KELLY SERVICES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective at a reasonable assurance level. Management’s Report on Internal Control Over Financial Reporting Management’s report on internal control over financial reporting is presented preceding the consolidated financial statements on page 51 of this report. Attestation Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of January 3, 2021, as stated in their report which appears herein. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. 44 PART III Information required by Part III with respect to Directors, Executive Officers and Corporate Governance (Item 10), Executive Compensation (Item 11), Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Item 12), Certain Relationships and Related Transactions, and Director Independence (Item 13) and Principal Accounting Fees and Services (Item 14), except as set forth under the titles “Executive Officers of the Registrant,” which is included on pages 45-46, and “Code of Business Conduct and Ethics,” which is included on page 47, (Item 10), and except as set forth under the title “Equity Compensation Plan Information,” which is included on pages 47-48, (Item 12), is to be included in a definitive proxy statement filed not later than 120 days after the close of our fiscal year and the proxy statement, when filed, is incorporated in this report by reference. ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT. The following individuals serve as executive officers of the Company as of January 3, 2021: Name/Office Age Served as an Officer Since Business Experience During Last 5 Years Peter W. Quigley President and Chief Executive Officer 59 2004 Served as officer of the Company. Olivier G. Thirot Executive Vice President and Chief Financial Officer 59 2008 Served as officer of the Company. Peter M. Boland Senior Vice President Chief Marketing Officer 56 2018 January 2018 - Present Served as officer of the Company. January 2012 - June 2017 SVP Brand Marketing - Charles Schwab & Co., San Francisco, CA James H. Bradley Senior Vice President Chief Administrative Officer 56 1996 Served as officer of the Company. Tammy L. Browning Senior Vice President President, KellyOCG 47 2018 October 2018 - Present Served as officer of the Company. October 2010 - April 2018 SVP Global Operations - Yoh Timothy L. Dupree Senior Vice President President, Kelly Professional & Industrial 44 2014 Served as officer of the Company. Dinette Koolhaas Senior Vice President President, Kelly International 51 2008 Served as officer of the Company. 45 ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT (continued) Name/Office Age Served as an Officer Since Business Experience During Last 5 Years Daniel Hugo Malan Senior Vice President President, Kelly Science, Engineering & Technology 51 2020 March 2020 - Present Served as officer of the Company. December 2019 - February 2020 Managing Partner - Talent Capital Advisors August 2018 - November 2019 Chief Operating Officer - Employbridge December 2016 - July 2018 President, Commercial Business - Employbridge November 2014 - November 2016 EVP & President - North America Staffing, CDI Nicola M. Soares Senior Vice President President, Kelly Education 52 2011 Served as officer of the Company. Vanessa P. Williams Senior Vice President General Counsel Assistant Secretary 49 2020 October 2020 - Present Served as officer of the Company. February 2020 - September 2020 SVP, Division General Counsel- Transportation and Third Party Risk Management and Compliance - IHS Markit December 2016 - February 2020 VP, Division General Counsel - Transportation - IHS Markit February 2014 - December 2016 VP, Chief Legal Counsel & Global Privacy Officer - IHS Markit Laura S. Lockhart Vice President, Corporate Controller and Chief Accounting Officer 51 2008 Served as officer of the Company. 46 CODE OF BUSINESS CONDUCT AND ETHICS. We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. The Code of Business Conduct and Ethics is included as Exhibit 14 in the Index to Exhibits on page 101. We have posted our Code of Business Conduct and Ethics on our website at www.kellyservices.com . We intend to post any changes in or waivers from our Code of Business Conduct and Ethics applicable to any of these officers on our website. ITEM 12. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. Equity Compensation Plan Information The following table shows the number of shares of our Class A common stock that may be issued upon the exercise of outstanding options, warrants and rights, the weighted-average exercise price of outstanding options, warrants and rights, and the number of securities remaining available for future issuance under our equity compensation plans as of the fiscal year end for 2020. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) Equity compensation plans approved by security holders - Evergreen provision (1), (2) — $ — — Equity compensation plans approved by security holders - Fixed Share provision (1), (3) — — 3,313,249 Equity compensation plans not approved by security holders (4) — — — Total — $ — 3,313,249 (1) The equity compensation plan approved by our stockholders is our Equity Incentive Plan. (2) The Evergreen provision applied to shares granted prior to May 10, 2017, and the Equity Incentive Plan provided that the maximum number of shares available for grants, including restricted stock, was 15 percent of the outstanding Class A common stock, adjusted for plan activity over the preceding five years. The Company has no plans to issue additional shares under the Evergreen provision that was in effect prior to May 10, 2017. The number of shares to be issued upon exercise of outstanding options, warrants and rights under the Evergreen provision excludes: 24,550 shares of restricted stock; zero shares of financial measure performance shares that have been earned but not yet vested, zero shares of total shareholder return performance awards, and 3,632 shares of single financial measure performance awards. (3) The Fixed Share provision applies to shares granted on and after May 10, 2017, and the amended Equity Incentive Plan provides that the maximum number of shares available for grants is 4,700,000. The number of shares to be issued upon exercise of outstanding options, warrants and rights under the Fixed Share provision excludes: 256,310 shares of restricted stock; performance shares that have been earned but not yet vested totaling zero of financial measure performance awards, zero total shareholder return performance awards, and 136,226 single financial measure performance awards; and performance shares granted to employees and not yet earned or 47 vested totaling 264,160 shares of financial measure performance awards, calculated using an assumed maximum award performance level of 200%, at January 3, 2021. (4) The Non-Employee Directors Deferred Compensation Plan is an equity compensation plan that has not been approved by our stockholders. This plan provides non-employee directors with the opportunity to defer all or a portion of the fees they receive. Participants may elect to have director fees that are paid in either cash or common stock, deferred into the plan. Participants choose from a list of investment funds as determined by the Company for their deferrals of cash. Deferrals of common stock must remain in common stock. Amounts deferred under the plan are subject to applicable tax withholding. The plan is intended to be a non-qualified deferred compensation arrangement in compliance with Section 409A of the Code. Shares acquired by participants in this plan will be issued from the share reserve stated in the Equity Incentive Plan. 48 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this report: (i) Financial statements: Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statements of Earnings for the three fiscal years ended January 3, 2021 Consolidated Statements of Comprehensive Income for the three fiscal years ended January 3, 2021 Consolidated Balance Sheets at January 3, 2021 and December 29, 2019 Consolidated Statements of Stockholders’ Equity for the three fiscal years ended January 3, 2021 Consolidated Statements of Cash Flows for the three fiscal years ended January 3, 2021 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule - For the three fiscal years ended January 3, 2021: Schedule II - Valuation Reserves All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (iii) The Exhibits are listed in the Index to Exhibits included beginning at page 101, which is incorporated herein by reference. (b) The Index to Exhibits and required Exhibits are included following the Financial Statement Schedule beginning at page 101 of this filing. (c) None. ITEM 16. FORM 10-K SUMMARY. None. 49 KELLY SERVICES, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Page Reference in Report on Form 10-K Management’s Report on Internal Control Over Financial Reporting 51 Report of Independent Registered Public Accounting Firm 52 Consolidated Statements of Earnings for the three fiscal years ended January 3, 2021 55 Consolidated Statements of Comprehensive Income for the three fiscal years ended January 3, 2021 56 Consolidated Balance Sheets at January 3, 20 21 and December 29, 2019 57 Consolidated Statements of Stockholders' Equity for the three fiscal years ended January 3, 2021 59 Consolidated Statements of Cash Flows for the three fiscal years ended January 3, 2021 60 Notes to Consolidated Financial Statements 62 Financial Statement Schedule - Schedule II - Valuation Reserves at January 3, 2021, December 29, 2019 and December 30, 2018 100 50 Management’s Report on Internal Control Over Financial Reporting The management of Kelly Services, Inc. (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may change. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of January 3, 2021. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment, management determined that, as of January 3, 2021, the Company’s internal control over financial reporting was effective based on those criteria. The effectiveness of the Company’s internal control over financial reporting as of January 3, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on pages 52-54. 51 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Kelly Services, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Kelly Services, Inc. and its subsidiaries (the “Company”) as of January 3, 2021 and December 29, 2019, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for the years ended January 3, 2021, December 29, 2019, and December 30, 2018, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 3, 2021 and December 29, 2019, and the results of its operations and its cash flows for the years ended January 3, 2021, December 29, 2019, and December 30, 2018, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Changes in Accounting Principles As discussed in Note 26 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue from contracts with customers and investments in equity securities in 2018. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the 52 company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Workers’ Compensation As described in Note 1 to the consolidated financial statements, in the U.S., the Company has a combination of insurance and self-insurance contracts under which they effectively bear the first $1.0 million of risk per single accident. Management establishes the accrual for workers’ compensation claims utilizing actuarial methods to estimate the undiscounted future cash payments that will be made to satisfy the claims, including an allowance for incurred-but-not-reported claims. As of January 3, 2021, the accrual for workers’ compensation, net of related receivables, is $54.6 million. Management retains an independent consulting actuary to establish loss development factors, based on historical claims experience as well as industry experience, and applies those factors to current claims information to derive an estimate of the ultimate claims liability. In preparing the estimates, the consulting actuary considers a number of assumptions and multiple generally accepted actuarial methods in the course of preparing the loss forecast for claims. When claims exceed the applicable loss limit or self-insured retention and realization of recovery of the claim from existing insurance policies is deemed probable, management records a receivable from the insurance company for the excess amount. Management evaluates the accrual quarterly throughout the year and makes adjustments as needed. The principal considerations for our determination that performing procedures relating to workers’ compensation is a critical audit matter are (i) the significant judgment by management when determining the actuarial methods and the significant assumptions to use in establishing the accrual for workers’ compensation claims; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s actuarial methods and significant assumptions related to the loss development factors; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s accrual for workers’ compensation claims, including controls over the actuarial methods and development of significant assumptions. These procedures also included, among others (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate for the accrual for workers’ compensation claims and (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate involved (i) testing the completeness and accuracy of underlying data provided by management; (ii) evaluating management’s actuarial methods and significant assumptions related to the loss development factors; and (iii) independently developing the loss development factors and actuarial methods used. Goodwill Impairment Assessment - Americas Staffing and Global Talent Solutions (“GTS”) Reporting Units As described in Note 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $3.5 million as of January 3, 2021. Management performs its annual goodwill impairment testing in the fourth quarter each year and regularly assesses whenever events or circumstances make it more likely than not that an impairment may have occurred. During the first quarter of 2020, negative market reaction to the COVID-19 crisis, including declines in the Company’s common stock price, caused the market capitalization to decline significantly compared to the fourth quarter of 2019, causing a triggering event. Therefore, management performed an interim step one quantitative test for reporting units with goodwill, Americas Staffing and GTS, and determined that the estimated fair values of both reporting units no longer exceeded their carrying values. Based on the result of the interim goodwill impairment test in the first quarter of 2020, management recorded a goodwill impairment charge of $147.7 million to write off goodwill for both reporting units. Management determined the fair value of each reporting unit using the income approach, which was validated through reconciliation to observable market 53 capitalization data. Management’s analysis used significant assumptions including expected future revenue and expense growth rates, profit margins, discount rate, forecasted capital expenditures and working capital. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the Americas Staffing and GTS reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to expected future revenue growth rates, profit margins and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Americas Staffing and GTS reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value measurement of the reporting units; (ii) evaluating the appropriateness of the income approach, including testing management’s reconciliation to observable market capitalization data; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the significant assumptions used by management related to the expected future revenue growth rates, profit margins and the discount rate. Evaluating management’s assumptions related to the expected future revenue growth rates and profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s income approach and the discount rate assumption. /s/ PricewaterhouseCoopers LLP Detroit, Michigan February 18, 2021 We have served as the Company’s auditor since 1960. 54 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS 2020 2019 2018 (In millions of dollars except per share items) Revenue from services $ 4,516.0 $ 5,355.6 $ 5,513.9 Cost of services 3,688.4 4,387.2 4,541.7 Gross profit 827.6 968.4 972.2 Selling, general and administrative expenses 805.6 883.1 884.8 Goodwill impairment charge 147.7 — — Gain on sale of assets ( 32.1 ) ( 12.3 ) — Asset impairment charge — 15.8 — Earnings (loss) from operations ( 93.6 ) 81.8 87.4 Gain (loss) on investment in Persol Holdings ( 16.6 ) 35.8 ( 96.2 ) Other income (expense), net 3.4 ( 1.2 ) ( 0.6 ) Earnings (loss) before taxes and equity in net earnings (loss) of affiliate ( 106.8 ) 116.4 ( 9.4 ) Income tax expense (benefit) ( 34.0 ) 0.4 ( 27.1 ) Net earnings before equity in net earnings (loss) of affiliate ( 72.8 ) 116.0 17.7 Equity in net earnings (loss) of affiliate 0.8 ( 3.6 ) 5.2 Net earnings (loss) $ ( 72.0 ) $ 112.4 $ 22.9 Basic earnings (loss) per share $ ( 1.83 ) $ 2.85 $ 0.59 Diluted earnings (loss) per share $ ( 1.83 ) $ 2.84 $ 0.58 Average shares outstanding (millions): Basic 39.3 39.1 38.8 Diluted 39.3 39.2 39.1 See accompanying Notes to Consolidated Financial Statements. 55 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 2020 2019 2018 (In millions of dollars) Net earnings (loss) $ ( 72.0 ) $ 112.4 $ 22.9 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax expense of $0.2 million, tax benefit of $0.1 million and tax benefit of $0.4 million, respectively 13.9 2.5 ( 8.4 ) Less: Reclassification adjustments included in net earnings ( 1.5 ) — ( 0.4 ) Foreign currency translation adjustments 12.4 2.5 ( 8.8 ) Pension liability adjustments, net of tax benefit of $0.1 million, tax benefit of $0.3 million and tax expense of $0.2 million, respectively ( 0.9 ) ( 1.3 ) 0.8 Less: Reclassification adjustments included in net earnings 0.1 0.1 0.1 Pension liability adjustments ( 0.8 ) ( 1.2 ) 0.9 Other comprehensive income (loss), net of tax 11.6 1.3 ( 7.9 ) Comprehensive income (loss) $ ( 60.4 ) $ 113.7 $ 15.0 See accompanying Notes to Consolidated Financial Statements. 56 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2020 2019 (In millions of dollars) Assets Current Assets Cash and equivalents $ 223.0 $ 25.8 Trade accounts receivable, less allowances of $13.3 million and $12.9 million, respectively 1,265.2 1,282.2 Prepaid expenses and other current assets 61.4 76.5 Properties held for sale — 21.2 Total current assets 1,549.6 1,405.7 Noncurrent Assets Property and equipment: Property and equipment 222.3 225.8 Accumulated depreciation ( 181.3 ) ( 182.7 ) Net property and equipment 41.0 43.1 Operating lease right-of-use assets 83.2 60.4 Deferred taxes 282.0 229.1 Goodwill, net 3.5 127.8 Investment in Persol Holdings 164.2 173.2 Investment in equity affiliate 118.5 117.2 Other assets 319.9 324.1 Total noncurrent assets 1,012.3 1,074.9 Total Assets $ 2,561.9 $ 2,480.6 See accompanying Notes to Consolidated Financial Statements. 57 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2020 2019 (In millions of dollars) Liabilities and Stockholders' Equity Current Liabilities Short-term borrowings $ 0.3 $ 1.9 Accounts payable and accrued liabilities 536.8 503.6 Operating lease liabilities 19.6 20.1 Accrued payroll and related taxes 293.0 267.6 Accrued workers' compensation and other claims 22.7 25.7 Income and other taxes 53.2 65.2 Total current liabilities 925.6 884.1 Noncurrent Liabilities Operating lease liabilities 67.5 43.3 Accrued payroll and related taxes 58.5 — Accrued workers' compensation and other claims 42.2 45.8 Accrued retirement benefits 205.8 187.4 Other long-term liabilities 59.3 55.5 Total noncurrent liabilities 433.3 332.0 Commitments and contingencies (See Commitments and Contingencies footnotes) Stockholders' Equity Capital stock, $1.00 par value Class A common stock, 100.0 million shares authorized; 36.7 million shares issued at 2020 and 36.6 million at 2019 36.7 36.6 Class B common stock, 10.0 million shares authorized; 3.4 million shares issued at 2020 and 3.5 million at 2019 3.4 3.5 Treasury stock, at cost Class A common stock, 0.8 million shares at 2020 and 1.0 million at 2019 ( 16.5 ) ( 20.3 ) Class B common stock ( 0.6 ) ( 0.6 ) Paid-in capital 21.3 22.5 Earnings invested in the business 1,162.9 1,238.6 Accumulated other comprehensive income (loss) ( 4.2 ) ( 15.8 ) Total stockholders' equity 1,203.0 1,264.5 Total Liabilities and Stockholders' Equity $ 2,561.9 $ 2,480.6 See accompanying Notes to Consolidated Financial Statements. 58 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 2020 2019 2018 (In millions of dollars) Capital Stock Class A common stock Balance at beginning of year $ 36.6 $ 36.6 $ 36.6 Conversions from Class B 0.1 — — Balance at end of year 36.7 36.6 36.6 Class B common stock Balance at beginning of year 3.5 3.5 3.5 Conversions to Class A ( 0.1 ) — — Balance at end of year 3.4 3.5 3.5 Treasury Stock Class A common stock Balance at beginning of year ( 20.3 ) ( 25.4 ) ( 34.6 ) Net issuance of stock awards 3.8 5.1 9.2 Balance at end of year ( 16.5 ) ( 20.3 ) ( 25.4 ) Class B common stock Balance at beginning of year ( 0.6 ) ( 0.6 ) ( 0.6 ) Net issuance of stock awards — — — Balance at end of year ( 0.6 ) ( 0.6 ) ( 0.6 ) Paid-in Capital Balance at beginning of year 22.5 24.4 32.2 Net issuance of stock awards ( 1.2 ) ( 1.9 ) ( 7.8 ) Balance at end of year 21.3 22.5 24.4 Earnings Invested in the Business Balance at beginning of year 1,238.6 1,138.1 983.6 Cumulative-effect adjustment from adoption of ASU 2016-13, Credit Losses ( 0.7 ) — — 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) ( 72.0 ) 112.4 22.9 Dividends ( 3.0 ) ( 11.9 ) ( 11.8 ) Balance at end of year 1,162.9 1,238.6 1,138.1 Accumulated Other Comprehensive Income (Loss) Balance at beginning of year ( 15.8 ) ( 17.1 ) 130.8 Cumulative-effect adjustment from adoption of ASU 2016-01, Financial Instruments — — ( 140.0 ) Other comprehensive income (loss), net of tax 11.6 1.3 ( 7.9 ) Balance at end of year ( 4.2 ) ( 15.8 ) ( 17.1 ) Stockholders’ Equity at end of year $ 1,203.0 $ 1,264.5 $ 1,159.5 See accompanying Notes to Consolidated Financial Statements. 59 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2020 2019 2018 (In millions of dollars) Cash flows from operating activities: Net earnings (loss) $ ( 72.0 ) $ 112.4 $ 22.9 Adjustments to reconcile net earnings to net cash from operating activities: Goodwill impairment charge 147.7 — — Deferred income taxes ( 57.1 ) ( 18.3 ) ( 47.5 ) Depreciation and amortization 24.2 31.6 26.2 Operating lease asset amortization 21.1 22.3 — Provision for credit losses and sales allowances 12.8 4.1 3.0 Stock-based compensation 3.9 5.6 8.1 (Gain) loss on investment in Persol Holdings 16.6 ( 35.8 ) 96.2 (Gain) loss on sale of assets ( 32.1 ) ( 12.3 ) — Asset impairment charge — 15.8 — Equity in net (earnings) loss of PersolKelly Pte. Ltd. ( 0.8 ) 3.6 ( 5.2 ) Other, net 1.4 ( 0.4 ) ( 0.8 ) Changes in operating assets and liabilities, net of acquisitions 120.3 ( 26.4 ) ( 41.5 ) Net cash from operating activities 186.0 102.2 61.4 Cash flows from investing activities: Capital expenditures ( 15.5 ) ( 20.0 ) ( 25.6 ) Proceeds from sale of assets 55.5 13.8 — Acquisition of companies, net of cash received ( 39.2 ) ( 86.4 ) — Proceeds from company-owned life insurance 2.3 3.0 7.9 Proceeds from sale of Brazil, net of cash disposed 1.2 — — Proceeds (payments) related to loans to equity affiliate 5.6 ( 4.4 ) ( 7.0 ) Investment in equity securities ( 0.2 ) ( 1.0 ) ( 5.0 ) Other investing activities 0.1 0.7 ( 0.1 ) Net cash from (used in) investing activities 9.8 ( 94.3 ) ( 29.8 ) Cash flows from financing activities: Net change in short-term borrowings ( 1.7 ) ( 0.3 ) ( 7.8 ) Financing lease payments ( 2.0 ) ( 0.7 ) — Dividend payments ( 3.0 ) ( 11.9 ) ( 11.8 ) Payments of tax withholding for stock awards ( 1.2 ) ( 2.5 ) ( 6.9 ) Other financing activities ( 0.2 ) ( 0.7 ) — Net cash used in financing activities ( 8.1 ) ( 16.1 ) ( 26.5 ) Effect of exchange rates on cash, cash equivalents and restricted cash 9.4 ( 0.9 ) ( 1.9 ) Net change in cash, cash equivalents and restricted cash 197.1 ( 9.1 ) 3.2 Cash, cash equivalents and restricted cash at beginning of year 31.0 40.1 36.9 Cash, cash equivalents and restricted cash at end of year (1) $ 228.1 $ 31.0 $ 40.1 60 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts reported in our consolidated balance sheet: 2020 2019 2018 (In millions of dollars) Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and equivalents $ 223.0 $ 25.8 $ 35.3 Restricted cash included in prepaid expenses and other current assets — 0.2 0.1 Noncurrent assets: Restricted cash included in other assets 5.1 5.0 4.7 Cash, cash equivalents and restricted cash at end of year $ 228.1 $ 31.0 $ 40.1 See accompanying Notes to Consolidated Financial Statements. 61 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Nature of Operations Kelly Services, Inc. is a specialty talent and workforce solutions provider operating throughout the world. Fiscal Year The Company’s fiscal year ends on the Sunday nearest to December 31. The three most recent years ended on January 3, 2021 (2020, which contained 53 weeks), December 29, 2019 (2019, which contained 52 weeks) and December 30, 2018 (2018, which contained 52 weeks). Period costs included in selling, general and administrative (“SG&A”) expenses are recorded on a calendar-year basis. The Company’s operations in Brazil were accounted for on a one-month lag, until the Company sold the Brazil operations in the third quarter of 2020. The Company’s equity method investment in PersolKelly Pte. Ltd. are accounted for on a one-quarter lag (see Investment in PersolKelly Pte. Ltd. footnote). Any material transactions in the intervening period are disclosed or accounted for in the current reporting period. Principles of Consolidation The consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current presentation. Investment in Persol Holdings The Company’s investment in Persol Holdings, as further described in the Investment in Persol Holdings footnote, is carried at fair value with the changes in fair value recognized in net earnings. The fair value of the investment is based on the quoted market price. Investment in PersolKelly Pte. Ltd. The Company has a 49 % ownership interest in its equity affiliate, PersolKelly Pte. Ltd., which is accounted for under the equity method. The operating results of the equity affiliate are recorded on a one-quarter lag and included in equity in net earnings (loss) of affiliate in the consolidated statements of earnings. Foreign Currency Translation All of the Company’s international subsidiaries use their local currency as their functional currency, which is the currency in which they transact the majority of their activities. Revenue and expense accounts of foreign subsidiaries are translated to U.S. dollars at average exchange rates, while assets and liabilities are translated to U.S. dollars at year-end exchange rates. Resulting translation adjustments, net of tax, where applicable, are reported as accumulated foreign currency translation adjustments in stockholders’ equity and are recorded as a component of accumulated other comprehensive income (loss). Revenue Recognition Revenues are recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Our revenues are recorded net of any sales, value added, or similar taxes collected from our customers. We generate revenue from: the hourly sales of services by our temporary employees to customers (“staffing services” revenue), the recruiting of permanent employees for our customers (“permanent placement” revenue), and through our talent fulfillment and outcome-based activities (“talent solutions” and “outcome-based services” revenue). We record revenues from sales of services and the related direct costs in accordance with the accounting guidance on reporting revenue gross as a principal versus net as an agent. When Kelly is the principal, we demonstrate control over the service by being the employer of record for the individuals performing the service, by being primarily responsible to our customers and by having a level of discretion in establishing pricing in which the gross amount is recorded as revenues. When Kelly arranges for other contingent labor suppliers and/or service providers to perform services for the customer, we do not control those services before they are transferred, and therefore, the amounts billed to our customers are net of the amounts paid to the secondary suppliers/service providers and the net amount is recorded as revenues. Staffing Services Revenue Staffing services contracts are short-term in nature. Billings are generally negotiated and invoiced on a per-hour or per-unit basis as the temporary staffing services are transferred to the customer. Revenue from the majority of our staffing services continues to be recognized over time as the customer simultaneously receives and consumes the services we provide. We have applied the practical expedient to recognize revenue for these services over the term of the agreement in proportion to the amount we have the right to invoice the customer. 62 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Permanent Placement Revenue Permanent placement revenue is recorded at the point in time the permanent placement candidate begins full-time employment. On the candidate start date, the customer accepts the candidate and can direct the use of the candidate as well as obtains the significant risk and rewards of the candidate. We consider this the point the control transfers to the customer. Outcome-Based Services Revenue Billings are generally negotiated and invoiced on a measure of time (hours, weeks, months) or per-unit basis for our services performed. We continue to recognize revenue from the majority of our outcome-based services over time as the customer simultaneously receives and consumes the services we provide. For the majority of our outcome-based services, we have applied the practical expedient to recognize revenue for these services over the term of the agreement in proportion to the amount we have the right to invoice the customer. Talent Solutions Revenue Talent Solution services include: overall program management of our client’s contingent workforce, external vendors and/or independent contractors, end-to-end talent acquisition, and payroll outsourcing. Billings are generally negotiated and invoiced as a fee-based commission contingent on the amount of services managed through the program, a monthly management fee, measure of time (hours), or a per-unit basis for our services performed. We continue to recognize revenue for talent solution services over time as the customer simultaneously receives and consumes the services we provide. We have applied the practical expedient to recognize revenue for these services over the term of the agreement in proportion to the amount we have the right to invoice the customer. Variable Consideration Certain customers may receive cash-based incentives or credits, which are accounted for as a form of variable consideration. We estimate these amounts based on the expected or likely amount to be provided to customers and reduce revenues recognized to the extent that it is probable that a significant reversal of such adjustment will not occur. Provisions for sales allowances (billing adjustments related to errors, service issues and compromises on billing disputes), based on historical experience, are recognized at the time the related sale is recognized as a reduction in revenue from services. Payment Terms Customer payments are typically due within 60 days of invoicing, but may be shorter or longer depending on contract terms. Management does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the services to the customer will be less than one year. We do not have any significant financing components or extended payment terms. Deferred Revenue Items which are billed to the customer at a point in time, rather than billed over time as the services are delivered to the customer, are assessed for potential revenue deferral. At this time, the balance of the contract liability as well as the amount of revenue recognized in the reporting period that was included in the deferred revenue balance at the beginning of the period is not material. Deferred Costs Sales commissions paid at initial contract inception and upon contract renewal by our sales team are considered incremental and recoverable costs of obtaining a contract with a customer. The sales commissions (and related fringe benefits such as taxes and benefits) are deferred and then amortized on a straight-line basis over an appropriate period of benefit that we have determined to be contract duration. We determined the period of benefit by taking into consideration our customer contracts and other relevant factors. Anticipated renewal periods are not included in the amortization period of the initial commission. Amortization expense is included in SG&A expenses in the consolidated statements of earnings. As a practical expedient, sales commissions with amortization periods of 12 months or less are expensed as incurred. These costs are recorded in SG&A expenses in the consolidated statements of earnings. Occasionally, fulfillment costs are incurred after obtaining a contract in order to generate a resource that will be used to provide our services. These costs are considered incremental and recoverable costs to fulfill our contract with the customer. These costs to fulfill a contract are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be the average length of assignment of the employees. We determined the period of benefit by taking into consideration our customer contracts, attrition rates and other relevant factors. Amortization expense is included in SG&A expenses in the consolidated statements of earnings. 63 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Unsatisfied Performance Obligations The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Allowance for Credit Losses - Trade Accounts Receivable The Company records an allowance for uncollectible accounts receivable, billed and unbilled, based on historical loss experience, customer payment patterns, current economic trends, and reasonable and supportable forecasts, as applicable. The reserve for sales allowances is also included in the allowance for uncollectible accounts receivable. The Company estimates the current expected credit losses by applying internally developed loss rates to all outstanding receivable balances by aging category. Accounts receivable are written-off against the allowance when they are deemed uncollectible. The Company reviews the adequacy of the allowance for uncollectible accounts receivable on a quarterly basis and, if necessary, increases or decreases the balance by recording a charge or credit to SG&A expenses for the portion of the adjustment relating to uncollectible accounts receivable, and a charge or credit to revenue from services for the portion of the adjustment relating to sales allowances. We are exposed to credit losses primarily through our sales of workforce solution services to customers. We establish an allowance for estimated credit losses in the current period resulting from the failure of our customers to make required payments on their trade accounts receivable in future periods. We pool such assets by geography and other similar risk characteristics, such as accounts in collection, and apply an aging method to estimate future credit losses utilizing inputs such as historical write-off experience, customer payment patterns, current collection data, and reasonable and supportable forecasts, as applicable. Credit risk with respect to accounts receivable is limited due to short payment terms. The Company also performs ongoing credit evaluations using applicable credit ratings of its customers to help analyze credit risk. We monitor ongoing credit exposure thr ough frequent review of past due accounts (based on the payment terms of the contract) and follow-up with customers, as appropriate. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. Allowance for Credit Losses - Other Financial Assets The Company measures expected credit losses on qualified financial assets that do not result from revenue transactions using a probability of default method by type of financing receivable. The estimate of expected credit losses considers credit ratings, financial data, historical write-off experience, current conditions, and reasonable and supportable forecasts, as applicable, to estimate the risk of loss. Cost of Services Cost of services are those costs directly associated with the earning of revenue. The primary examples of these types of costs are temporary employee wages, along with other employee related costs, including associated payroll taxes, temporary employee benefits, such as service bonus and holiday pay, and workers’ compensation costs. These costs differ fundamentally from SG&A expenses in that they arise specifically from the action of providing our services to customers whereas SG&A costs are incurred regardless of whether or not we place temporary employees with our customers. Advertising Expenses Advertising expenses, which are expensed as incurred and are included in SG&A expenses, were $ 8.1 million in 2020, $ 9.4 million in 2019 and $ 8.7 million in 2018. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, the accounting for the allowance for uncollectible accounts receivable and credit losses, workers’ compensation, goodwill and long-lived asset impairment, valuation of acquired intangibles, impairment of equity affiliates, litigation costs and income taxes. Actual results could differ materially from those estimates. Cash and Equivalents Cash and equivalents are stated at fair value. The Company considers securities with original maturities of three months or less to be cash and equivalents. Property and Equipment Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives. Cost and estimated useful lives of property and equipment by function are as follows: 64 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Category 2020 2019 Life (In millions of dollars) Land $ — $ — — Work in process 0.4 2.7 — Buildings and improvements 12.9 13.0 15 to 40 years Computer hardware and software 152.3 153.1 3 to 12 years Equipment, furniture and fixtures 34.8 34.1 5 years Leasehold improvements 21.9 22.9 HQ: 15 years Branches: Lesser of the lease or 5 years Total property and equipment $ 222.3 $ 225.8 The Company capitalizes external costs and internal payroll costs directly incurred in the development of software for internal use as required by the Internal-Use Software Subtopic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Work in process represents capitalized costs for internal use software not yet in service. Depreciation expense was $ 16.8 million for 2020, $ 25.3 million for 2019 and $ 24.0 million for 2018. Leases Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since most of the Company’s leases do not have an implicit borrowing rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our leases may include options allowing us in our sole discretion to extend or terminate the lease, and when it is reasonably certain that we will exercise those options, we will include those periods in our lease term. Variable costs, such as payments for insurance and tax payments, are expensed when the obligation for those payments is incurred. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the acquisition date fair value of net assets acquired. Purchased intangible assets are primarily comprised of acquired trade names and customer relationships that are recorded at fair value at the date of acquisition. The fair value of trade name intangibles is determined using the relief-from-royalty method, which relies on the use of estimates and assumptions about projected revenue growth and discount rates. The fair value of customer relationship intangibles is determined using the multi-period excess earnings method, which relies on the use of estimates and assumptions about projected revenue growth, customer attrition, and discount rates. Purchased intangible assets with definite lives are amortized over their respective useful lives (from 4 to 15 years) on a straight-line basis. Impairment of Long-Lived Assets, Intangible Assets, Goodwill, Equity Method Investments and Equity Securities The Company evaluates long-lived assets and intangible assets with definite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When estimated undiscounted future cash flows will not be sufficient to recover the carrying amount of the asset group, in which the long-lived asset being tested for impairment resides, the asset is written down to its estimated fair value. Assets to be disposed of by sale, if any, are reported at the lower of the carrying amount or estimated fair value less cost to sell. We test goodwill for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Generally accepted accounting principles require that goodwill be tested for impairment at a reporting unit level. For segments with a goodwill balance, we have determined that our reporting units are the same as our operating and reportable segments based on our organizational structure. We may first use a qualitative assessment for the annual impairment test if we have determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value. In conducting the qualitative assessment, we assess the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. Such events and circumstances may include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, entity-specific events and events affecting a reporting unit. If we elect to forgo the qualitative assessment for a reporting unit, goodwill is tested for impairment by comparing the estimated fair value of a reporting unit to its carrying value. If the estimated fair value of a reporting unit exceeds the carrying value of 65 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) the net assets assigned to a reporting unit, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of a reporting unit, goodwill is deemed impaired and is written down to the extent of the difference. To derive the estimated fair value of reporting units, we primarily relied on an income approach, which was validated through reconciliation to observable market capitalization data. Under the income approach, estimated fair value is determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit being measured. Estimated future cash flows are based on our internal projection model and reflects management’s outlook for the reporting units. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts. Our analysis used significant assumptions by reporting unit, including: expected future revenue and expense growth rates, profit margins, discount rate, forecasted capital expenditures and working capital. We evaluate our equity method investment on a quarterly basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If we conclude that there is an other-than-temporary impairment of our equity method investment, we will adjust our carrying amount of our investment to the adjusted fair value. We evaluate our equity securities measured under the measurement alternative for indicators of impairment on a quarterly basis and whenever observable price changes occur. The measurement alternative represents cost, less impairment, plus or minus observable price changes. Quarterly, we also confirm the securities still qualify to be measured in accordance with the measurement alternative. The value of the securities will be adjusted for any increases or decreases as a result of an observable price change. Accounts Payable Included in accounts payable are book overdrafts, which are outstanding checks in excess of funds on deposit. Such amounts totaled $ 9.3 million and $ 5.9 million at year-end 2020 and 2019, respectively. Accrued Payroll and Related Taxes Included in current accrued payroll and related taxes are book overdrafts, which are outstanding checks in excess of funds on deposit. Such amounts totaled $ 11.0 million and $ 21.9 million at year-end 2020 and 2019, respectively. Payroll taxes for temporary employees are recognized proportionately to direct wages for interim periods based on expected full-year amounts. Included in current and noncurrent accrued payroll and related taxes are deferred U.S. payroll tax payments as allowed by COVID-19 economic relief legislation. Income Taxes The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. The U.S. work opportunity credit is allowed for wages earned by employees in certain targeted groups. The actual amount of creditable wages in a particular period is estimated, since the credit is only available once an employee reaches a minimum employment period and the employee’s inclusion in a targeted group is certified by the applicable state. As these events often occur after the period the wages are earned, judgment is required in determining the amount of work opportunity credits accrued for in each period. We evaluate the accrual regularly throughout the year and make adjustments as needed. Uncertain tax positions that are taken or expected to be taken in a tax return are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to income taxes are classified as income tax expense. U.S. taxes on global intangible low-taxed income (“GILTI”) are accounted for as incurred. Stock-Based Compensation The Company may grant restricted stock awards and units (collectively, “restricted stock”) and performance awards to key employees associated with the Company’s Class A stock. The Company utilizes the market price on the date of grant as the fair value for restricted stock and the market price on the date of grant less the present value of the expected dividends not received during the vesting period for performance awards. The Company also estimates the fair value of performance awards related to relative total shareholder return or awards with a total shareholder return modifier using a Monte Carlo simulation model. The value of awards is recognized as expense, net of forfeitures as they occur, over the requisite service periods in SG&A expense in the Company’s consolidated statements of earnings. 66 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Earnings Per Share Restricted stock that entitle their holders to receive nonforfeitable dividends before vesting are considered participating securities and, therefore, are included in the calculation of earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under this method, earnings from continuing operations (or net earnings) is reduced by the amount of dividends declared, and the remaining undistributed earnings is allocated to common stock and participating securities based on the proportion of each class’s weighted average shares outstanding to the total weighted average shares outstanding. The calculation of diluted earnings per share includes the effect of potential common shares outstanding in the average weighted shares outstanding. Workers’ Compensation In the U.S., the Company has a combination of insurance and self-insurance contracts under which we effectively bear the first $ 1.0 million of risk per single accident. The Company establishes accruals for workers’ compensation claims utilizing actuarial methods to estimate the undiscounted future cash payments that will be made to satisfy the claims, including an allowance for incurred-but-not-reported claims. The Company retains an independent consulting actuary to establish loss development factors, based on historical claims experience as well as industry experience, and applies those factors to current claims information to derive an estimate of the ultimate claims liability. In preparing the estimates, the consulting actuary considers a number of assumptions and multiple generally accepted actuarial methods in the course of preparing the loss forecast for claims. When claims exceed the applicable loss limit or self-insured retention and realization of recovery of the claim from existing insurance policies is deemed probable, the Company records a receivable from the insurance company for the excess amount. The receivable is included in prepaid expenses and other current assets and other assets in the consolidated balance sheet at year end. The Company evaluates the accrual quarterly throughout the year and makes adjustments as needed, and the ultimate cost of these claims may be greater than or less than the established accrual. 2. Revenue Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. We recorded a net increase to opening earnings invested in the business of $ 3.4 million as of January 1, 2018 due to the cumulative impact of adopting ASC 606. The impact is primarily driven by the deferral of contract costs related to our customer contracts of $ 5.2 million, partially offset by deferring revenue billed at a point in time for services performed over time of $ 0.6 million and a deferred tax liability of $ 1.2 million. As of and for year to date 2018, the consolidated financial statements were not materially impacted as a result of the application of Topic 606 compared to Topic 605. Revenue Disaggregated by Service Type Kelly has five operating segments: Professional & Industrial (“P&I” formerly Commercial), Science, Engineering & Technology (“SET”), Education, Outsourcing & Consulting Group ("Outsourcing & Consulting," "OCG") and International. Other than OCG, each segment delivers talent through staffing services, permanent placement or outcome-based services. Our OCG segment delivers talent solutions including managed service provider ("MSP"), payroll process outsourcing ("PPO"), recruitment process outsourcing ("RPO"), and talent advisory services. 67 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table presents our segment revenues disaggregated by service type (in millions): December Year to Date 2020 2019 2018 Professional & Industrial Staffing services $ 1,423.3 $ 1,838.6 $ 2,100.4 Permanent placement 9.9 17.9 21.6 Outcome-based services 425.2 356.9 308.9 Total Professional & Industrial 1,858.4 2,213.4 2,430.9 Science, Engineering & Technology Staffing services 751.8 848.2 814.3 Permanent placement 12.5 15.7 15.9 Outcome-based services 254.8 267.9 172.4 Total Science, Engineering & Technology 1,019.1 1,131.8 1,002.6 Education Staffing services 286.4 449.8 427.1 Permanent placement 0.5 0.9 1.4 Total Education 286.9 450.7 428.5 Outsourcing & Consulting Talent solutions 363.5 377.7 377.1 Total Outsourcing & Consulting 363.5 377.7 $ 377.1 International Staffing services 971.8 1,156.8 1,245.1 Permanent placement 16.8 25.7 30.1 Total International 988.6 1,182.5 1,275.2 Total Intersegment ( 0.5 ) ( 0.5 ) ( 0.4 ) Total Revenue from Services $ 4,516.0 $ 5,355.6 $ 5,513.9 68 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Revenue Disaggregated by Geography Our operations are subject to different economic and regulatory environments depending on geographic location. Our P&I and Education segments operate in the Americas region, our SET segment operates in the Americas and Europe regions, and OCG operates in the Americas, Europe and Asia-Pacific regions. The International segment includes Europe and our Brazil and Mexico operations, which are included in the Americas region. Our Brazil operations were sold in August 2020 (see Acquisitions and Disposition footnote). The below table presents our revenues disaggregated by geography (in millions): December Year to Date 2020 2019 2018 Americas United States $ 3,260.2 $ 3,892.5 $ 3,930.0 Canada 122.5 136.1 142.4 Mexico 114.4 123.6 125.0 Puerto Rico 77.0 74.6 96.6 Brazil 17.0 34.1 35.2 Total Americas Region 3,591.1 4,260.9 4,329.2 Europe France 198.2 248.6 278.9 Switzerland 200.4 200.7 212.7 Portugal 141.7 179.8 196.9 Russia 118.5 117.6 100.4 United Kingdom 73.7 103.1 108.8 Italy 58.2 75.9 77.5 Germany 30.1 41.6 57.1 Ireland 19.9 33.1 44.6 Other 54.6 67.5 85.6 Total Europe Region 895.3 1,067.9 1,162.5 Total Asia-Pacific Region 29.6 26.8 22.2 Total Kelly Services, Inc. $ 4,516.0 $ 5,355.6 $ 5,513.9 69 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The below table presents our SET, OCG and International segment revenues disaggregated by geographic region (in millions): December Year to Date 2020 2019 2018 Science, Engineering & Technology Americas $ 1,013.7 $ 1,122.5 $ 989.9 Europe 5.4 9.3 12.7 Total Science, Engineering & Technology $ 1,019.1 $ 1,131.8 $ 1,002.6 Outsourcing & Consulting Americas $ 302.2 $ 318.1 $ 321.7 Europe 31.7 32.8 33.2 Asia-Pacific 29.6 26.8 22.2 Total Outsourcing & Consulting $ 363.5 $ 377.7 $ 377.1 International Americas $ 130.4 $ 156.7 $ 158.5 Europe 858.2 1,025.8 1,116.7 Total International $ 988.6 $ 1,182.5 $ 1,275.2 Deferred Costs Deferred sales commissions, which are included in other assets in the consolidated balance sheet, were $ 1.0 million as of year-end 2020 and $ 1.5 million as of 2019. Amortization expense for the deferred costs was $ 1.0 million for 2020, $ 1.6 million for 2019 and $ 1.7 million for 2018. As of year-end 2020, there was no impairment loss in relation to the costs capitalized. Deferred fulfillment costs, which are included in prepaid expenses and other current assets in the consolidated balance sheet, were $ 4.1 million as of year-end 2020 and $ 3.6 million as of 2019. Amortization expense for the deferred costs was $ 21.5 million for 2020, $ 14.6 million for 2019 and $ 13.0 million for 2018. As of year-end 2020, there was no impairment loss in relation to the costs capitalized. 3. Credit Losses On December 30, 2019, we adopted Accounting Standards Codification ("ASC") Topic 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures, as applicable. Results for reporting periods beginning after December 30, 2019 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. As a result of adopting this guidance, we have updated our accounting policies (see Summary of Significant Accounting Policies footnote). 70 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The rollforward of our allowance for credit losses related to trade accounts receivable, which is recorded in trade accounts receivable, less allowances in the consolidated balance sheet, is as follows (in millions): December Year to Date 2020 Allowance for credit losses: Beginning balance $ 9.7 Impact of adopting ASC 326 0.3 Current period provision 2.0 Currency exchange effects 0.1 Write-offs ( 2.3 ) Ending balance $ 9.8 Write-offs are presented net of recoveries, which were not material for December year to date 2020. We are engaged in litigation with a customer over a disputed accounts receivable balance of approximately $ 10 million for certain services rendered more than five years ago, which is recorded as a long-term receivable in other assets in the consolidated balance sheet. In September 2020, a ruling was issued in favor of the customer, which we have appealed. Upon receiving the ruling, we increased our allowance for credit losses, which is recorded in other assets in the consolidated balance sheet, by $ 9.2 million to reflect the likelihood of collection. The rollforward of our allowance for credit losses related to long-term customer receivables, which is recorded in other assets in the consolidated balance sheet, is as follows (in millions): December Year to Date 2020 Allowance for credit losses: Beginning balance $ 1.0 Impact of adopting ASC 326 0.7 Current period provision 9.5 Currency exchange effects ( 0.3 ) Ending Balance $ 10.9 We are also exposed to credit losses from our loan to PersolKelly Pte. Ltd. and other receivables measured at amortized cost. No other allowances related to the loan or other receivables were material for December year to date 2020. See Investment in PersolKelly Pte. Ltd. footnote for more information on the loan to PersolKelly Pte. Ltd. 4. Assets Held for Sale Upon approval of the Company's board of directors, Kelly Properties, LLC, a wholly owned subsidiary of the Company, entered into an agreement on December 4, 2019 to sell three headquarters properties in Troy, Michigan. Accordingly, during the fourth quarter of 2019, the transaction met the criteria to classify the properties as held for sale. The properties held for sale included the parcels of land, together with all rights and easements, in addition to all improvements located on the land, including buildings. Assets held for sale are recorded at the lower of their carrying value or fair value less estimated costs to sell and depreciation is suspended on assets upon classification to held for sale. The combined net carrying amount of the properties held for sale as of year-end 2019 was $ 21.2 million, which was less than the sales price in the purchase agreement, less costs to sell. The Company presented these assets as current assets held for sale on the consolidated balance sheet as of year-end 2019, and the properties were sold in the first quarter of 2020 per terms of the purchase agreement. The main headquarters building included in the sale was leased back (see Sale of Assets footnote). 71 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 5. Acquisitions and Disposition Acquisitions In the first quarter of 2020, Kelly Services USA, LLC ("KSU"), a wholly owned subsidiary of the Company, acquired Insight Workforce Solutions LLC and its affiliate, Insight EDU LLC (collectively, "Insight"), as detailed below. In the fourth quarter of 2020, KSU acquired Greenwood/Asher & Associates, LLC ("Greenwood/Asher"), as detailed below. In the first quarter of 2019, the Company acquired NextGen Global Resources LLC (“NextGen”) and Global Technology Associates, LLC (“GTA”), as detailed below. We have accounted for these acquisitions under Accounting Standards Update (“ASU”) 2017-01, Business Combinations. Greenwood/Asher On November 18, 2020, KSU acquired 100 % of the membership interests of Greenwood/Asher, a premier specialty education executive search firm in the U.S., for a purchase price of $ 3.5 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Greenwood/Asher at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 5.2 million. The purchase price of the acquisition also includes contingent consideration with an estimated fair value of $ 2.1 million related to an earnout payment in the event certain conditions are met per the terms of the agreement. The initial fair value of the earnout was established using a Black Scholes model and the liability is recorded in other non-current liabilities in the consolidated balance sheet (see Fair Value Measurements footnote). The earnout is expected to be paid in 2022 and 2023 after each earn-out year pursuant to the terms of the purchase agreement. Due to the limited amount of time that has passed since acquiring Greenwood/Asher, the purchase price allocation for this acquisition is preliminary and could change. This acquisition will expand our revenue opportunities in the education industry in the U.S. Greenwood/Asher's results of operations are included in the Education segment. Pro forma results of operations for this acquisition have not been presented as they are not material to the consolidated statements of earnings. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars): Cash $ 2.4 Trade accounts receivable 0.4 Property and equipment 0.2 Deferred taxes 0.2 Goodwill 3.5 Intangibles 1.9 Other noncurrent assets 0.3 Current liabilities ( 1.2 ) Noncurrent liabilities ( 0.4 ) Assets acquired net of liabilities assumed $ 7.3 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the Greenwood/Asher acquisition was approximately $ 1.9 million of intangible assets, made up of $ 1.3 million of customer relationships and $ 0.6 million associated with Greenwood/Asher's trade name. The customer relationships will be amortized over 10 years with no residual value and the trade name will be amortized over 10 years with no residual value. Goodwill generated from the acquisition was primarily attributable to the expected synergies from combining operations and expanding market potential, and was assigned to the Education reporting unit (see Goodwill footnote). The amount of goodwill expected to be deductible for tax purposes is approximately $ 0.9 million. 72 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Insight On January 14, 2020, KSU acquired 100 % of the membership interests of Insight, an educational staffing company in the U.S., for a purchase price of $ 34.5 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Insight at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 38.1 million. The purchase price of the acquisition also includes contingent consideration with an estimated fair value of $ 1.6 million related to an earnout payment in the event certain conditions are met per the terms of the agreement. The initial fair value of the earnout was established using a Monte Carlo simulation and the liability is recorded in accounts payable and accrued liabilities in the consolidated balance sheet (see Fair Value Measurements footnote). Subsequently, the earnout was revalued, resulting in a net increase to the liability of $ 0.1 million. The earnout is expected to be paid in the next 12 months pursuant to the terms of the purchase agreement. In the second quarter of 2020, the Company paid a working capital adjustment of $ 0.1 million. As of year-end 2020, the purchase price allocation is final. This acquisition will increase our market share in the education staffing market in the U.S. Insight's results of operations are included in the Education segment. Pro forma results of operations for this acquisition have not been presented as it is not material to the consolidated statements of earnings. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars): Cash $ 1.8 Trade accounts receivable 9.6 Other current assets 0.2 Property and equipment 0.2 Goodwill 19.9 Intangibles 10.6 Other noncurrent assets 0.2 Current liabilities ( 2.6 ) Noncurrent liabilities ( 0.1 ) Assets acquired net of liabilities assumed $ 39.8 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the Insight acquisition was approximately $ 10.6 million of intangible assets, made up entirely of customer relationships. The customer relationships will be amortized over 10 years with no residual value. Goodwill generated from the acquisition was primarily attributable to the expected synergies from combining operations and expanding market potential, and was assigned to the Americas Staffing reporting unit (see Goodwill and Intangible Assets footnote). The amount of goodwill expected to be deductible for tax purposes is approximately $ 18.6 million. NextGen Global Resources On January 2, 2019, the Company acquired 100 % of the membership interests of NextGen, a leading provider of telecommunications staffing services, for a purchase price of $ 51.0 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by NextGen at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 54.3 million. Due to the date of the acquisition, the December year to date 2019 actual results represent the December year to date 2019 pro forma results. This acquisition will increase our presence and market share in the telecommunications industry within the engineering staffing solutions market. NextGen’s results of operations are included in the Science, Engineering & Technology segment. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars): 73 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 ) Assets acquired net of liabilities assumed $ 54.3 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the NextGen acquisition was approximately $ 21.5 million of intangible assets, made up of $ 12.9 million in customer relationships, $ 8.1 million associated with NextGen’s trade name and $ 0.5 million for non-compete agreements. The customer relationships are being amortized over 10 years with no residual value, the trade name is being amortized over 15 years with no residual value and the non-compete agreements are being amortized over five years with no residual value. Goodwill generated from this acquisition is primarily attributable to the market potential as a staffing services provider to the expanding telecommunications industry, and was assigned to the Americas Staffing reporting unit (see Goodwill and Intangible Assets footnote). All of the goodwill is deductible for tax purposes. Global Technology Associates On January 2, 2019, in a separate transaction, the Company acquired 100 % of the membership interests of GTA, a leading provider of engineering, technology and business consulting solutions in the telecommunications industry, for a purchase price of $ 34.0 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by GTA at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 35.7 million. Due to the date of the acquisition, the December year to date 2019 actual results represent the December year to date 2019 pro forma results. This acquisition will increase our presence and market share in the telecommunications industry within the engineering outcome-based solutions market. GTA’s results of operations are included in Science, Engineering & Technology segment. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in millions of dollars): 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 ) Assets acquired net of liabilities assumed $ 35.7 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the GTA acquisition was approximately $ 17.3 million of intangible assets, made up of $ 12.1 million in customer relationships, $ 4.0 million associated with GTA’s trade name and $ 1.2 million for non-compete agreements. The customer relationships are being amortized over 10 years with no residual value, the trade name is being amortized over 15 years with no residual value and the non-compete agreements are being amortized over five years with no residual value. Goodwill generated from this acquisition is primarily attributable to the market potential as a solutions provider to the expanding telecommunications industry, and was assigned to the GTS reporting unit (see Goodwill and Intangible Assets footnote). All of the goodwill is deductible for tax purposes. As noted above, goodwill related to the Insight and NextGen acquisitions was assigned to the Americas Staffing reporting unit and the goodwill related to the GTA acquisition was assigned to the GTS reporting unit. The goodwill related to these 74 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) acquisitions was included in the goodwill impairment charge taken in the first quarter of 2020. The goodwill impairment charge resulted from an interim goodwill impairment test triggered by declines in our common stock price as a result of negative market reaction to the COVID-19 crisis (see Goodwill and Intangible Assets footnote). Pro Forma Information Our consolidated revenues and net earnings for the year ended 2019 included $ 78.3 million and $ 4.5 million, respectively, from NextGen and $ 62.8 million and $ 4.5 million, respectively, from GTA. The following unaudited pro forma information presents a summary of the operating results as if the NextGen and GTA acquisitions had been completed as of January 1, 2018 (in millions of dollars, except per share data): December Year to Date 2019 2018 Pro forma revenues $ 5,355.6 $ 5,624.2 Pro forma net earnings 112.4 29.8 Pro forma basic earnings per share 2.85 0.76 Pro forma diluted earnings per share 2.84 0.75 Due to the date of the acquisitions, the 2019 actual results represent the 2019 pro forma results. For December year to date 2018, NextGen pro forma revenues and net earnings were $ 67.8 million and $ 3.0 million, respectively, and GTA pro forma revenues and net earnings were $ 42.5 million and $ 3.3 million, respectively. The pro forma results for December year to date 2018 reflect amortization of the intangible assets, applicable taxes, adjustments for the accounting for revenue under ASC 606, and transaction expenses, none of which had a material impact on the pro forma results. The unaudited pro forma information presented has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Disposition On August 18, 2020, the Company sold its Brazil operations for a purchase price of $ 1.4 million. The Company received cash proceeds of $ 1.2 million, net of cash disposed. As a part of the transaction, the Company has agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences initiated within a six-year period after closing. The aggregate losses for which the Company will provide indemnification shall not exceed $ 8.8 million. Accordingly, the Company recorded an indemnification liability of $ 2.5 million in other long-term liabilities in the consolidated balance sheet, which represented the fair value of the liability (see Fair Value Measurements footnote) and completely offset the gain on the sale. 6. Investment in Persol Holdings The Company has a yen-denominated investment through the Company's subsidiary, Kelly Services Japan, Inc., in the common stock of Persol Holdings Co., Ltd. ("Persol Holdings"), the 100% owner of Persol Asia Pacific Pte. Ltd., the Company's joint venture partner in PersolKelly Pte. Ltd. ("the JV"). As our investment is a noncontrolling interest in Persol Holdings, this investment is recorded at fair value based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange as of the period end (see Fair Value Measurements footnote). The Company adopted ASU 2016-01 and as a result, effective January 1, 2018, all changes in fair value on the investment are recognized in net earnings which previously were recorded in other comprehensive income. A cumulative catch-up adjustment of the prior net unrealized gains previously recorded in other comprehensive income, and in accumulated other comprehensive income (loss), a component of stockholders’ equity, was recorded in earnings invested in the business as of January 1, 2018 for $ 140.0 million, net of $ 69.9 million of taxes. A loss on the investment of $ 16.6 million, a gain on the investment of $ 35.8 million, and a loss on the investment of $ 96.2 million for the years ended 2020, 2019, and 2018, respectively, was recorded entirely in gain (loss) on investment in Persol Holdings in the consolidated statements of earnings. 75 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 7. Investment in PersolKelly Pte. Ltd. The Company has a 49 % ownership interest in the JV (see Investment in Persol Holdings footnote above), a staffing services business operating in eight geographies in the Asia-Pacific region. The operating results of the Company’s interest in the JV are accounted for on a one-quarter lag under the equity method and are reported in equity in net earnings (loss) of affiliate in the consolidated statements of earnings, which amounted to earnings of $ 0.8 million in 2020, a loss of $ 3.6 million in 2019 and earnings of $ 5.2 million in 2018. This investment is evaluated for indicators of impairment on a quarterly basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If we conclude that there is an other-than-temporary impairment of this equity method investment, we will adjust the carrying amount of the investment to the current fair value. The investment in equity affiliate on the Company’s consolidated balance sheet totaled $ 118.5 million as of year-end 2020 and $ 117.2 million as of year-end 2019. The net amount due from the JV, a related party, was $ 5.6 million as of year-end 2020 and $ 10.9 million as of year-end 2019. The Company made loans, proportionate to its 49 % ownership, to the JV for $ 7.0 million in 2018 and an additional $ 4.4 million in the third quarter of 2019 to fund working capital requirements as a result of their sustained revenue growth. In the fourth quarter of 2020, the JV repaid $ 5.6 million of the outstanding loan balance. The remaining balance of the loans is included in other assets in the consolidated balance sheet and included in the net amounts due from the JV. The carrying value of the loans approximates the fair value based on market interest rates. Accrued interest receivable, which is included in prepaid expenses and other current assets in the consolidated balance sheet, was not material at year-end 2020 or year-end 2019. The JV is a supplier to certain MSP programs in the region and the amounts for services provided to the Company, which are included in trade accounts payable in the consolidated balance sheet, are not material. Expected credit losses are estimated over the contractual term of the loans. The required allowance is based on current and projected financial information from the JV, market-specific information and other relevant data available to the Company, as applicable. The allowance was not material at year-end 2020. The Company has accrued interest receivable from our loan to the JV. If applicable, we write off the uncollectible accrued interest receivable balance related to our loan to the JV within the same quarter the interest is determined to be uncollectible, which is considered timely. As such, an allowance for credit losses is not deemed necessary. Any write offs, if necessary, are recorded by reversing interest income. On April 1, 2020, 100 % of the shares of Kelly Services Australia Pty Ltd and Kelly Services (New Zealand) Limited, both subsidiaries of the JV, were sold to an affiliate of Persol Holdings. The JV received proceeds of $ 17.5 million upon the sale and the Company received a direct royalty payment of $ 0.7 million. 8. Fair Value Measurements Trade accounts receivable, short-term borrowings, accounts payable, accrued liabilities and accrued payroll and related taxes approximate their fair values due to the short-term maturities of these assets and liabilities. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured at fair value on a recurring basis as of year-end 2020 and 2019 in the consolidated balance sheet by fair value hierarchy level, as described below. Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs. 76 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Fair Value Measurements on a Recurring Basis As of Year-End 2020 Description Total Level 1 Level 2 Level 3 (In millions of dollars) Money market funds $ 120.3 $ 120.3 $ — $ — Investment in Persol Holdings 164.2 164.2 — — Total assets at fair value $ 284.5 $ 284.5 $ — $ — Brazil indemnification $ ( 2.6 ) $ — $ — $ ( 2.6 ) Greenwood/Asher earnout ( 2.1 ) — — ( 2.1 ) Insight earnout ( 1.7 ) — — ( 1.7 ) Total liabilities at fair value $ ( 6.4 ) $ — $ — $ ( 6.4 ) Fair Value Measurements on a Recurring Basis As of Year-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 173.2 173.2 — — Total assets at fair value $ 178.1 $ 178.1 $ — $ — Money market funds as of year-end 2020 and 2019 represent investments in money market accounts that hold government securities, of which $ 5.1 million and $ 4.9 million, respectively, are restricted as to use and are included in other assets in the consolidated balance sheet. The money market funds that are restricted as to use account for the majority of our restricted cash balance and represents cash balances that are required to be maintained to fund disability claims in California. The valuations of money market funds were based on quoted market prices of those accounts as of the respective period end. The increase in money market funds from year-end 2019 was the result of higher cash and cash equivalent balances as of the end of the year from an increase in cash flows from operations. The valuation of the investment in Persol Holdings is based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange as of the period end, and the related changes in fair value are recorded in the consolidated statements of earnings (see Investment in Persol Holdings footnote). The cost of this yen-denominated investment, which fluctuates based on foreign exchange rates, was $ 20.1 million at year-end 2020 and $ 18.9 million at year-end 2019. As of year-end 2020, the Company had an indemnification liability of $ 2.6 million in other long-term liabilities on the consolidated balance sheet related to the sale of the Brazil operations (see Acquisitions and Disposition footnote). The valuation of the indemnification liability was established using a discounted cash flow methodology based on probability weighted-average cash flows discounted by weighted-average cost of capital. The valuation, which represents the fair value, is considered a level 3 liability, and will be measured on a recurring basis and fluctuates based on foreign exchange rates. During year to date 2020, the Company recognized $ 2.6 million, including foreign currency fluctuations, in expenses related to the indemnification liability in other income (expense), net in the consolidated statements of earnings. In connection with the first quarter 2020 acquisition of Insight, the Company has recorded an earnout liability of $ 1.7 million as of year-end 2020 in accounts payable and accrued liabilities in the consolidated balance sheet (see Acquisitions and Dispositions footnote). The valuation of the earnout liability was initially established using a Monte Carlo simulation and represents the fair value and is considered a level 3 liability. During 2020, the Company recognized $ 0.1 million of expense related to the earnout liability within SG&A expenses in the consolidated statements of earnings. In connection with the fourth quarter 2020 acquisition of Greenwood/Asher, the Company has recorded an earnout liability of $ 2.1 million as of year-end 2020 in other non-current liabilities in the consolidated balance sheet (see Acquisitions and 77 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Dispositions footnote). The valuation of the earnout liability was established using a Black Scholes model and represents the fair value and is considered a level 3 liability. Equity Investments Without Readily Determinable Fair Value The Company has a minority investment in Business Talent Group, LLC, which is included in other assets in the consolidated balance sheet. This investment is measured using the measurement alternative for equity investments without a readily determinable fair value. The measurement alternative represents cost, less impairment, plus or minus observable price changes. The carrying amount of $ 5.0 million as of year-end 2020 and 2019 represents the purchase price. There have been no observable price changes to the carrying amount or impairments. The Company also has a minority investment in Kenzie Academy Inc., which is included in other assets in the consolidated balance sheet. This investment is also measured using the measurement alternative for equity investments without a readily determinable fair value as described above. The investment totaled $ 1.4 million as of year-end 2020 and $ 1.3 million at year-end 2019, representing total cost plus observable price changes to date. Assets Measured at Fair Value on a Nonrecurring Basis Due to the negative market reaction to the COVID-19 crisis, including declines in our common stock prices, management determined that a triggering event occurred during the first quarter of 2020. We therefore performed an interim step one quantitative impairment test for both of our previous reporting units with goodwill. As a result of this quantitative assessment, we determined that the estimated fair value of the reporting units no longer exceeded the carrying value, and recorded a goodwill impairment charge of $ 147.7 million in the first quarter of 2020. In the fourth quarter of 2020, we performed a qualitative analysis to determine whether a further quantitative analysis was necessary. As a result of the qualitative assessment, we determined it was more likely than not that the fair value of the reporting unit with goodwill was more than its carrying value and a further quantitative assessment was not necessary (see Goodwill and Intangible Assets footnote). In 2019, we performed a step one quantitative test for all of our reporting units with goodwill. The estimated fair value of each reporting unit tested exceeded its related carrying value. As a result of the quantitative assessment, we determined it was more likely than not that the fair value of each of the reporting units was more than its carrying value. 9. Restructuring In the first quarter of 2020, the Company took restructuring actions to align costs with expected revenues, position the organization to adopt a new operating model later in 2020 and to align the U.S. field office facilities footprint with a more technology-enabled service delivery methodology. In the fourth quarter of 2020, the Company took several restructuring actions with a goal to provide sustainable cost reductions as a result of the continuing COVID-19 demand disruption. The restructuring actions included involuntary terminations, a Voluntary Separation Plan ("VSP") and a Voluntary Retirement Plan ("VRP"). Employees were included in the VSP based on the functions that were being reorganized, and not by age or years of service. For the VRP, eligible employees were selected based on their age and years of service. Restructuring costs incurred in 2020 totaled $ 12.8 million and are recorded entirely in SG&A expenses in the consolidated statements of earnings, as detailed below (in millions of dollars). Lease Termination Costs Severance Costs Total Professional & Industrial $ 3.5 $ 2.5 $ 6.0 Science, Engineering & Technology 0.5 0.1 0.6 Education 0.1 0.9 1.0 Outsourcing & Consulting — 0.3 0.3 International 0.7 0.7 1.4 Corporate — 3.5 3.5 Total $ 4.8 $ 8.0 $ 12.8 78 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Restructuring costs incurred in 2019 totaled $ 5.5 million. Professional & Industrial incurred $ 5.1 million and Science, Engineering & Technology incurred $ 0.4 million. The restructuring costs, which were all severance related, were recorded in SG&A expenses in the consolidated statements of earnings. No restructuring costs were incurred in 2018. A summary of our global restructuring balance sheet accrual, included in accrued payroll and related taxes and accounts payable and accrued liabilities in the consolidated balance sheet, is detailed below (in millions of dollars). Balance as of year-end 2019 $ 0.3 Additions charged to Professional & Industrial 6.0 Additions charged to Science, Engineering & Technology 0.6 Additions charged to Education 1.0 Additions charged to Outsourcing & Consulting 0.3 Additions charged to International 1.4 Additions charged to Corporate 3.5 Reductions for lease termination costs related to fixed assets ( 0.6 ) Reductions for cash payments related to all restructuring activities ( 9.0 ) Balance as of year-end 2020 $ 3.5 The remaining balance of $ 3.5 million as of year-end 2020 primarily represents severance costs and the majority is expected to be paid during the first two quarters of 2021. No material adjustments are expected to be recorded. 10. Goodwill and Intangible Assets The Company performs its annual goodwill impairment testing in the fourth quarter each year and regularly assesses whenever events or circumstances make it more likely than not that an impairment may have occurred. During the first quarter of 2020, negative market reaction to the COVID-19 crisis, including declines in our common stock price, caused our market capitalization to decline significantly compared to the fourth quarter of 2019, causing a triggering event. Therefore, we performed an interim step one quantitative test for our previous reporting units with goodwill, Americas Staffing and GTS, and determined that the estimated fair values of both reporting units no longer exceeded their carrying values. Based on the result of our interim goodwill impairment test as of the first quarter of 2020, we recorded a goodwill impairment charge of $ 147.7 million to write off goodwill for both reporting units. A portion of the goodwill balance was deductible for tax purposes. See impairment adjustments in the table below. In performing the step one quantitative test and consistent with our prior practice, we determined the fair value of each reporting unit using the income approach, which was validated through reconciliation to observable market capitalization data. Under the income approach, estimated fair value was determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit being measured. Estimated future cash flows were based on our internal projection model and reflects management’s outlook for the reporting units. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. Our analysis used significant assumptions by reporting unit, including: expected future revenue and expense growth rates, profit margins, discount rate, forecasted capital expenditures and working capital. As discussed in the Segment Disclosures footnote, during the third quarter of 2020, the Company adopted a new operating model reflecting the Company's focus on delivering specialty talent solutions, which resulted in a change in our operating segments and reporting units. Due to the complete write-off of goodwill in the first quarter of 2020, reallocation of goodwill to the new reporting units as part of the third quarter 2020 change in segment reporting was not necessary. Subsequently, the goodwill resulting from the acquisition of Greenwood/Asher during the fourth quarter of 2020 (see Acquisitions and Disposition footnote) was allocated to the Education operating segment, which was deemed to be a reporting unit, under the new operating model. During the fourth quarter of 2020, the Company performed a qualitative analysis (a "step zero" test) to determine whether a further quantitative analysis was necessary. The step zero test includes making judgments and assessments to determine whether any events or circumstances have occurred that makes it more likely than not that the fair value of a reporting unit is less than its carrying amount. As a result of this qualitative assessment, a step one quantitative analysis was not deemed necessary and the Company determined goodwill was not impaired as of year-end 2020. 79 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The changes in the carrying amount of goodwill for the fiscal year 2020 are included in the table below. See Acquisitions and Disposition footnote for a description of the additions to goodwill. As of Year-End 2019 Additions to Goodwill Impairment Adjustments As of Year-End 2020 (In millions of dollars) Americas Staffing $ 58.5 $ 19.9 $ ( 78.4 ) $ — Global Talent Solutions 69.3 — ( 69.3 ) — Education — 3.5 — 3.5 Total $ 127.8 $ 23.4 $ ( 147.7 ) $ 3.5 Intangible assets, excluding fully-amortized intangibles, are included within other assets on our consolidated balance sheet and consist of the following (in millions of dollars): 2020 2019 Useful lives Gross Carrying amount Less: Accumulated Amortization Net Gross Carrying amount Less: Accumulated Amortization Net Customer relationships 10 years $ 52.0 $ 13.1 $ 38.9 $ 40.1 $ 8.3 $ 31.8 Candidate database 4 years 1.5 1.3 0.2 1.5 0.9 0.6 Trade names 10-15 years 12.7 1.6 11.1 12.1 0.8 11.3 Non-compete agreements 5 years 1.7 0.6 1.1 1.7 0.3 1.4 Trademarks 10 years 4.8 0.5 4.3 4.8 — 4.8 Total $ 72.7 $ 17.1 $ 55.6 $ 60.2 $ 10.3 $ 49.9 The year-over-year change in total intangible assets was due to the intangibles purchased in connection with the Insight and Greenwood/Asher acquisitions (see Acquisitions and Disposition footnote). Intangible amortization expense, which is included in SG&A expense in the consolidated statements of earnings, was $ 6.8 million, $ 5.4 million and $ 1.8 million in 2020, 2019 and 2018, respectively. The amortization expense will be $ 6.7 million in 2021, $ 6.5 million in 2022 and 2023 and $ 6.2 million in 2024 and 2025. 80 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 11. Other Assets Included in other assets are the following: 2020 2019 (In millions of dollars) Life insurance cash surrender value (see Retirement Benefits footnote) $ 220.3 $ 200.6 French CICE (1) — 18.2 Intangibles, net of accumulated amortization of $26.7 million in 2020 and $24.7 million in 2019 (2) 55.6 49.9 Long-term customer receivable (3) 2.4 12.4 Workers' compensation and other claims receivable (4) 6.1 7.7 Other 35.5 35.3 Other assets $ 319.9 $ 324.1 (1) French CICE, a wage subsidy receivable related to a law to enhance the competitiveness of businesses in France, was monetized in the second quarter of 2020. (2) See Goodwill and Intangible Assets footnote for a detailed listing of intangible assets and related accumulated amortization. (3) The reserve against the long-term customer receivable was increased during the third quarter of 2020. (4) Workers’ compensation and other claims receivable represents receivables from the insurance company for U.S. workers’ compensation and automobile liability claims in excess of the applicable loss limits. 12. Leases At the beginning of the first quarter of 2019, we adopted ASC 842, Leases, using an optional transition method which allowed us to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of earnings invested in the business in the period of adoption. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that existed prior to adoption of the new standard. We also elected to combine lease and non-lease components, to keep leases with an initial term of 12 months or less off the consolidated balance sheet and recognize the associated lease payments in the consolidated statements of earnings on a straight-line basis over the lease term. The Company has operating and financing leases for field offices and various equipment. Our leases have remaining lease terms of one year to 10 years. We determine if an arrangement is a lease at inception. We recorded $ 74.1 million of right-of-use (“ROU”) assets within operating lease right-of-use assets, $ 19.8 million of current lease liabilities within operating lease liabilities, current and $ 54.3 million of noncurrent lease liabilities within operating lease liabilities, noncurrent in the consolidated balance sheet on the date of adoption. No adjustment to the beginning balance of earnings invested in the business was necessary as a result of adopting this standard. 81 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The components of lease expense were as follows (in millions of dollars): December Year to Date December Year to Date Description Statements of Earnings Location 2020 2019 Operating: Operating lease cost Selling, general and administrative expenses $ 27.0 $ 26.7 Short-term lease cost Selling, general and administrative expenses 3.6 3.5 Variable lease cost Selling, general and administrative expenses 6.8 6.7 Financing: Amortization of ROU assets Selling, general and administrative expenses 1.3 0.4 Interest on lease liabilities Other income (expense), net 0.4 0.2 Total lease cost $ 39.1 $ 37.5 Supplemental consolidated balance sheet information related to leases was as follows (in millions of dollars): Description Balance Sheet Location As of Year-End 2020 As of Year-End 2019 ROU Assets: Operating Operating lease right-of-use assets $ 83.2 $ 60.4 Financing Property and equipment 7.0 4.1 Total lease assets $ 90.2 $ 64.5 ROU Liabilities: Operating - current Operating lease liabilities, current $ 19.6 $ 20.1 Financing - current Accounts payable and accrued liabilities 1.8 1.3 Operating - noncurrent Operating lease liabilities, noncurrent 67.5 43.3 Financing - noncurrent Other long-term liabilities 2.8 2.1 Total lease liabilities $ 91.7 $ 66.8 Weighted average remaining lease terms and discount rates were as follows: December Year to Date December Year to Date 2020 2019 Weighted average remaining lease term (years): Operating leases 8.1 3.9 Financing leases 3.3 3.6 Weighted average discount rate: Operating leases 5.1 % 5.7 % Financing leases 5.4 % 4.9 % 82 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Other information related to leases was as follows (in millions of dollars): December Year to Date December Year to Date 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 25.4 $ 26.0 Financing cash flows from financing leases 2.0 0.7 ROU assets obtained in exchange for new lease obligations: Operating leases $ 43.3 $ 9.2 Financing leases 3.1 4.1 Maturities of lease liabilities as of year-end 2020 were as follows (in millions of dollars): Operating Leases Financing Leases 2021 $ 23.4 $ 2.1 2022 17.5 2.0 2023 12.6 0.9 2024 9.5 — 2025 6.9 — Thereafter 36.2 Total future lease payments 106.1 5.0 Less: Imputed interest 19.0 0.4 Total $ 87.1 $ 4.6 Lease expense for fiscal year 2018 amounted to $ 31.4 million. During the first quarter of 2020, the Company sold its main headquarters building and entered into a leaseback agreement, which is accounted for as an operating lease (see Sale of Assets footnote). As of first quarter-end 2020, we recognized $ 37.6 million of ROU assets within operating lease right-of-use assets, $ 1.2 million of current lease liabilities within operating lease liabilities, current and $ 36.1 million of noncurrent lease liabilities within operating lease liabilities, noncurrent in the consolidated balance sheet, with a discount rate of 4.8 % over a 15 -year lease term related to this lease. 13. Debt Short-Term Debt The Company has a $ 200.0 million, five-year revolving credit facility (the "Facility") with a termination date of December 5, 2024. The Facility allows for borrowings in various currencies and is available to be used to fund working capital, acquisitions and general corporate needs. The Facility is secured by certain assets of the Company, excluding U.S. trade accounts receivable. At year-end 2020, there were no borrowings under the Facility and a remaining borrowing capacity of $ 200.0 million. At year-end 2019, there were no borrowings under the Facility and the remaining borrowing capacity was $ 200.0 million. To maintain availability of the funds, we pay a facility fee on the full amount of the Facility, regardless of usage. The facility fee varies based on the Company’s leverage ratio as defined in the agreement. The Facility, which contains a cross-default clause that could result in termination if defaults occur under our other loan agreements, had a facility fee of 15.0 basis points at year-end 2020 and 2019. The Facility’s financial covenants and restrictions are described below, all of which were met at year-end 2020: 83 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) • We must maintain a certain minimum ratio of earnings before interest, taxes, depreciation, amortization and certain cash and non-cash charges that are non-recurring in nature (“EBITDA”) to interest expense (“Interest Coverage Ratio”) as of the end of any fiscal quarter. • We must maintain a certain maximum ratio of total indebtedness to the sum of net worth and total indebtedness at all times. • Dividends, stock buybacks and similar transactions are limited to certain maximum amounts. • We must adhere to other operating restrictions relating to the conduct of business, such as certain limitations on asset sales and the type and scope of investments. The Company has a Receivables Purchase Agreement with Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), related to its $ 150.0 million, three-year, securitization facility (the “Securitization Facility”). The Receivables Purchase Agreement will terminate December 5, 2022, unless terminated earlier pursuant to its terms. Under the Securitization Facility, the Company will sell certain trade receivables and related rights (“Receivables”), on a revolving basis, to the Receivables Entity. The Receivables Entity may from time to time sell an undivided variable percentage ownership interest in the Receivables. The Securitization Facility, which contains a cross-default clause that could result in termination if defaults occur under our other loan agreements, also allows for the issuance of standby letters of credit (“SBLC”) and contains certain restrictions based on the performance of the Receivables. As of year-end 2020, the Securitization Facility had no short-term borrowings, SBLCs of $ 53.0 million related to workers’ compensation at a rate of 0.90 % and a remaining capacity of $ 97.0 million. As of year-end 2019, the Securitization Facility had no short-term borrowings, SBLCs of $ 52.3 million related to workers’ compensation at a rate of 0.90 % and a remaining capacity of $ 97.7 million. The rate for short-term borrowings includes the LIBOR interest rate and a utilization rate on the amount of our borrowings. The rates for the SBLCs represent a utilization rate on the outstanding amount of the SBLCs. In addition, we pay a commitment fee of 40 basis points on the unused capacity. The Receivables Entity’s sole business consists of the purchase or acceptance through capital contributions of trade accounts receivable and related rights from the Company. As described above, the Receivables Entity may retransfer these receivables or grant a security interest in those receivables under the terms and conditions of the Receivables Purchase Agreement. The Receivables Entity is a separate legal entity with its own creditors who would be entitled, if it were ever liquidated, to be satisfied out of its assets prior to any assets or value in the Receivables Entity becoming available to its equity holders, the Company. The assets of the Receivables Entity are not available to pay creditors of the Company or any of its other subsidiaries, until the creditors of the Receivables Entity have been satisfied. The assets and liabilities of the Receivables Entity are included in the consolidated financial statements of the Company. The Company had total unsecured, uncommitted short-term local credit facilities of $ 9.6 million as of year-end 2020. There were borrowings of $ 0.3 million under these lines at year-end 2020, compared to $ 1.1 million at year-end 2019. The weighted average interest rate for these borrowings, which was related to Malaysia at year-end 2020 and Malaysia, Brazil and India at year-end 2019, was 4.13 % at year-end 2020 and 6.76 % at year-end 2019. Included in short-term borrowings at year-end 2019 was $ 0.8 million of bank overdrafts. 14. Retirement Benefits U.S. Defined Contribution Plans The Company provides a qualified defined contribution plan covering substantially all U.S.-based full-time employees, except officers and certain other employees. The plan offers a savings feature with Company matching contributions. Assets of this plan are held by an independent trustee for the sole benefit of participating employees. A nonqualified plan is provided for officers and certain other employees. This plan includes provisions for salary deferrals and Company matching contributions. In addition to the plans above, the Company also provides a qualified plan and a nonqualified plan to certain U.S.-based temporary employees. 84 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) To mitigate the impact of the COVID-19 pandemic on the results of our operations, the Company temporarily suspended the Company matching contributions to the qualified and nonqualified defined contribution plans from April to December, 2020. The liability for the nonqualified plans was $ 216.8 million and $ 202.7 million as of year-end 2020 and 2019, respectively, and is included in current accrued payroll and related taxes and noncurrent accrued retirement benefits in the consolidated balance sheet. The cost of participants’ earnings or loss on this liability, which were included in SG&A expenses in the consolidated statements of earnings, were earnings of $ 23.0 million in 2020, earnings of $ 32.5 million in 2019 and a loss of $ 8.6 million in 2018. In connection with the administration of these plans, the Company has purchased company-owned variable universal life insurance policies insuring the lives of certain current and former officers and key employees. The cash surrender value of these policies, which is based primarily on investments in mutual funds and can only be used for payment of the Company’s obligations related to the nonqualified deferred compensation plan noted above, was $ 220.3 million and $ 200.6 million at year-end 2020 and 2019, respectively. The cash surrender value of these insurance policies is included in other assets in the consolidated balance sheet. During 2020, 2019 and 2018, proceeds of $ 2.3 million, $ 3.0 million and $ 7.9 million, respectively, were received in connection with these policies. Tax-free earnings or loss on these assets, which were included in SG&A expenses in the consolidated statements of earnings and which offset the related earnings or loss on the liability, were earnings of $ 23.1 million in 2020, earnings of $ 32.2 million in 2019 and a loss of $ 8.8 million in 2018. The net expense for retirement benefits for the qualified and nonqualified plans, including Company-matching contributions for full-time employees, totaled $ 3.2 million in 2020, $ 9.1 million in 2019 and $ 9.5 million in 2018. This expense is included in total SG&A expenses in the consolidated statements of earnings. The expense related to retirement plan contributions for temporary employees, which is included in cost of services, is reimbursed by our customers. International Defined Benefit Plans The Company has several defined benefit pension plans in locations outside of the United States. The total projected benefit obligation, assets and unfunded liability for these plans as of year-end 2020 were $ 17.6 million, $ 11.3 million and $ 6.3 million, respectively. The total projected benefit obligation, assets and unfunded liability for these plans as of year-end 2019 were $ 14.8 million, $ 9.8 million and $ 5.0 million, respectively. Total pension expense for these plans was $ 0.6 million in 2020, $ 0.3 million in 2019 and $ 0.5 million in 2018. Pension contributions and the amount of accumulated other comprehensive income expected to be recognized in 2021 are not significant. 15. Stockholders’ Equity Common Stock The authorized capital stock of the Company is 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock. Class A shares have no voting rights and are not convertible. Class B shares have voting rights and are convertible by the holder into Class A shares on a share-for-share basis at any time. Both classes of stock have identical rights in the event of liquidation. The voting rights of Class B shares are perpetual and Class B shares are not subject to transfer restrictions or mandatory conversion obligations under the Company's certificate of incorporation or bylaws. Class A shares and Class B shares are both entitled to receive dividends, subject to the limitation that no cash dividend on the Class B shares may be declared unless the board of directors declares an equal or larger cash dividend on the Class A shares. As a result, a cash dividend may be declared on the Class A shares without declaring a cash dividend on the Class B shares. 85 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component, net of tax, during 2020, 2019 and 2018 are included in the table below. Amounts in parentheses indicate debits. See Investment in Persol Holdings footnote for a description of the cumulative-effect adjustment from the adoption of ASU 2016-01. 2020 2019 2018 (In millions of dollars) Foreign currency translation adjustments: Beginning balance $ ( 13.2 ) $ ( 15.7 ) $ ( 6.9 ) Other comprehensive income (loss) before classifications 13.9 2.5 ( 8.4 ) Amounts reclassified from accumulated other comprehensive income ( 1.5 ) (1) — (1) ( 0.4 ) (1) Net current-period other comprehensive income (loss) 12.4 2.5 ( 8.8 ) Ending balance ( 0.8 ) ( 13.2 ) ( 15.7 ) 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 classifications — — — Amounts reclassified from accumulated other comprehensive income — — — Net current-period other comprehensive income (loss) — — ( 140.0 ) Ending balance — — — Pension liability adjustments: Beginning balance ( 2.6 ) ( 1.4 ) ( 2.3 ) Other comprehensive income (loss) before classifications ( 0.9 ) ( 1.3 ) 0.8 Amounts reclassified from accumulated other comprehensive income 0.1 (2) 0.1 (2) 0.1 (2) Net current-period other comprehensive income (loss) ( 0.8 ) ( 1.2 ) 0.9 Ending balance ( 3.4 ) ( 2.6 ) ( 1.4 ) Total accumulated other comprehensive income (loss) $ ( 4.2 ) $ ( 15.8 ) $ ( 17.1 ) (1) Amount was recorded in the other expense, net line item in the consolidated statements of earnings. (2) Amount was recorded in the SG&A expenses line item in the consolidated statements of earnings. 86 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. Earnings Per Share The reconciliation of basic earnings per share on common stock for the year-end 2020, 2019 and 2018 follows (in millions of dollars except per share data). 2020 2019 2018 Net earnings (loss) $ ( 72.0 ) $ 112.4 $ 22.9 Less: Earnings allocated to participating securities — ( 1.1 ) ( 0.2 ) Net earnings (loss) available to common shareholders $ ( 72.0 ) $ 111.3 $ 22.7 Average common shares outstanding (millions): Basic 39.3 39.1 38.8 Dilutive share awards — 0.1 0.3 Diluted 39.3 39.2 39.1 Basic earnings (loss) per share $ ( 1.83 ) $ 2.85 $ 0.59 Diluted earnings (loss) per share $ ( 1.83 ) $ 2.84 $ 0.58 Potentially dilutive shares outstanding are primarily related to performance shares for 2020, 2019, and 2018. We have presented earnings per share for our two classes of common stock on a combined basis. This presentation is consistent with the earnings per share computations that result for each class of common stock utilizing the two-class method as described in ASC Topic 260, “Earnings Per Share”. The two-class method is an earnings allocation formula which determines earnings per share for each class of common stock according to the dividends declared (or accumulated) and participation rights in the undistributed earnings. In applying the two class method, we have determined that the undistributed earnings should be allocated to each class on a pro rata basis after consideration of all of the participation rights of the Class B shares (including voting and conversion rights) and our history of paying dividends equally to each class of common stock on a per share basis. The Company’s Restated Certificate of Incorporation allows the board of directors to declare a cash dividend to Class A shares without declaring equal dividends to the Class B shares. Class B shares’ voting and conversion rights, however, effectively allow the Class B shares to participate in dividends equally with Class A shares on a per share basis. The Class B shares are the only shares with voting rights. The Class B shareholders are therefore able to exercise voting control with respect to all matters requiring stockholder approval, including the election of or removal of directors. The board of directors has historically declared and the Company historically has paid equal per share dividends on both the Class A and Class B shares. Each class has participated equally in all dividends declared since 1987. In addition, Class B shares are convertible, at the option of the holder, into Class A shares on a one-for-one basis. As a result, Class B shares can participate equally in any dividends declared on the Class A shares by exercising their conversion rights. Dividends paid per share for Class A and Class B common stock were $ 0.075 for 2020 and $ 0.30 for 2019 and 2018. 17. Stock-Based Compensation Under the Equity Incentive Plan, amended and restated February 15, 2017 and approved by the stockholders of the Company on May 10, 2017 (the “EIP”), the Company may grant restricted stock and performance awards associated with the Company’s Class A stock to key employees. For shares granted prior to May 10, 2017, the EIP provides that the maximum number of shares available for grants is 15 % of the outstanding Class A Stock, adjusted for EIP activity over the preceding five years . For shares granted after May 10, 2017, the amended EIP provides that the maximum number of shares available for grants is 4.7 million. The Company has no plans to issue additional shares under the provision that was in effect prior to May 10, 2017. Under the provision that was in effect for shares granted after May 10, 2017, shares available for future grants at year-end 2020 were 3.3 million. The Company issues shares out of treasury stock to satisfy stock-based awards. The Company presently has no intent to repurchase additional shares for the purpose of satisfying stock-based awards. 87 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company recognized stock-based compensation cost of $ 3.9 million in 2020, $ 5.6 million in 2019 and $ 8.1 million in 2018, as well as related tax benefits of $ 0.4 million in 2020, $ 1.3 million in 2019 and $ 4.4 million in 2018. Restricted Stock Restricted stock, which typically vests pro-rata over four years , is issued to certain key employees and is subject to forfeiture until the end of an established restriction period. The Company utilizes the market price of its Class A stock on the date of grant as the fair value of restricted stock and expenses the fair value on a straight-line basis over the vesting period. A summary of the status of nonvested restricted stock under the EIP as of year-end 2020 and changes during this period is presented as follows below (in thousands of shares except per share data): Restricted Stock Weighted Average Grant Date Fair Value Nonvested at year-end 2019 360 $ 24.92 Granted 80 15.97 Vested ( 120 ) 24.03 Forfeited ( 39 ) 24.88 Nonvested at year-end 2020 281 $ 22.74 As of year-end 2020, unrecognized compensation cost related to unvested restricted stock totaled $ 4.1 million. The weighted average period over which this cost is expected to be recognized is approximately 1.6 years. The weighted average grant date fair value per share of restricted stock granted during 2020, 2019 and 2018 was $ 15.97 , $ 24.76 and $ 28.79 , respectively. The total fair value of restricted stock, which vested during 2020, 2019 and 2018, was $ 2.4 million, $ 3.3 million and $ 4.9 million, respectively. Performance Shares During 2020, 2019 and 2018, the Company granted performance awards associated with the Company’s Class A stock to certain senior officers. The payment of performance awards, which will be satisfied with the issuance of shares out of treasury stock, is contingent upon the achievement of specific gross profit and operating earnings performance goals ("financial measure performance awards") over a stated period of time or may be earned based on the Company’s total shareholder return (“TSR”) relative to the S&P SmallCap 600 Index (“TSR performance awards”). The financial measure performance awards and TSR performance awards have a performance period of three years and will cliff-vest after the approval by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares. Additionally, the Company also granted single financial measure performance shares to certain senior officers, which will be satisfied with the issuance of shares out of treasury stock, and is contingent upon the achievement of one performance measure with a one -year performance period. These single financial measure performance shares vest over four years and earn dividends, which are not paid until the awards vest. 2020 Grant The 2020 performance share grant ("2020 grant") consisted of 114,564 single financial measure performance shares, which have a one-year performance period based on a specific operating earnings performance goal. The 2020 single financial measure performance awards have a weighted average grant date fair value of $ 22.59 per share. 2019 Grant For the 2019 performance share grant (“2019 grant”), the total target number of performance shares granted was 260,000 of which 207,000 shares were eligible to earn up to the maximum number of performance shares of 413,000 , which assumes 200 % of the target shares originally granted, and may be earned upon achievement of two financial goals. The 2019 financial measure performance awards were granted with a market condition in the form of a relative TSR modifier, which could impact the number of shares earned as determined at the end of the performance period. The number of shares earned based on financial measures’ results will be reduced, increased or remain the same based on the Company’s TSR relative to the S&P SmallCap 600 Index. The maximum number of performance shares that may be earned is 200 % of the target shares originally granted and the TSR modifier will not increase payouts above the maximum. The 2019 grant also included 53,000 single financial measure performance shares. 88 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The 2019 financial measure performance awards have a weighted average grant date fair value of $ 25.54 per share, which was determined using a Monte Carlo valuation model incorporating assumptions for inputs of expected stock price volatility, dividend yield and risk-free interest rate. The total nonvested shares at maximum level ( 200 %) related to 2019 financial measure performance awards at year-end 2020 is 264,160 . 2018 Grant For the 2018 performance share grant (“2018 grant”), the total target number of performance shares granted was 222,000 , of which 177,000 shares ( 118,000 of financial measure performance awards and 59,000 of TSR performance awards) were eligible to earn up to the maximum number of performance shares of 355,000 , which assumes 200 % of the target shares originally granted. The 2018 grant also included 45,000 single financial measure performance shares. The financial measure performance awards have a weighted average grant date fair value of $ 28.40 . For each of the two financial measures, there are annual goals set in February of each year, with the total award payout based on a cumulative average of the 2018, 2019, and 2020 goals. Accordingly, the Company remeasures the fair value of the 2018 financial measure performance shares each reporting period until the 2020 goals are set, after which the fair value will be fixed for the remaining performance period. During the first quarter of 2020, the final year of goals was set and the grant date fair value for the 2018 financial measure performance shares was set at $ 16.99 and remained fixed for the remaining performance period. The TSR performance awards have an estimated fair value of $ 31.38 , which was computed using a Monte Carlo simulation model incorporating assumptions for inputs of expected stock price volatility, dividend yield and risk-free rate. Based upon the level of achievement of specific financial performance goals and the Company's relative to the S&P SmallCap 600 Index for the 2018 grant, participants had the ability to receive up to 200 % of the target number of shares originally granted. On February 16, 2021, the Compensation Committee approved the actual performance achievement of the financial measure performance awards, which was below the threshold level and resulted in no payout for the 2018 grant. The actual achievement of the TSR performance awards was below the threshold level and resulted in no payout for the 2018 grant. There are no nonvested shares related to the 2018 financial measure performance awards and TSR performance awards at year-end 2020. A summary of the status of all nonvested performance shares at target for 2020 is presented as follows below (in thousands of shares except per share data). The majority of the vested shares in the table below is related to the 2017 performance share grant, which cliff-vested after approval from the Compensation Committee during the first quarter of 2020. The majority of the forfeited shares in the table below is related to the separation of two former senior officers during the third quarter of 2020. The vesting adjustment in the table below represents the 2017 Total Shareholder Return ("TSR") performance shares that did not vest because actual achievement was below the threshold level and resulted in no payout. 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 2019 502 $ 24.21 114 $ 25.24 Granted 115 22.59 — — Vested ( 155 ) 24.02 — — Forfeited ( 96 ) 24.85 ( 5 ) 31.38 Vesting Adjustment — — ( 62 ) 20.15 Nonvested at year-end 2020 366 $ 22.40 47 $ 31.38 As of year-end 2020, unrecognized compensation cost related to all unvested financial measure performance shares and TSR performance shares totaled $ 2.6 million and $ 0.0 million, respectively. The weighted average period over which the costs are expected to be recognized is approximately 2.5 years for financial measure performance shares and 0 years for TSR performance shares. The total fair value of financial measure performance shares and TSR performance shares, which vested during 2020, was $ 1.8 million and $ 0.0 million, respectively. 89 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 18. Sale of Assets In the second quarter of 2020, the Company monetized wage subsidy receivables outside the U.S. for $ 16.9 million, net of fees and 5 % retainer. The sale of these receivables was accounted for as a sale of financial assets with certain recourse provisions in which we derecognized the receivables. Although the sale of receivables is with recourse, the Company did not record a recourse obligation as of year-end 2020 as the Company has concluded the receivables are collectible. The net cash proceeds related to the sale are included in operating activities in the consolidated statements of cash flows and the fees related to the sale are included in SG&A expenses in the consolidated statements of earnings. On March 20, 2020, the Company sold three of our four headquarters properties for a purchase price of $ 58.5 million as a part of a sale and leaseback transaction. The properties included the parcels of land, together with all rights and easements, in addition to all improvements located on the land, including buildings. The Company received cash proceeds of $ 55.5 million, which was net of transaction expenses. As of the date of the sale, the properties had a combined net carrying amount of $ 23.4 million. The resulting gain on the sale of the assets was $ 32.1 million which is recorded in gain on sale of assets in the consolidated statements of earnings. The Company leased back the main headquarters building on the same date; see the Leases footnote for discussion of the sale and leaseback transaction. Gain on sale of assets of $ 12.3 million in 2019 primarily represents the sale of unused land located near the Company headquarters in the second quarter of 2019, and includes the excess of the $ 11.7 million sale proceeds over the cost of the parcel. The gain on sale of assets also includes proceeds of $ 2.1 million from the transfer of customer contracts related to the Company’s legal specialty operations to a third party during the second quarter of 2019. 19. Asset Impairment Charge During the fourth quarter of 2019, a triggering event for the evaluation of a certain long-lived asset for impairment occurred related to our corporate U.S. front and middle office technology development project. We determined that we would not complete a technology project for which we had previously capitalized certain development costs in order to enhance and expand a technology platform already in existence. To determine the amount of the impairment charge, we aggregated all capitalized costs related to the project that could not be transferred to the expansion and enhancement of the existing platform. As a result, we recorded a $ 15.8 million asset impairment charge on the 2019 consolidated statements of earnings. 20. Other Income (Expense), Net Included in other income (expense), net are the following: 2020 2019 2018 (In millions of dollars) Interest income $ 0.6 $ 1.1 $ 0.8 Interest expense ( 3.0 ) ( 4.2 ) ( 3.1 ) Dividend income 2.4 2.5 1.6 Foreign exchange gains (losses) 3.3 ( 0.8 ) 0.3 Other 0.1 0.2 ( 0.2 ) Other income (expense), net $ 3.4 $ ( 1.2 ) $ ( 0.6 ) Dividend income includes dividends earned on the Company’s investment in Persol Holdings (see Investment in Persol Holdings footnote). 90 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 21. Income Taxes Earnings (loss) before taxes and equity in net earnings (loss) of affiliate for the years 2020, 2019 and 2018 were taxed under the following jurisdictions: 2020 2019 2018 (In millions of dollars) Domestic $ ( 84.7 ) $ 46.6 $ 53.1 Foreign ( 22.1 ) 69.8 ( 62.5 ) Total $ ( 106.8 ) $ 116.4 $ ( 9.4 ) The provision for income taxes was as follows: 2020 2019 2018 (In millions of dollars) Current tax expense: U.S. federal $ 8.2 $ 4.7 $ 6.1 U.S. state and local 5.9 3.0 3.1 Foreign 9.0 11.0 11.2 Total current 23.1 18.7 20.4 Deferred tax (benefit) expense: U.S. federal ( 36.0 ) ( 19.4 ) ( 15.6 ) U.S. state and local ( 12.3 ) ( 1.6 ) 1.0 Foreign ( 8.8 ) 2.7 ( 32.9 ) Total deferred ( 57.1 ) ( 18.3 ) ( 47.5 ) Total provision $ ( 34.0 ) $ 0.4 $ ( 27.1 ) Deferred income taxes reflect the temporary differences between the asset and liability basis for financial reporting purposes and the amounts used for income tax purposes, at the relevant tax rate. The deferred tax assets and liabilities are comprised of the following: 2020 2019 (In millions of dollars) Depreciation and amortization $ ( 10.5 ) $ ( 28.6 ) Employee compensation and benefit plans 61.4 58.4 Accrued payroll and related taxes 29.6 — Accrued workers’ compensation 13.4 14.8 Investment in Persol Holdings ( 39.1 ) ( 42.5 ) Investment in equity affiliate ( 13.1 ) ( 13.8 ) Operating lease liabilities 21.7 15.7 Loss carryforwards 33.6 30.4 Credit carryforwards 161.2 167.1 Other, net 4.3 3.5 Valuation allowance ( 20.2 ) ( 19.0 ) Net deferred tax assets $ 242.3 $ 186.0 91 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The deferred tax balance is classified in the consolidated balance sheet as: 2020 2019 (In millions of dollars) Deferred tax asset $ 282.0 $ 229.1 Other long-term liabilities ( 39.7 ) ( 43.1 ) $ 242.3 $ 186.0 The Company has U.S. general business credit carryforwards of $ 153.3 million which will expire from 2034 to 2040, foreign tax credit carryforwards of $ 7.8 million which will expire from 2022 to 2030 and $ 0.1 million of state credit carryforwards which will expire from 2026 to 2040. The net tax effect of state and foreign loss carryforwards at year-end 2020 totaled $ 33.6 million, $ 1.9 million of which expire between 2021 to 2037, and $ 31.7 million of which have no expiration. The Company has established a valuation allowance for loss carryforwards and future deductible items in certain foreign jurisdictions, and for U.S. foreign tax credit carryforwards. The valuation allowance is determined in accordance with the provisions of ASC Topic 740 (“ASC 740”), Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. The Company’s recent losses in these foreign jurisdictions, and its recent lack of adequate U.S. foreign source income to fully utilize foreign tax credit carryforwards, represented sufficient negative evidence to require a valuation allowance under ASC 740. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support realization of the foreign deferred tax assets. The differences between income taxes from continuing operations for financial reporting purposes and the U.S. statutory rate of 21 % in 2020, 2019, and 2018 as follows: 2020 2019 2018 (In millions of dollars) Income tax based on statutory rate $ ( 22.4 ) $ 24.4 $ ( 2.0 ) State income taxes, net of federal benefit ( 5.1 ) 1.1 3.2 Foreign tax rate differential 2.8 4.6 ( 8.3 ) General business credits ( 9.9 ) ( 16.7 ) ( 22.6 ) Life insurance cash surrender value ( 4.6 ) ( 6.5 ) 2.1 Foreign items ( 1.8 ) 0.8 1.9 Sale of Brazil operations ( 6.6 ) — — GILTI, net of foreign tax credit ( 0.1 ) 0.5 0.5 Foreign-derived intangible income ( 0.7 ) ( 0.9 ) ( 0.9 ) Foreign business taxes 3.0 3.8 4.2 Non-deductible expenses 0.2 0.7 2.6 Tax law change ( 1.7 ) ( 0.2 ) ( 0.5 ) Change in deferred tax realizability 0.4 ( 10.6 ) ( 4.3 ) Stock compensation 0.6 ( 0.6 ) ( 3.0 ) Non-deductible goodwill impairment 11.9 — — Total $ ( 34.0 ) $ 0.4 $ ( 27.1 ) Our tax benefit or expense is affected by recurring items, such as the amount of pretax income and its mix by jurisdiction, U.S. work opportunity credits and the change in cash surrender value of non-taxable investments in life insurance policies. It is also affected by discrete items that may occur in any given period but are not consistent from period to period, such as tax law changes, changes in judgment regarding the realizability of deferred tax assets, or the tax effects of stock compensation. With the Company’s adoption of ASU 2016-01 in the first quarter of 2018, changes in the fair value of the Company’s investment in Persol Holdings are now recognized in the consolidated statements of earnings. These investment gains or losses are treated as discrete since they cannot be estimated. Several items have contributed to the variance in our income tax benefit or expense over the last three years. The 2020 income tax benefited from lower pretax earnings and included $ 5.1 million from the loss on our investment in Persol Holdings, $ 6.6 92 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) million from the sale of Brazil operations, and $ 23.0 million from the impairment of tax deductible goodwill. Income tax expense for 2019 included an $ 11.0 million expense from the gain on our investment in Persol Holdings, in addition to a $ 3.9 million charge to establish valuation allowances in Germany, offset by a $ 14.3 million benefit on the release of valuation allowances in the United Kingdom. Income tax benefit for 2018 included a $ 29.4 million benefit from the loss on our investment in Persol Holdings and a benefit on the release of valuation allowances in Australia. General business credits primarily represent U.S. work opportunity credits. Foreign items include foreign tax credits, foreign non-deductible expenses and non-taxable income. Foreign business taxes include the French business tax and other taxes based on revenue less certain expenses and are classified as income taxes under ASC 740. Non-deductible expenses include executive compensation and business meals and entertainment. The work opportunity credit program generates a significant tax benefit. It is a temporary provision in the U.S. tax law which was extended under the Consolidated Appropriations Act, 2021, and expires for employees hired after 2025. Provision has not been made for additional income taxes on an estimated $ 135.2 million of undistributed earnings which are indefinitely reinvested. If these earnings were to be repatriated, the Company could be subject to foreign withholding tax, federal and state income tax, net of federal benefit, and income taxes on foreign exchange gains or losses, of $ 7.6 million. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2020 2019 2018 (In millions of dollars) Balance at beginning of the year $ 0.9 $ 1.1 $ 1.2 Additions for prior years’ tax positions — — — Reductions for prior years’ tax positions — — — Additions for settlements — — — Reductions for settlements — — — Reductions for expiration of statutes ( 0.4 ) ( 0.2 ) ( 0.1 ) Balance at end of the year $ 0.5 $ 0.9 $ 1.1 If the $ 0.5 million in 2020, $ 0.9 million in 2019 and $ 1.1 million in 2018 of unrecognized tax benefits were recognized, they would have a favorable effect of $ 0.4 million in 2020, $ 0.8 million in 2019 and $ 0.9 million in 2018 on income tax expense. The Company recognizes both interest and penalties as part of the income tax provision. The Company recognized a benefit of $ 0.1 million in 2020 for interest and penalties. Interest and penalties expense in 2019 and 2018 were not significant. Accrued interest and penalties were $ 0.1 million at year-end 2020 and $ 0.2 million at year-end 2019. The Company files income tax returns in the U.S. and in various states and foreign countries. The tax periods open to examination by the major taxing jurisdictions to which the Company is subject include the U.S. for fiscal years 2017 and forward, Canada for fiscal years 2013 and forward, France for fiscal years 2013 and forward, Mexico for fiscal years 2015 and forward, Portugal for fiscal years 2017 and forward, Russia for fiscal years 2018 and forward, and Switzerland for fiscal years 2011 and forward. The Company and its subsidiaries have various income tax returns in the process of examination. The unrecognized tax benefit and related interest and penalty balances include approximately $ 0.1 million for 2020, related to tax positions which are reasonably possible to change within the next twelve months due to income tax audits, settlements and statute expirations. 93 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 22. Supplemental Cash Flow Information Changes in operating assets and liabilities, net of acquisitions, as disclosed in the statements of cash flows, for the fiscal years 2020, 2019 and 2018, respectively, were as follows: 2020 2019 2018 (In millions of dollars) (Increase) decrease in trade accounts receivable $ 55.9 $ 46.0 $ ( 32.0 ) (Increase) decrease in prepaid expenses and other assets 21.8 6.0 ( 9.5 ) (Increase) decrease in ROU assets 0.2 0.7 — Increase (decrease) increase in accounts payable and accrued liabilities 10.5 ( 43.0 ) 17.0 Increase (decrease) in operating lease liabilities ( 21.1 ) ( 21.6 ) — Increase (decrease) in accrued payroll and related taxes 71.9 ( 13.2 ) ( 21.0 ) Increase (decrease) in accrued workers’ compensation and other claims ( 4.9 ) ( 1.9 ) 1.9 Increase (decrease) in income and other taxes ( 14.0 ) 0.6 2.1 Total changes in operating assets and liabilities, net of acquisitions $ 120.3 $ ( 26.4 ) $ ( 41.5 ) The Company paid interest of $ 1.6 million in 2020, $ 3.2 million in 2019 and $ 1.6 million in 2018. The Company paid income taxes of $ 26.4 million in 2020, $ 17.7 million in 2019 and $ 18.3 million in 2018. Non-cash capital accruals totaled $ 1.4 million, $ 1.6 million and $ 1.8 million at year-end 2020, 2019 and 2018, respectively. 23. Commitments In addition to lease agreements (see Leases footnote) and the indemnification agreement related to the sale of our Brazil operations (see Acquisitions and Disposition footnote), the Company has entered into noncancelable purchase obligations totaling $ 36.7 million. These obligations relate primarily to technology services and online tools which the Company expects to utilize generally within the next two fiscal years, in the ordinary course of business. The Company has no material unrecorded commitments, losses, contingencies or guarantees associated with any related parties or unconsolidated entities. See the Debt and Retirement Benefits footnotes for commitments related to debt and pension obligations. 24. Contingencies The Company is continuously engaged in litigation, threatened litigation, claims, audits or investigations arising in the ordinary course of its business, such as matters alleging employment discrimination, wage and hour violations, claims for indemnification or liability, violations of privacy rights, anti-competition regulations, commercial and contractual disputes, and tax-related matters which could result in a material adverse outcome. We record accruals for loss contingencies when we believe it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Such accruals are recorded in accounts payable and accrued liabilities and in accrued workers’ compensation and other claims in the consolidated balance sheet. At year-end 2020 and 2019, the gross accrual for litigation costs amounted to $ 1.4 million and $ 9.9 million, respectively. The decrease in the gross accrual from year-end 2019 was due to cash payments made and the liabilities related to our Brazil operations which were sold during 2020. The Company maintains insurance coverage which may cover certain claims. When claims exceed the applicable policy deductible and realization of recovery of the claim from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets in the consolidated balance sheet. At year-end 2020 and 2019, the related insurance recoveries amounted to zero and $ 4.1 million, respectively. The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is zero to $ 1.3 million as of year-end 2020. This range includes matters where a liability has been accrued but it is reasonably possible that the ultimate loss may exceed the amount accrued and for matters where a loss is believed to be reasonably possible, but a liability has not been accrued. The aggregate range only represents matters in which we are currently able to estimate a range of loss and does not represent our maximum loss exposure. The estimated range is subject to significant judgment and a variety of 94 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) assumptions and only based upon currently available information. For other matters, we are currently not able to estimate the reasonably possible loss or range of loss. While the ultimate outcome of these matters cannot be predicted with certainty, we believe that the resolution of any such proceedings will not have a material adverse effect on our financial condition, results of operations or cash flows. 25. Segment Disclosures Beginning in the third quarter of 2020, the Company adopted a new operating model reflecting the Company's focus on delivering specialty talent solutions. The Company’s new operating segments, which also represent its reporting segments, are based on the organizational structure for which financial results are regularly evaluated by the Company’s chief operating decision-maker ("CODM", the Company’s CEO) to determine resource allocation and assess performance. The Company’s five reportable segments, (1) Professional & Industrial, (2) Science, Engineering & Technology, (3) Education, (4) Outsourcing & Consulting, and (5) International, reflect the specialty services the Company provides to customers and represent how the business is organized internally. Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services. Professional & Industrial delivers staffing, outcome-based and direct-hire services focused on office, Professional, Light Industrial and Contact Center specialties in the U.S. and Canada, including our KellyConnect product. Science, Engineering & Technology delivers both staffing and outcome-based solutions in the specialty areas of science, technology, telecom and engineering primarily in the U.S. and Canada. Education primarily specializes in K-12 substitute teachers and support staff, as well as early childhood and higher education support, in the U.S. Outsourcing & Consulting is focused on providing RPO, MSP and PPO solutions in the Americas, Europe and Asia-Pacific regions. International provides talent to customers across all specialties primarily through staffing services within Europe as well as Brazil and Mexico in the Americas region. Our Brazil operations were sold in August 2020 (see Acquisitions and Disposition footnote). Corporate expenses that directly support the operating units have been allocated to Professional & Industrial, Science, Engineering & Technology, Education, Outsourcing & Consulting, and International based on work effort, volume or, in the absence of a readily available measurement process, proportionately based on gross profit realized. Unallocated corporate expenses include those related to incentive compensation, law and risk management, certain finance and accounting functions, executive management, corporate campus facilities, IT production support, certain legal costs and expenses related to corporate initiatives that do not directly benefit a specific operating segment. Consistent with the information provided to and evaluated by the CODM, the goodwill impairment charge in the first quarter of 2020 is included in Corporate expenses. The following tables present information about the reported revenue from services and gross profit of the Company by segment, along with a reconciliation to earnings (loss) before taxes and equity in net earnings (loss) of affiliate, for 2020, 2019 and 2018 based on the new operating model. Prior year reportable segment results were recast to align with the current presentation. Asset information by reportable segment is not presented, since the Company does not produce such information internally nor does it use such data to manage its business. 2020 2019 2018 (In millions of dollars) Revenue from Services: Professional & Industrial $ 1,858.4 $ 2,213.4 $ 2,430.9 Science, Engineering & Technology 1,019.1 1,131.8 1,002.6 Education 286.9 450.7 428.5 Outsourcing & Consulting 363.5 377.7 377.1 International 988.6 1,182.5 1,275.2 Less: Intersegment revenue ( 0.5 ) ( 0.5 ) ( 0.4 ) Consolidated Total $ 4,516.0 $ 5,355.6 $ 5,513.9 95 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2020 2019 2018 (In millions of dollars) Earnings (Loss) from Operations: Professional & Industrial gross profit $ 330.2 $ 388.4 $ 419.3 Professional & Industrial SG&A expenses ( 288.6 ) ( 326.0 ) ( 338.4 ) Professional & Industrial earnings (loss) from operations 41.6 62.4 80.9 Science, Engineering & Technology gross profit 209.4 226.2 185.6 Science, Engineering & Technology SG&A expenses ( 134.4 ) ( 146.7 ) ( 124.7 ) Science, Engineering & Technology earnings (loss) from operations 75.0 79.5 60.9 Education gross profit 42.2 72.0 70.7 Education SG&A expenses ( 51.2 ) ( 56.2 ) ( 47.8 ) Education earnings (loss) from operations ( 9.0 ) 15.8 22.9 Outsourcing & Consulting gross profit 119.8 122.3 124.2 Outsourcing & Consulting SG&A expenses ( 108.3 ) ( 119.3 ) ( 131.2 ) Outsourcing & Consulting earnings (loss) from operations 11.5 3.0 ( 7.0 ) International gross profit 126.0 159.5 172.4 International SG&A expenses ( 134.9 ) ( 140.8 ) ( 148.6 ) International earnings (loss) from operations ( 8.9 ) 18.7 23.8 Corporate ( 203.8 ) ( 97.6 ) ( 94.1 ) Consolidated Total ( 93.6 ) 81.8 87.4 Gain (loss) on investment in Persol Holdings ( 16.6 ) 35.8 ( 96.2 ) Other income (expense), net 3.4 ( 1.2 ) ( 0.6 ) Earnings (loss) before taxes and equity in net earnings (loss) of affiliate $ ( 106.8 ) $ 116.4 $ ( 9.4 ) A summary of revenue from services by geographic area for 2020, 2019 and 2018 follows: 2020 2019 2018 (In millions of dollars) Revenue from Services: United States $ 3,260.2 $ 3,892.5 $ 3,930.0 Foreign 1,255.8 1,463.1 1,583.9 Total $ 4,516.0 $ 5,355.6 $ 5,513.9 Foreign revenue is based on the country in which the legal subsidiary is domiciled. No single foreign country’s revenue represented more than 10% of the consolidated revenues of the Company. No single customer represented more than 10% of the consolidated revenues of the Company. 96 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of long-lived assets information by geographic area as of year-end 2020 and 2019 follows: 2020 2019 (In millions of dollars) Long-Lived Assets: United States $ 94.7 $ 73.1 Foreign 29.5 30.4 Total $ 124.2 $ 103.5 Long-lived assets represent property and equipment. No single foreign country’s long-lived assets represented more than 10% of the consolidated long-lived assets of the Company. 26. New Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual periods, with early adoption permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively. We adopted this guidance prospectively effective December 30, 2019. In accordance with the standard, we present capitalized implementation costs incurred in a hosting arrangement that is a service contract as other assets on our consolidated balance sheet. This presentation is consistent with the presentation of the prepayment of fees for the hosting arrangement. We recognized $ 1.0 million of amortization expense for capitalized implementation costs incurred in hosting arrangements for the year ended 2020 as a component of SG&A expenses in our consolidated statements of earnings. We recognized $ 5.1 million of payments for capitalized implementation costs for the year ended 2020 in the same manner as payments made for fees associated with the related hosting arrangements as a component of net cash from operating activities in our consolidated statements of cash flows. The Company's cloud computing arrangements are comprised of internal-use software platforms accounted for as service contracts. The Company does not have the ability to take possession of the software without significant penalty nor can the Company run the software on its own hardware or contract with another party unrelated to the vendor to host the software. In June 2016, the FASB issued ASU 2016-13 (ASC Topic 326), as clarified in ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2018-19, amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model, which is a new impairment model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the prior methodology of delaying recognition of credit losses until it is probable a loss has been incurred. The standard also requires additional quantitative and qualitative disclosures regarding credit risk inherent in a reporting entity's portfolio, how management monitors this risk, management's estimate of expected credit losses, and the changes in the estimate that has taken place during the period. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual reporting periods beginning after December 15, 2018. We adopted this ASU using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures, as applicable. Results for reporting periods beginning after December 30, 2019 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. We recorded a decrease to retained earnings of $ 0.7 million, net of tax, in the first quarter 2020 for the cumulative effect of adopting ASC 326. Related disclosures have been updated throughout the financial statements and footnotes. In August 2018, the FASB issued ASU 2018-13 which eliminates, adds and modifies certain fair value measurement disclosures. The ASU is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard did not have a material impact to our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 amending the existing accounting standards for lease accounting and requiring lessees to recognize lease assets and lease liabilities for all leases with lease terms of more than 12 months, including 97 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current U.S. GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization's leasing activities. An additional optional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption is allowed. We adopted this guidance with the optional transition method effective December 31, 2018. See Leases footnote for the impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 amending the current guidance for how entities measure certain equity investments, the accounting for financial liabilities under the fair value option, and the presentation and disclosure requirements relating to financial instruments. The new guidance requires entities to use fair value measurement for equity investments in unconsolidated entities, excluding equity method investments, and to recognize the changes in fair value in net income at the end of each reporting period. Under the new standard, for any financial liabilities in which the fair value option has been elected, the changes in fair value due to instrument-specific credit risk must be recognized separately in other comprehensive income. Presentation and disclosure requirements under the new guidance require public businesses entities to use the exit price when measuring the fair value of financial instruments measured at amortized cost. In addition, financial assets and liabilities must now be presented separately in the notes to the financial statements and grouped by measurement category and form of financial asset. This ASU was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption was only permitted for the financial liability provision. We adopted this guidance effective January 1, 2018. See Investment in Persol Holdings footnote for the impact on the financial statements. In May 2014, the FASB issued new revenue recognition guidance under ASU 2014-09 that superseded the existing revenue recognition guidance under U.S. GAAP. The new standard focused on creating a single source of revenue guidance for revenue arising from contracts with customers for all industries. The objective of the new standard was for companies to recognize revenue when it transfers the promised goods or services to its customers at an amount that represents what the company expects to be entitled to in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year (ASU 2015-14). This ASU was effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2017. Since the issuance of the original standard, the FASB issued several other subsequent updates including the following: 1) clarification of the implementation guidance on principal versus agent considerations (ASU 2016-08); 2) further guidance on identifying performance obligations in a contract as well as clarifications on the licensing implementation guidance (ASU 2016-10): 3) rescission of several SEC Staff Announcements that are codified in Topic 605 (ASU 2016-11); 4) additional guidance and practical expedients in response to identified implementation issues (ASU 2016-12); and 5) technical corrections and improvements (ASU 2016-20). We adopted this guidance with the modified retrospective approach effective January 1, 2018. See Revenue footnote for the impact on the financial statements. Not Yet Adopted In January 2020, the FASB issued ASU 2020-01 which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12 simplifying various aspects related to the accounting for income taxes. The guidance removes exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. 98 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 27. Related Party Transactions The Terence E. Adderley Revocable Trust K (“Trust K”), which became irrevocable upon the death of Terence E. Adderley (the former Chairman of the Company's board of directors) on October 9, 2018, controls approximately 91.6 % of the outstanding shares of Kelly Class B common stock. There were no material transactions between the Company and Trust K or its trustees in 2020, 2019 or 2018. See Investment in PersolKelly Pte. Ltd. footnote for a description of related party activity with PersolKelly Pte. Ltd. 99 KELLY SERVICES, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION RESERVES (In millions of dollars) Additions Balance at beginning of year Charged to costs and expenses Charged to other accounts Currency exchange effects Deductions from reserves Balance at end of year Description Fiscal year ended January 3, 2021 Reserve deducted in the balance sheet from the assets to which it applies - Deferred tax assets valuation allowance $ 19.0 3.7 — 0.5 ( 3.0 ) $ 20.2 Fiscal year ended December 29, 2019 Reserve deducted in the balance sheet from the assets to which it applies - Allowance for doubtful accounts - trade accounts receivable $ 13.2 3.4 0.7 (1) — ( 4.4 ) $ 12.9 Deferred tax assets valuation allowance $ 27.8 6.1 — ( 0.3 ) ( 14.6 ) $ 19.0 Fiscal year ended December 30, 2018 Reserve deducted in the balance sheet from the assets to which it applies - Allowance for doubtful accounts - trade accounts receivable $ 12.9 3.5 ( 0.5 ) (1) ( 0.4 ) ( 2.3 ) $ 13.2 Deferred tax assets valuation allowance $ 34.6 2.6 — ( 1.8 ) ( 7.6 ) $ 27.8 (1) Adjustment to provision for sales allowances charged to revenue from services. 100 INDEX TO EXHIBITS REQUIRED BY ITEM 601 REGULATIONS S-K Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation, effective May 9, 2018 (Reference is made to Exhibit 3.1 to the Form 8-K filed with the Commission on May 11, 2018, which is incorporated herein by reference). 3.2 By-laws, effective November 6, 2018 (Reference is made to Exhibit 3.1 to the Form 8-K filed with the Commission on November 7, 2018, which is incorporated herein by reference). 4 Description of Securities (Reference is made to Exhibit 4 to the Form 10-K filed with the Commission on February 13, 2020, which is incorporated herein by reference). 10.1* Kelly Services, Inc. Short-Term Incentive Plan, as amended and restated January 1, 2020. 10.2* Kelly Services, Inc. Equity Incentive Plan (Reference is made to Exhibit 10.1 to the Form 8-K filed with the Commission on May 12, 2017, which is incorporated herein by reference). 10.3* Kelly Services, Inc. Senior Executive Severance Plan (Reference is made to Exhibit 10.3 to the Form 10-Q filed with the Commission on May 11, 2017, which is incorporated herein by reference). 10.4* Kelly Services, Inc. Non-Employee Directors Deferred Compensation Plan (Reference is made to Exhibit 10.4 to the Form 10-K filed with the Commission on February 20, 2018, which is incorporated herein by reference). 10.5* First Amendment to the Kelly Services, Inc. Non-Employee Directors Deferred Compensation Plan (Reference is made to Exhibit 10.5 to the Form 10-K filed with the Commission on February 13, 2020, which is incorporated herein by reference). 10.6 Third Amended and Restated Credit Agreement, dated December 5, 2019 (Reference is made to Exhibit 10.6 to the Form 8-K filed with the Commission on December 9, 2019, which is incorporated herein by reference). 10.7 Agreement of Purchase and Sale, A.F.J. Development Company and Kelly Properties, LLC (Reference is made to Exhibit 10.7 to the Form 10-K filed with the Commission on February 13, 2020, which is incorporated herein by reference). 10.12* Kelly Services, Inc. Management Retirement Plan as amended and restated January 1, 2020. 10.14 Amended and Restated Pledge and Security Agreement, dated December 5, 2019 (Reference is made to Exhibit 10.14 to the Form 8-K filed with the Commission on December 9, 2019, which is incorporated herein by reference). 10.15 First Amended and Restated Receivables Purchase Agreement Amendment No. 1, dated December 5, 2019 (Reference is made to Exhibit 10.15 to the Form 8-K filed with the Commission on December 9, 2019, which is incorporated herein by reference). 101 INDEX TO EXHIBITS REQUIRED BY ITEM 601 REGULATION S-K (continued) Exhibit No. Description 14 Code of Business Conduct and Ethics, revised August 2020 (Reference is made to Exhibit 14 to the Form 10-Q filed with the commission on November 5, 2020, which is incorporated herein by reference). 21 Subsidiaries of Registrant. 23 Consent of Independent Registered Public Accounting Firm. 24 Power of Attorney. 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 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. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Indicates a management contract or compensatory plan or arrangement. 102 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 18, 2021 KELLY SERVICES, INC. Registrant By /s/ Olivier G. Thirot Olivier G. Thirot Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 18, 2021 * /s/ P. W. Quigley P. W. Quigley President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 18, 2021 * /s/ D. R. Parfet D. R. Parfet Chairman of the Board and Director Date: February 18, 2021 * /s/ C. M. Adderley C. M. Adderley Director Date: February 18, 2021 * /s/ G. S. Adolph G. S. Adolph Director Date: February 18, 2021 * /s/ G. S. Corona G. S. Corona Director Date: February 18, 2021 * /s/ R. S. Cubbin R. S. Cubbin Director Date: February 18, 2021 * /s/ J. E. Dutton J. E. Dutton Director Date: February 18, 2021 * /s/ T. B. Larkin T. B. Larkin Director Date: February 18, 2021 * /s/ L. A. Murphy L. A. Murphy Director 103 SIGNATURES (continued) Date: February 18, 2021 /s/ O. G. Thirot O. G. Thirot Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 18, 2021 /s/ L. S. Lockhart L. S. Lockhart Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) Date: February 18, 2021 *By /s/ O.G. Thirot O.G. Thirot Attorney-in-Fact 104