|||||||
|
Revenue from services
|
$
|
779.9
|
|
|
$
|
848.5
|
|
|
(8.1
|
)%
|
|
|
(3.0
|
)%
|
|
Gross profit
|
105.4
|
|
|
115.4
|
|
|
(8.7
|
)
|
|
|
(3.6
|
)
|
||
|
Total SG&A expenses
|
95.1
|
|
|
99.2
|
|
|
(4.0
|
)
|
|
|
1.0
|
|
||
|
Earnings from operations
|
10.3
|
|
|
16.2
|
|
|
(36.9
|
)
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
13.5
|
%
|
|
13.6
|
%
|
|
(0.1
|
)
|
pts.
|
|
|
|
||
|
Conversion rate
|
9.7
|
|
|
14.1
|
|
|
(4.4
|
)
|
|
|
|
|||
|
Return on sales
|
1.3
|
|
|
1.9
|
|
|
(0.6
|
)
|
|
|
|
|
||
|
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)
|
||||||
|
July 1, 2019 through August 4, 2019
|
|
306
|
|
|
$
|
26.21
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
August 5, 2019 through September 1, 2019
|
|
2,052
|
|
|
27.19
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
September 2, 2019 through September 29, 2019
|
|
61
|
|
|
24.58
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total
|
|
2,419
|
|
|
$
|
27.00
|
|
|
—
|
|
|
|
|
|
|
|
KELLY SERVICES, INC.
|
|
|
|
|
Date: November 6, 2019
|
|
|
|
|
|
|
/s/ Olivier G. Thirot
|
|
|
Olivier G. Thirot
|
|
|
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
Date: November 6, 2019
|
|
|
|
|
|
|
/s/ Laura S. Lockhart
|
|
|
Laura S. Lockhart
|
|
|
|
|
|
Vice President, Corporate Controller
|
|
|
and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
Exhibit No.
|
|
Description
|
|
|
Code of Business Conduct and Ethics, revised August 2019.
|
|
|
|
|
|
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
|
|
|
|
|
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
•
|
an employee or a family member receiving an improper personal benefit as a result of the employee’s position with the Company. A “family member” means a spouse, parents, children, siblings (whether by blood, marriage, or adoption), or anyone who resides in an employee’s home;
|
|
•
|
outside employment (i.e., a second job) working for a company that is a competitor, business partner, customer, or supplier to the Company;
|
|
•
|
knowingly engaging in any conduct or activity that is inconsistent with the Company's best interests or that disrupts or impairs the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship;
|
|
•
|
accepting compensation or financial benefit, in any form, including loans, from any source other than the Company, which affects job performance in any way, particularly any compensation received from an entity with which the Company has a relationship;
|
|
•
|
offering, giving, or receiving gifts to or from anyone who deals with the Company in cases where the gift is being made to influence our actions in our position with the Company, or where acceptance of the gifts could create the appearance of an impropriety.
|
|
•
|
personally take for ourselves or divert to others opportunities that are discovered through the use of Company property, information or our respective position;
|
|
•
|
use Company employees, property, information, or our respective positions for personal gain; or
|
|
•
|
compete with the Company, directly or indirectly, for business opportunities.
|
|
•
|
Anti-Bribery and Anti-Corruption Policy
|
|
•
|
Code of Business Conduct and Ethics
|
|
•
|
Corporate Disclosure and Communications Policy
|
|
•
|
Corporate Sustainability Policy
|
|
•
|
Global Diversity and Inclusion Training
|
|
•
|
Health and Safety
|
|
•
|
Human Trafficking and Slavery
|
|
•
|
Information Security
|
|
•
|
Insider Trading
|
|
•
|
Privacy Statement
|
|
•
|
Risk Appetite and Tolerance Statement
|
|
•
|
Social Media
|
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Travel, Expense, and Entertainment
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Workplace Violence
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Contacts
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Kelly Services’ Business Conduct & Ethics Reporting Program
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877-978-0049
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https://www.integrity-helpline.com/kellyservices.jsp
or for Europe: https://kellyserviceseu.alertline.com/gcs/welcome
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Sara Hennig, Vice President, Internal Audit
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248-244-4825
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Sara.Hennig@kellyservices.com
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Hannah Lim-Johnson, Senior Vice President and General Counsel
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248-244-7598
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hannah.lim@kellyservices.com
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Jim Polehna, Senior Vice President, Corporate Secretary and Investor Relations
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248-244-4586
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polehjm@kellyservices.com
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Kristin Supancich, Senior Vice President and Chief Human Resources Officer
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248-244-5587
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SUPANKR@kellyservices.com
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1.
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Place your call from a “land line” that allows international calls (not a mobile phone).
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2.
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Using the chart below, locate the Direct Access Code for the country you are calling from.
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3.
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Dial the Direct Access Code provided.
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4.
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When prompted, dial the Hotline Number (877-978-0049).
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5.
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Once connected to the Hotline, follow the prompts to speak with a Hotline representative.
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COUNTRY
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DIRECT ACCESS CODE
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HOTLINE
NUMBER
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Australia (Optus)
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1-800-551-155
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877-978-0049
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Australia (Telstra)
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1-800-881-011
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877-978-0049
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Austria / Österreich
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0800-200-288
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877-978-0049
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Belgium / België
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0-800-100-10
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877-978-0049
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Brazil / Brasil
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0800 890 0288 or 0800-8888-288
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877-978-0049
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China / 中国
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108-888 (Beijing) or 108-11 (rest of China)
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877-978-0049
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Canada
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N/A
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877-978-0049
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Denmark / Danmark
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8001-0010
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877-978-0049
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France
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0800-99-0011 or 0805-701-288
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877-978-0049
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Germany / Deutschland
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0-800-2255-288
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877-978-0049
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Hong Kong / 香港`
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800-96-1111 (HK Telephone) or 800-93-2266 (New World Telephone)
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877-978-0049
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Hungary / Magyarország
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06 800-01111
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877-978-0049
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India / भारत
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000-117
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877-978-0049
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Indonesia / Republik Indonesia
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001-801-10
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877-978-0049
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Italy / Italia
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800-172-444
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877-978-0049
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Japan / 日本 / Nihon
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00 539-111 (KDDI); 0034-811-001 (NTT); 00-663-5111 (Softbank)
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877-978-0049
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Luxembourg
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800 2 0111
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877-978-0049
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Malaysia / مليسيا
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1-800-80-0011
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877-978-0049
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Mexico / México
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01-800-288-2872
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877-978-0049
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Netherlands (Holland) / Nederland
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0800-022-9111
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877-978-0049
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New Zealand
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000-911
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877-978-0049
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Norway / Norge
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800-190-11
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877-978-0049
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Poland / Polska
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0-0-800-111-1111
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877-978-0049
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Portugal
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800-800-128
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877-978-0049
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Puerto Rico
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N/A
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877-978-0049
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Russia / Россия
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363-2400 (Moscow); 8^495-363-2400 (outside Moscow); 363-2400 (St. Petersburg); 8^812-363-2400 (outside St. Petersburg)
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877-978-0049
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Singapore / 新加坡 / Singapuraf
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800-0111-111 (Sing Tel) or 80-0001-0001 (StarHub)
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877-978-0049
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Spain / España
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900-99-00-11
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877-978-0049
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Sweden / Sverige
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020-799-111
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877-978-0049
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Switzerland / Suisse
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0-800-890011
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877-978-0049
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Thailand / ประเทศไทย
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1-800-0001-33 or 001-999-111-11
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877-978-0049
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United States
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N/A
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877-978-0049
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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: November 6, 2019
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/s/ Peter W. Quigley
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Peter W. Quigley
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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: November 6, 2019
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/s/ Olivier G. Thirot
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Olivier G. Thirot
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Executive Vice President and
Chief Financial Officer |
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(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: November 6, 2019
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/s/ Peter W. Quigley
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Peter W. Quigley
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President and
Chief Executive Officer |
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(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: November 6, 2019
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/s/ Olivier G. Thirot
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Olivier G. Thirot
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Executive Vice President and
Chief Financial Officer
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