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 44 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 December 31, 2023, 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. Securities Trading Plans of Directors and Executive Officers During the fourth quarter ended December 31, 2023, none of the Company's directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement." ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 38 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 39-40, and “Code of Business Conduct and Ethics,” which is included on page 41, (Item 10), and except as set forth under the title “Equity Compensation Plan Information,” which is included on page 41, (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 December 31, 2023: Name/Office Age Served as an Officer Since Business Experience During Last 5 Years Peter W. Quigley President and Chief Executive Officer 62 2004 Served as officer of the Company. Olivier G. Thirot Executive Vice President and Chief Financial Officer 62 2008 Served as officer of the Company. Amy J. Bouque Senior Vice President Chief People Officer 54 2020 September 2020 - Present Served as officer of the Company. January 2016 - August 2020 Executive Director - Talent Management - Ally Financial, Detroit Michigan Tammy L. Browning Senior Vice President President, KellyOCG 50 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 47 2014 Served as officer of the Company. Dinette Koolhaas Senior Vice President President, Kelly International 54 2008 Served as officer of the Company. (1) (1) In conjunction with the completion of the sale of our EMEA staffing operations and a transition period, Ms. Koolhaas will depart the Company on March 31, 2024. 39 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 54 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 Nicola M. Soares Senior Vice President President, Kelly Education 55 2011 Served as officer of the Company. Vanessa P. Williams Senior Vice President General Counsel Corporate Secretary 52 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 40 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 99. 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 2023. 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 - Fixed Share provision (1),(2) — $ — 1,956,085 Equity compensation plans not approved by security holders (3) — — — Total — $ — 1,956,085 (1) The equity compensation plan approved by our stockholders is our Equity Incentive Plan. (2) 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: 784,132 shares of restricted stock; performance shares that have been earned but not yet vested totaling 115,182 financial measure performance awards, and 47,752 single financial measure performance awards; and performance shares granted to employees and not yet earned or vested totaling 876,363 shares of financial measure performance awards, calculated using an assumed maximum award performance level of 200%, where applicable, at December 31, 2023. (3) 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. 41 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 (PCAOB ID 238 ) Consolidated Statements of Earnings for the three fiscal years ended December 31, 2023 Consolidated Statements of Comprehensive Income for the three fiscal years ended December 31, 2023 Consolidated Balance Sheets at December 31, 2023 and January 1, 2023 Consolidated Statements of Stockholders’ Equity for the three fiscal years ended December 31, 2023 Consolidated Statements of Cash Flows for the three fiscal years ended December 31, 2023 Notes to Consolidated Financial Statements (ii) Financial Statement Schedule - For the three fiscal years ended December 31, 2023: 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 99, which is incorporated herein by reference. (b) The Index to Exhibits and required Exhibits are included following the Financial Statement Schedule beginning at page 99 of this filing. (c) None. ITEM 16. FORM 10-K SUMMARY. None. 42 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 44 Report of Independent Registered Public Accounting Firm 45 Consolidated Statements of Earnings for the three fiscal years ended December 31, 2023 48 Consolidated Statements of Comprehensive Income for the three fiscal years ended December 31, 2023 49 Consolidated Balance Sheets at December 3 1, 2023 and January 1 , 202 3 50 Consolidated Statements of Stockholders' Equity for the three fiscal years ended December 31, 2023 52 Consolidated Statements of Cash Flows for the three fiscal years ended December 31, 2023 53 Notes to Consolidated Financial Statements 55 Financial Statement Schedule - Schedule II - Valuation Reserves at December 31 , 2023, January 1 , 202 3 and January 2 , 202 2 98 43 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; and • 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 December 31, 2023. 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 December 31, 2023, 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 December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on pages 45-47. 44 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 December 31, 2023 and January 1, 2023, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for the years ended December 31, 2023, January 1, 2023, and January 2, 2022, 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 December 31, 2023, 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 December 31, 2023 and January 1, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023, January 1, 2023, and January 2, 2022 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 December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 45 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. Goodwill Impairment Assessment – Softworld Reporting Unit As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $151.1 million as of December 31, 2023, of which a majority of the goodwill related to the Softworld reporting unit. Management performs the 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. In the fourth quarter of 2023, management performed the annual goodwill impairment testing, which included a step one quantitative test for the Softworld reporting unit. As part of the quantitative test, the estimated fair value of a reporting unit is compared to its carrying value and 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. Fair value of the reporting units is estimated by management using the income approach whereby the estimated fair value is determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital. Management’s estimated future cash flows included significant assumptions related to expected future revenue growth rates, profit margins, and discount rate. As a result of the quantitative assessment, management determined that the estimated fair value of the Softworld reporting unit was more than its carrying value. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Softworld reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Softworld reporting unit; (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 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. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Softworld reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to expected future revenue growth rates, profit margins, and discount rate. Evaluating management’s assumptions related to 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 Softworld reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption. 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. Management retains an independent consulting actuary to establish loss development factors and loss rates, based on historical claims experience as well as industry experience, and applies those factors to current claims information to derive an estimate of the 46 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. As disclosed by management, as of December 31, 2023, the accrual for accrued workers’ compensation, net of related receivables, is $43.6 million. 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 loss rates; 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 and (ii) evaluating the appropriateness of management’s actuarial methods and the reasonableness of the significant assumptions related to the loss development factors and loss rates by independently developing the loss development factors and loss rates. /s/ PricewaterhouseCoopers LLP Detroit, Michigan February 20, 2024 We have served as the Company’s auditor since 1960. 47 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS 2023 2022 2021 (In millions of dollars except per share items) Revenue from services $ 4,835.7 $ 4,965.4 $ 4,909.7 Cost of services 3,874.3 3,953.6 3,990.5 Gross profit 961.4 1,011.8 919.2 Selling, general and administrative expenses 934.7 943.5 870.6 Asset impairment charge 2.4 — — Goodwill impairment charge — 41.0 — Gain on sale of assets — ( 6.2 ) — Loss on disposal — 18.7 — Earnings from operations 24.3 14.8 48.6 Gain (loss) on investment in Persol Holdings — ( 67.2 ) 121.8 Gain on insurance settlement — — 19.0 Loss on currency translation from liquidation of subsidiary — ( 20.4 ) — Unrealized loss on forward contract ( 3.6 ) — — Other income (expense), net 4.2 1.6 ( 3.6 ) Earnings (loss) before taxes and equity in net earnings of affiliate 24.9 ( 71.2 ) 185.8 Income tax expense (benefit) ( 11.5 ) ( 7.9 ) 35.1 Net earnings (loss) before equity in net earnings of affiliate 36.4 ( 63.3 ) 150.7 Equity in net earnings of affiliate — 0.8 5.4 Net earnings (loss) $ 36.4 $ ( 62.5 ) $ 156.1 Basic earnings (loss) per share $ 0.99 $ ( 1.64 ) $ 3.93 Diluted earnings (loss) per share $ 0.98 $ ( 1.64 ) $ 3.91 Average shares outstanding (millions): Basic 35.9 38.1 39.4 Diluted 36.3 38.1 39.5 See accompanying Notes to Consolidated Financial Statements. 48 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 2023 2022 2021 (In millions of dollars) Net earnings (loss) $ 36.4 $ ( 62.5 ) $ 156.1 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax benefit of $0.0 million, and $0.2 million and tax expense of $0.1 million, respectively 8.0 ( 7.5 ) ( 24.2 ) Less: Reclassification adjustments included in net earnings (loss) - liquidation of Japan subsidiary — 20.4 — Less: Reclassification adjustments included in net earnings (loss) - equity method investment and other — 4.7 — Foreign currency translation adjustments 8.0 17.6 ( 24.2 ) Pension liability adjustments, net of tax expense of $0.2 million, $0.5 million and $0.2 million, respectively 0.6 1.5 0.5 Less: Reclassification adjustments included in net earnings 0.1 0.1 0.2 Pension liability adjustments 0.7 1.6 0.7 Other comprehensive income (loss), net of tax 8.7 19.2 ( 23.5 ) Comprehensive income (loss) $ 45.1 $ ( 43.3 ) $ 132.6 See accompanying Notes to Consolidated Financial Statements. 49 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2023 2022 (In millions of dollars) Assets Current Assets Cash and equivalents $ 125.8 $ 153.7 Trade accounts receivable, less allowances of $8.4 million and $11.2 million, respectively 1,160.6 1,491.6 Prepaid expenses and other current assets 48.9 69.9 Assets held for sale 291.3 — Total current assets 1,626.6 1,715.2 Noncurrent Assets Property and equipment: Property and equipment 138.1 166.8 Accumulated depreciation ( 113.5 ) ( 139.0 ) Net property and equipment 24.6 27.8 Operating lease right-of-use assets 47.1 66.8 Deferred taxes 321.1 299.7 Goodwill, net 151.1 151.1 Other assets 411.1 403.2 Total noncurrent assets 955.0 948.6 Total Assets $ 2,581.6 $ 2,663.8 See accompanying Notes to Consolidated Financial Statements. 50 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 2023 2022 (In millions of dollars) Liabilities and Stockholders' Equity Current Liabilities Short-term borrowings $ — $ 0.7 Accounts payable and accrued liabilities 646.1 723.3 Operating lease liabilities 8.4 14.7 Accrued payroll and related taxes 156.2 315.8 Accrued workers' compensation and other claims 22.1 22.9 Income and other taxes 17.2 51.4 Liabilities held for sale 169.9 — Total current liabilities 1,019.9 1,128.8 Noncurrent Liabilities Operating lease liabilities 42.9 55.0 Accrued workers' compensation and other claims 40.9 40.7 Accrued retirement benefits 217.4 174.1 Other long-term liabilities 6.8 11.0 Total noncurrent liabilities 308.0 280.8 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; 35.2 million shares issued at 2023 and 35.1 million shares issued at 2022 35.2 35.1 Class B common stock, 10.0 million shares authorized; 3.3 million shares issued at 2023 and 3.4 million shares issued at 2022 3.3 3.4 Treasury stock, at cost Class A common stock, 3.2 million shares at 2023 and 1.0 million shares at 2022 ( 56.7 ) ( 19.5 ) Class B common stock ( 0.6 ) ( 0.6 ) Paid-in capital 30.6 28.0 Earnings invested in the business 1,241.7 1,216.3 Accumulated other comprehensive income (loss) 0.2 ( 8.5 ) Total stockholders' equity 1,253.7 1,254.2 Total Liabilities and Stockholders' Equity $ 2,581.6 $ 2,663.8 See accompanying Notes to Consolidated Financial Statements. 51 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 2023 2022 2021 (In millions of dollars) Capital Stock Class A common stock Balance at beginning of year $ 35.1 $ 36.7 $ 36.7 Conversions from Class B 0.1 — — Share retirement — ( 1.6 ) — Balance at end of year 35.2 35.1 36.7 Class B common stock Balance at beginning of year 3.4 3.4 3.4 Conversions to Class A ( 0.1 ) — — Balance at end of year 3.3 3.4 3.4 Treasury Stock Class A common stock Balance at beginning of year ( 19.5 ) ( 14.5 ) ( 16.5 ) Net issuance of stock awards and other 5.0 2.8 2.0 Purchase of treasury stock ( 42.2 ) ( 7.8 ) — Balance at end of year ( 56.7 ) ( 19.5 ) ( 14.5 ) 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 28.0 23.9 21.3 Net issuance of stock awards 2.6 4.1 2.6 Balance at end of year 30.6 28.0 23.9 Earnings Invested in the Business Balance at beginning of year 1,216.3 1,315.0 1,162.9 Net earnings (loss) 36.4 ( 62.5 ) 156.1 Dividends ( 11.0 ) ( 10.6 ) ( 4.0 ) Share retirement — ( 25.6 ) — Balance at end of year 1,241.7 1,216.3 1,315.0 Accumulated Other Comprehensive Income (Loss) Balance at beginning of year ( 8.5 ) ( 27.7 ) ( 4.2 ) Other comprehensive income (loss), net of tax 8.7 19.2 ( 23.5 ) Balance at end of year 0.2 ( 8.5 ) ( 27.7 ) Stockholders’ Equity at end of year $ 1,253.7 $ 1,254.2 $ 1,336.2 See accompanying Notes to Consolidated Financial Statements. 52 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2023 2022 2021 (In millions of dollars) Cash flows from operating activities: Net earnings (loss) $ 36.4 $ ( 62.5 ) $ 156.1 Adjustments to reconcile net earnings to net cash from operating activities: Asset impairment charge 2.4 — — Goodwill impairment charge — 41.0 — Deferred income taxes ( 24.9 ) ( 72.1 ) 21.6 Loss on disposal — 18.7 — Depreciation and amortization 33.9 33.4 29.8 Operating lease asset amortization 16.2 18.5 21.2 Provision for credit losses and sales allowances 1.6 1.5 1.6 Stock-based compensation 9.7 7.8 5.1 Gain on sale of equity securities ( 2.0 ) — — Unrealized loss on forward contract 3.6 — — (Gain) loss on investment in Persol Holdings — 67.2 ( 121.8 ) Loss on currency translation from liquidation of subsidiary — 20.4 — Gain on foreign currency remeasurement — ( 5.5 ) — Gain on insurance settlement — — ( 19.0 ) Gain on sale of assets — ( 6.2 ) — Equity in net earnings of PersolKelly Pte. Ltd. — ( 0.8 ) ( 5.4 ) Other, net 1.8 3.3 6.0 Changes in operating assets and liabilities, net of acquisitions ( 2.0 ) ( 141.0 ) ( 10.2 ) Net cash from (used in) operating activities 76.7 ( 76.3 ) 85.0 Cash flows from investing activities: Capital expenditures ( 15.3 ) ( 12.0 ) ( 11.2 ) Proceeds from sale of assets — 10.1 — Acquisition of companies, net of cash received — ( 143.1 ) ( 213.0 ) Cash disposed from sale of Russia, net of proceeds — ( 6.0 ) — Proceeds from sale of Persol Holdings investment — 196.9 — Proceeds from sale of equity method investment — 119.5 — Proceeds from company-owned life insurance — 1.5 12.2 Proceeds from insurance settlement — — 19.0 Proceeds from loans to equity affiliate — — 5.9 Proceeds from equity securities 2.0 — 5.0 Other investing activities ( 0.8 ) 0.6 1.4 Net cash (used in) from investing activities ( 14.1 ) 167.5 ( 180.7 ) Cash flows from financing activities: Net change in short-term borrowings ( 0.7 ) 0.8 ( 0.2 ) Financing lease payments ( 1.2 ) ( 1.4 ) ( 1.5 ) Dividend payments ( 11.0 ) ( 10.6 ) ( 4.0 ) Payments of tax withholding for stock awards ( 1.8 ) ( 0.9 ) ( 0.6 ) Buyback of common shares — ( 27.2 ) — Purchase of treasury stock ( 42.2 ) ( 7.8 ) — Contingent consideration payments ( 2.5 ) ( 3.3 ) ( 1.6 ) Other financing activities ( 0.2 ) ( 0.2 ) ( 0.2 ) Net cash used in financing activities ( 59.6 ) ( 50.6 ) ( 8.1 ) Effect of exchange rates on cash, cash equivalents and restricted cash 2.2 2.3 ( 4.8 ) Net change in cash, cash equivalents and restricted cash 5.2 42.9 ( 108.6 ) Cash, cash equivalents and restricted cash at beginning of year 162.4 119.5 228.1 Cash, cash equivalents and restricted cash at end of year (1) $ 167.6 $ 162.4 $ 119.5 53 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: 2023 2022 2021 (In millions of dollars) Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and equivalents $ 125.8 $ 153.7 $ 112.7 Cash included in assets held for sale 33.5 — — Restricted cash included in prepaid expenses and other current assets 0.3 0.1 0.2 Noncurrent assets: Restricted cash included in other assets 8.0 8.6 6.6 Cash, cash equivalents and restricted cash at end of year $ 167.6 $ 162.4 $ 119.5 See accompanying Notes to Consolidated Financial Statements. 54 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 December 31, 2023 (2023), January 1, 2023 (2022) and January 2, 2022 (2021), all of 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 equity method investment in PersolKelly Pte. Ltd. was accounted for on a one-quarter lag prior to the sale of the majority of the investment in the first quarter of 2022 (see Investment in PersolKelly Pte. Ltd. footnote). Any material transactions in the intervening period were 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 with the exception of certain amounts owed between entities within the Company that will be considered third-party receivables and payables after the completion of the sale of our EMEA staffing operations. Certain prior period amounts have been reclassified to conform to the current presentation. Investment in Persol Holdings The Company’s previous investment in Persol Holdings, as further described in the Investment in Persol Holdings footnote, was carried at fair value with the changes in fair value recognized in net earnings. The fair value of the investment was based on the quoted market price until the sale of the investment in the first quarter of 2022. Investment in PersolKelly Pte. Ltd. The Company had a 49 % ownership interest in its equity affiliate, PersolKelly Pte. Ltd., which was accounted for under the equity method. The operating results of the equity affiliate were recorded on a one-quarter lag and included in equity in net earnings of affiliate in the consolidated statements of earnings, until the Company sold the majority of the investment in the first quarter of 2022 (see Investment in PersolKelly Pte. Ltd. footnote). The remaining investment is accounted for as an equity investment without a readily determinable fair value (see Fair Value Measurements footnote). 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). Foreign Currency Forward Contract The Company is exposed to foreign currency fluctuations and enters into foreign currency forward contracts that are not designated as hedging instruments to reduce the exposure to variability in certain expected future cash flows (see Fair Value Measurements footnote). The Company records these non-designated derivatives at mark-to-market with gains and losses recognized in unrealized loss on forward contract on the consolidated statements of earnings. We are permitted to net the fair values of derivative assets and liabilities for financial reporting purposes, if such assets and liabilities are with the same counterparty and subject to a master netting arrangement. Since these conditions have been met we elected to employ net presentation of derivative assets and liabilities. 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 primarily responsible to our customers for fulfilling the contractual promise to provide the service. When Kelly does not demonstrate control over the service, which may be evident through the arrangement of other contingent labor suppliers and/or service providers to perform services for the customer or by Kelly not holding primary responsibility for the fulfillment of the contractual promise to provide services to the customer, 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. 55 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Staffing Services Revenue Staffing services contracts 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. 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 Solutions 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 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. 56 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 health insurance, 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 $ 7.8 million in 2023, $ 6.4 million in 2022 and $ 7.5 million in 2021. 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, 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. 57 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 (in millions of dollars): Category 2023 2022 Useful Life Land $ — $ — — Work in process 6.7 3.0 — Buildings and improvements 0.4 0.4 30 years Computer hardware and software 123.1 126.8 3 to 12 years Equipment, furniture and fixtures 22.6 22.7 5 years Leasehold improvements 13.1 13.9 HQ: 15 years Branches: Lesser of the lease or 5 years Total property and equipment $ 165.9 $ 166.8 The property and equipment at cost in the table above includes $ 27.8 million of assets held for sale (see Held for Sale footnote). 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 $ 12.4 million for 2023, $ 13.6 million for 2022 and $ 16.4 million for 2021. Cloud Computing Arrangements The Company has cloud computing arrangements that are comprised of internal-use software platforms that are 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. Implementation costs associated with these cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis and is a component of SG&A expenses in our consolidated statements of earnings. Amortization expense was $ 6.9 million for 2023, $ 4.2 million for 2022, and $ 2.2 million for 2021. The related accumulated amortization totaled $ 14.2 million in 2023 and $ 7.3 million in 2022. As of year-end 2023, $ 2.3 million of the $ 14.2 million of accumulated amortization is held for sale. Capitalized amounts related to such arrangements are recorded within prepaid and other current assets and non-current other assets in the consolidated balance sheet. As of year-end 2023 and 2022, the Company had $ 4.9 million, of which $ 0.1 million is held for sale, and $ 2.7 million, respectively, recorded in prepaid expenses and other current assets in the consolidated balance sheet and $ 27.3 million, of which $ 3.4 million is held for sale, and $ 21.0 million, respectively, recorded in non-current other assets in the consolidated balance sheet related to capitalized cloud computing arrangements (see Other Assets and Held for Sale footnotes). 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 rates, royalty rates 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 rates, customer attrition rates, profit margins and discount rates. Purchased intangible assets with definite lives are amortized over their respective useful lives (from 5 to 15 years) on a straight-line basis. 58 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 or one level below our operating segments (the component level). We may first use a qualitative assessment ("step zero test") 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. 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. 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 ("step one test"). If the estimated fair value of a reporting unit exceeds the carrying value of 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. For the step one quantitative test, we determine the fair value of our reporting units using the income approach. 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 unit. 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 the following significant assumptions: expected future revenue growth rates, profit margins and discount rate. Prior to the sale of the majority of our investment in our equity affiliate, we evaluated our equity method investment on a quarterly basis or whenever events or circumstances indicated the carrying amount may be other-than-temporarily impaired. If we had concluded that there was an other-than-temporary impairment of our equity method investment, we would have adjusted 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 balances are book overdrafts, which are outstanding checks in excess of funds on deposit. Such amounts totaled $ 1.2 million and $ 0.4 million at year-end 2023 and 2022, 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 $ 9.6 million and $ 67.6 million at year-end 2023 and 2022, respectively. Payroll taxes for temporary employees are recognized proportionately to direct wages for interim periods based on expected full-year amounts. 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. 59 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 of the Company's Class A stock to key employees. 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 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. 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 and loss rates, 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. 60 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. Revenue Revenue Disaggregated by Service Type Kelly has five operating segments: Professional & Industrial (“P&I”), 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. International also delivers RPO talent solutions within its local markets. The following table presents our segment revenues disaggregated by service type (in millions of dollars): December Year to Date 2023 2022 2021 Professional & Industrial Staffing services $ 1,029.0 $ 1,228.2 $ 1,402.4 Permanent placement 12.9 28.9 24.7 Outcome-based services 441.2 409.1 410.3 Total Professional & Industrial 1,483.1 1,666.2 1,837.4 Science, Engineering & Technology Staffing services 792.7 869.0 813.2 Permanent placement 17.8 29.7 24.4 Outcome-based services 380.3 366.7 319.2 Total Science, Engineering & Technology 1,190.8 1,265.4 1,156.8 Education Staffing services 834.9 627.8 411.5 Permanent placement 7.0 8.4 5.0 Total Education 841.9 636.2 416.5 Outsourcing & Consulting Talent solutions 454.7 468.0 432.1 Total Outsourcing & Consulting 454.7 468.0 432.1 International Staffing services 860.2 892.3 1,032.9 Permanent placement 21.8 22.6 21.3 Talent solutions 2.8 17.3 13.6 Total International 884.8 932.2 1,067.8 Total Intersegment ( 19.6 ) ( 2.6 ) ( 0.9 ) Total Revenue from Services $ 4,835.7 $ 4,965.4 $ 4,909.7 61 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 Mexico operations, which are included in the Americas region. Our Russian operations were sold in the third quarter of 2022 (see Acquisitions and Dispositions footnote). The below table presents our revenues disaggregated by geography (in millions of dollars): December Year to Date 2023 2022 2021 Americas United States $ 3,555.8 $ 3,671.5 $ 3,513.4 Canada 189.8 168.2 155.0 Puerto Rico 107.0 112.4 102.1 Mexico 75.7 46.5 92.7 Total Americas Region 3,928.3 3,998.6 3,863.2 Europe Switzerland 224.2 222.8 222.2 France 194.4 199.4 223.1 Portugal 189.4 169.5 158.2 Italy 63.9 69.3 74.2 Russia — 63.4 132.2 Other 191.8 200.3 197.1 Total Europe Region 863.7 924.7 1,007.0 Total Asia-Pacific Region 43.7 42.1 39.5 Total Kelly Services, Inc. $ 4,835.7 $ 4,965.4 $ 4,909.7 62 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 of dollars): December Year to Date 2023 2022 2021 Science, Engineering & Technology Americas $ 1,175.2 $ 1,250.3 $ 1,149.3 Europe 15.6 15.1 7.5 Total Science, Engineering & Technology $ 1,190.8 $ 1,265.4 $ 1,156.8 Outsourcing & Consulting Americas $ 375.0 $ 403.3 $ 369.4 Europe 36.0 22.6 23.2 Asia-Pacific 43.7 42.1 39.5 Total Outsourcing & Consulting $ 454.7 $ 468.0 $ 432.1 International Americas $ 72.7 $ 45.2 $ 91.5 Europe 812.1 887.0 976.3 Total International $ 884.8 $ 932.2 $ 1,067.8 Deferred Costs Deferred fulfillment costs, which are included in prepaid expenses and other current assets in the consolidated balance sheet, were $ 3.4 million as of year-end 2023 and $ 2.7 million as of 2022. Amortization expense for the deferred costs was $ 7.7 million for 2023, $ 10.1 million for 2022 and $ 20.5 million for 2021. As of year-end 2023, there was no impairment loss in relation to the costs capitalized. 3. Credit Losses The rollforward of our allowance for credit losses related to trade accounts receivable, which is recorded in trade accounts receivable, less allowance in the consolidated balance sheet, is as follows (in millions of dollars): December Year to Date 2023 2022 2021 Allowance for credit losses: Beginning balance $ 7.7 $ 9.4 $ 9.8 Current period provision 2.1 1.3 1.3 Currency exchange effects 0.3 ( 0.2 ) ( 0.5 ) Write-offs ( 2.1 ) ( 2.8 ) ( 1.2 ) Ending balance $ 8.0 $ 7.7 $ 9.4 Write-offs are presented net of recoveries, which were not material for December year to date 2023, 2022 and 2021. We were engaged in litigation with a customer over a disputed accounts receivable balance for certain services rendered more than five years ago, which had been recorded as a long-term receivable in other assets in the consolidated balance sheet. In September 2021, a final ruling in the case was entered in favor of the customer. As a result, in the third quarter of 2021, we wrote off the entire receivable balance with this customer, including $ 0.6 million not previously reserved. The unreserved portion was recorded in SG&A expenses in the consolidated statements of earnings. The rollforward of our allowance for credit losses related to the long-term customer receivable, which was recorded in other assets in the consolidated balance sheet, is as follows (in millions of dollars): 63 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December Year to Date 2021 Allowance for credit losses: Beginning balance $ 10.9 Current period provision 0.6 Write-offs ( 11.5 ) Ending Balance $ — There were no long-term customer receivables in 2023 or 2022. No allowances related to other receivables were material for December year to date 2023, 2022 and 2021. 4. Acquisitions and Disposition Acquisitions In the second quarter of 2022, Kelly Services USA, LLC ("KSU"), a wholly owned subsidiary of the Company, acquired Pediatric Therapeutic Services ("PTS"), as detailed below. In the first quarter of 2022, the Company acquired Rocket Power Holdings LLC and Rocket Power Ops LLC (collectively, "RocketPower"), as detailed below. In the second quarter of 2021, the Company acquired Softworld, Inc. ("Softworld"), as detailed below. Pediatric Therapeutic Services On May 2, 2022, KSU acquired 100 % of the membership interests of PTS for a purchase price of $ 82.1 million. PTS is a specialty firm that provides and manages various state and federally mandated in-school therapy services. This acquisition expands Education's K-12 solution offering in the education staffing market and serves as an entry point into the therapeutic services market. Under terms of the purchase agreement, the purchase price was adjusted for cash held by PTS at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 85.7 million. Total consideration included $ 1.1 million of additional consideration that was payable to the seller related to employee retention credits and was recorded in accounts payable and accrued liabilities in the consolidated balance sheet. In the third quarter of 2022, the Company paid $ 0.1 million of the employee retention credits and the remaining $ 1.0 million was paid in the second quarter of 2023. There is no remaining liability related to the additional consideration as of year-end 2023. The total consideration was as follows (in millions of dollars): Cash consideration paid $ 85.7 Additional consideration payable 1.1 Total consideration $ 86.8 64 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of May 2023, the purchase price allocation for this acquisition was final. 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 $ 0.9 Trade accounts receivable 10.0 Prepaid expenses and other current assets 1.6 Net property and equipment 0.4 Goodwill 36.3 Intangibles 40.3 Accounts payable and accrued liabilities, current ( 2.6 ) Accrued payroll and related taxes, current ( 0.1 ) Total consideration, including working capital adjustments $ 86.8 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the PTS acquisition was $ 40.3 million of intangibles, made up of $ 29.8 million in customer relationships, $ 9.3 million associated with PTS's trade names and $ 1.2 million for non-compete agreements. Customer relationships are amortized over 15 years with no residual value, trade names are amortized over 15 years with no residual value, and the non-compete agreements are amortized over five years with no residual value. Goodwill generated from the acquisition was primarily attributable to expected synergies from combining operations and expanding market potential and was assigned to the Education operating segment (see Goodwill and Intangible Assets footnote). All of the goodwill is expected to be deductible for tax purposes. PTS's results of operations are included in the Education segment. Our consolidated revenues and earnings from operations for the year ended 2023 included $ 52.3 million and $ 7.7 million, respectively, from PTS. Our consolidated revenues and earnings from operations for the year ended 2022 included $ 28.5 million and $ 3.8 million, respectively, from PTS. Pro forma results of operations for this acquisition have not been presented as the acquisition does not have a material impact to the consolidated statements of earnings. RocketPower On March 7, 2022, the Company acquired 100 % of the issued and outstanding membership interests of RocketPower for a purchase price of $ 59.3 million. RocketPower is a provider of RPO solutions to U.S. high-tech companies. This acquisition expands OCG's RPO solution and delivery offering and enhances the specialty RPO strategy and expertise within the high-tech industry. Under terms of the purchase agreement, the purchase price was adjusted for cash held by RocketPower at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 61.8 million. Total consideration included $ 1.1 million of additional consideration that was payable to the seller in 2023 related to employee retention credits and was settled in the second quarter of 2023 and there is no remaining liability. The total consideration also included contingent consideration with an initial estimated fair value of $ 0.6 million related to an earnout payment with a maximum potential cash payment of $ 31.8 million in the event certain financial metrics are met per the terms of the agreement. The initial fair value of the earnout was established using a Black Scholes model, see the Fair Value Measurements footnote for information regarding subsequent reassessments. The total consideration was as follows (in millions of dollars): Cash consideration paid $ 61.8 Additional consideration payable 1.1 Contingent consideration 0.6 Total consideration $ 63.5 65 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of first-quarter end 2023, the purchase price allocation for this acquisition was final. 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 $ 3.5 Trade accounts receivable 6.9 Prepaid expenses and other current assets 1.8 Net property and equipment 0.1 Goodwill 41.0 Intangibles 15.8 Accounts payable and accrued liabilities, current ( 2.9 ) Accrued payroll and related taxes, current ( 1.5 ) Other long-term liabilities ( 1.2 ) Total consideration, including working capital adjustments $ 63.5 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the RocketPower acquisition was $ 15.8 million of intangible assets, made up of $ 7.5 million in customer relationships, $ 6.6 million associated with RocketPower's trade names and $ 1.7 million for non-compete agreements. Customer relationships are amortized over three years with no residual value, trade names are amortized over 10 years with no residual value, and the non-compete agreements are amortized over six years with no residual value. Goodwill generated from the acquisition was primarily attributable to expected synergies from combining operations and expanding market potential and was assigned to the OCG operating segment. The amount of goodwill expected to be deductible for tax purposes is approximately $ 27.3 million. In the third and fourth quarters of 2022, changes in market conditions triggered interim impairment tests for both long-lived assets and goodwill, resulting in the Company recording a goodwill impairment charge of $ 41.0 million (see Goodwill and Intangible Assets footnote). RocketPower's results of operations are included in the OCG segment. Our consolidated revenues and earnings from operations for the year ended 2023 included $ 7.1 million and a loss of $ 5.3 million, respectively, from RocketPower. Our consolidated revenues and earnings from operations for the year ended 2022 included $ 24.3 million and a loss of $ 43.5 million, which includes the $ 41.0 million goodwill impairment charge, respectively, from RocketPower. Pro forma results of operations for this acquisition have not been presented as the acquisition does not have a material impact to the consolidated statements of earnings. Softworld On April 5, 2021, the Company acquired 100 % of the shares of Softworld for a purchase price of $ 215.0 million. Softworld is a leading technology staffing and workforce solutions firm that serves clients across several end-markets, including financial services, life sciences, aerospace, defense, financial services, retail and IT consulting. This acquisition is intended to expand our capabilities, scale and solution set in our technology specialty. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Softworld at the closing date and estimated working capital adjustments resulting in the Company paying cash of $ 220.4 million. Total consideration included $ 2.6 million of additional consideration that was paid to the seller in the fourth quarter of 2022. In the third quarter of 2021, the Company received cash for a post-close working capital adjustment of $ 6.0 million. The total consideration was as follows (in millions of dollars): Cash consideration paid $ 220.4 Additional consideration payable 2.6 Net working capital adjustment ( 6.0 ) Total consideration $ 217.0 As of first quarter-end 2022, the purchase price allocation for this acquisition was final. 66 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 $ 1.4 Trade accounts receivable 21.6 Prepaid expenses and other current assets 3.3 Net property and equipment 1.2 Operating lease right-of-use assets 7.6 Non-current deferred tax 5.9 Goodwill 111.3 Intangibles 79.4 Other assets, noncurrent 1.2 Accounts payable and accrued liabilities, current ( 2.5 ) Operating lease liabilities, current ( 1.3 ) Accrued payroll and related taxes, current ( 4.6 ) Income and other taxes, current ( 1.2 ) Operating lease liabilities, noncurrent ( 6.3 ) Total consideration, including working capital adjustments $ 217.0 The fair value of the acquired receivables represents the contractual value. Included in the assets purchased in the Softworld acquisition was $ 79.4 million of intangible assets, made up of $ 54.9 million in customer relationships, $ 23.1 million associated with Softworld's trade name, and $ 1.4 million for non-compete agreements. The customer relationships and trade name are amortized over 10 years with no residual value and the non-compete agreements are amortized over five years with no residual value. Goodwill generated from the acquisition was primarily attributable to expanding market potential and the expected revenue synergies and was assigned to the SET operating segment (see Goodwill footnote). All of the goodwill is expected to be deductible for tax purposes. During the third quarter of 2021, the Company filed a claim, in excess of policy limits, under a representations and warranties insurance policy purchased by the Company in connection with the acquisition of Softworld. The claim asserted damages arising out of alleged breaches by the sellers of Softworld of certain representations and warranties contained in the purchase agreement relating to periods prior to the closing of the acquisition. In the fourth quarter of 2021, the Company reached a settlement with the insurer for $ 19.0 million and received the payment. The payment was recorded entirely in gain on insurance settlement in the consolidated statements of earnings and included within cash flows from investing activities in the consolidated statements of cash flows. Softworld's results of operations are included in the SET segment. For the year ended 2021, our consolidated revenues and net earnings included $ 98.0 million and $ 4.7 million from Softworld, respectively. The date of the acquisition was the first day of our second quarter, therefore, our first quarter results of 2021 do not include any revenue or earnings from Softworld. Pro Forma Information The following unaudited pro forma information presents a summary of the operating results as if the Softworld acquisition had been completed as of December 30, 2019 (in millions of dollars): December Year to Date 2021 Pro forma revenues $ 4,940.9 Pro forma net earnings $ 157.7 The pro forma results for 2021 reflects amortization of the intangible assets of $ 2.0 million per quarter and applicable taxes. The unaudited pro forma information presented has been prepared for comparative purposes only and is not necessarily 67 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) indicative of the results of operations as they would have been had the acquisitions occurred on the assumed date, nor is it necessarily an indication of future operating results. Disposition On July 20, 2022, the Company completed the sale of its Russia operations ("disposal group"), which was included in the Company's International operating segment. The Company received cash proceeds of $ 7.4 million, which was less than the cash disposed of in the sale, resulting in investing cash outflows of $ 6.0 million in the consolidated statements of cash flows. The disposal group was previously reported as held for sale as of our second quarter-end 2022 with an $ 18.5 million impairment charge associated with the transaction. The total loss on the sale is $ 18.7 million, resulting from an additional $ 0.2 million loss on the transaction in the third quarter of 2022, which was recorded in loss on disposal in the consolidated statements of earnings. The loss on disposal includes the liquidation of the cumulative translation adjustment of $ 1.4 million. The disposal group did not meet the requirements to be classified as discontinued operations as the sale did not have a material effect on the Company's operations and did not represent a strategic shift in the Company's strategy. Our consolidated revenue for the years ended 2022 and 2021 included $ 63.4 million and $ 132.2 million, respectively, from the Russia operations and our consolidated earnings before taxes for the year ended 2022 and 2021 included $ 1.4 million and $ 3.2 million, respectively, from the Russia operations. The major classes of divested assets and liabilities were as follows (in millions of dollars): Assets divested Cash and equivalents $ 13.4 Trade accounts receivable, net 22.8 Prepaid expenses and other current assets 0.7 Property and equipment, net 0.7 Deferred taxes 0.4 Other assets 0.3 Assets divested 38.3 Liabilities divested Accounts payable and accrued liabilities ( 0.6 ) Accrued payroll and related taxes ( 7.3 ) Income and other taxes ( 5.7 ) Liabilities divested ( 13.6 ) Disposal group, net $ 24.7 5. Investment in Persol Holdings Prior to February 2022, the Company had 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"). In February 2022, the Company's board approved a series of transactions that ended the cross-shareholding agreement with Persol Holdings. On February 14, 2022, the Company repurchased 1,576,169 Class A and 1,475 Class B common shares held by Persol Holdings for $ 27.2 million. The purchase price was based on the average closing price of the last five business days prior to the transaction. The shares were subsequently retired and returned to an authorized, unissued status. In accordance with the Company's policy, the amount paid to repurchase the shares in excess of par value of $ 25.6 million was recorded to earnings invested in the business in the consolidated balance sheet at the time of the share retirement. 68 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) On February 15, 2022, Kelly Services Japan, Inc. sold the investment in the common stock of Persol Holdings in an open-market transaction for proceeds of $ 196.9 million, net of transaction fees. As our investment was a noncontrolling interest in Persol Holdings, the investment was recorded at fair value based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange through the date of the transaction (see Fair Value Measurements footnote). The $ 67.2 million loss in the first quarter of 2022 recorded in gain (loss) on investment in Persol Holdings in the consolidated statements of earnings included $ 52.4 million for losses related to changes in fair value up to the date of the transaction and $ 14.8 million for the discount from the market price on the date of the sale and transaction costs. A gain on the investment of $ 121.8 million for the year ended 2021 was recorded in gain (loss) on investment in Persol Holdings in the consolidated statements of earnings. Subsequent to the transaction discussed above, the Company commenced the dissolution process of its Kelly Services Japan, Inc. subsidiary, which was considered substantially liquidated as of first quarter-end 2022. As a result, the Company recognized a $ 20.4 million cumulative translation adjustment loss in the first quarter of 2022, which is recorded in loss on currency translation from liquidation of subsidiary in the consolidated statements of earnings. The Company also recognized a $ 5.5 million foreign exchange gain related to U.S.-denominated cash equivalents held by Kelly Services Japan, Inc. following the sale of the Persol Holdings shares and prior to a dividend payment to the Company in the first quarter of 2022. The foreign exchange gain is recorded in other income (expense), net in the consolidated statements of earnings. The dissolution of the Kelly Services Japan, Inc. subsidiary was completed in the fourth quarter of 2022. 6. Investment in PersolKelly Pte. Ltd. Prior to February 2022, the Company had a 49 % ownership interest in the JV (see Investment in Persol Holdings footnote above), a staffing services business operating in ten geographies in the Asia-Pacific region. On February 14, 2022, the Company entered into an agreement to sell 95 % of the Company's shares in the JV to Persol Asia Pacific Pte. Ltd. On March 1, 2022, the Company received cash proceeds of $ 119.5 million. The carrying value of the shares sold was $ 117.6 million. In addition, the Company had $ 1.9 million of accumulated other comprehensive income representing the Company's share of the JV's other comprehensive income over time related to the shares sold that was realized upon the sale, offsetting the $ 1.9 million gain that resulted from the proceeds in excess of the carrying value. The operating results of the Company’s interest in the JV were accounted for on a one-quarter lag under the equity method and were reported in equity in net earnings of affiliate in the consolidated statements of earnings through the date of the sale. Such amounts were earnings of $ 0.8 million in the first quarter of 2022, representing the results through the date of the sale. After the sale, the Company has a 2.5 % ownership interest in the JV and discontinued its use of equity method accounting. The remaining investment is accounted for as an equity investment without a readily determinable fair value (see Fair Value Measurements footnote). The equity investment, included in other assets on the Company's consolidated balance sheet, totaled $ 6.4 million as of year-end 2023 and year-end 2022. 7. 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 2023 and 2022 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. There were no transfers between Level 1, Level 2 and Level 3 assets or liabilities in 2023 or 2022. 69 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Fair Value Measurements on a Recurring Basis As of Year-End 2023 Description Total Level 1 Level 2 Level 3 (In millions of dollars) Money market funds $ 42.5 $ 42.5 $ — $ — Total assets at fair value $ 42.5 $ 42.5 $ — $ — Brazil indemnification $ ( 3.0 ) $ — $ — $ ( 3.0 ) Foreign currency forward contract, net ( 3.6 ) — ( 3.6 ) — Total liabilities at fair value $ ( 6.6 ) $ — $ ( 3.6 ) $ ( 3.0 ) Fair Value Measurements on a Recurring Basis As of Year-End 2022 Description Total Level 1 Level 2 Level 3 (In millions of dollars) Money market funds $ 108.3 $ 108.3 $ — $ — Total assets at fair value $ 108.3 $ 108.3 $ — $ — Brazil indemnification $ ( 3.4 ) $ — $ — $ ( 3.4 ) Greenwood/Asher earnout ( 3.3 ) — — ( 3.3 ) Total liabilities at fair value $ ( 6.7 ) $ — $ — $ ( 6.7 ) Money market funds represent investments in money market funds that hold government securities, of which $ 8.0 million as of year-end 2023 and $ 6.5 million as of year-end 2022 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 remaining money market funds as of year-end 2023 and year-end 2022 are included in cash and equivalents in the consolidated balance sheet. The valuations of money market funds are based on quoted market prices of those accounts as of the respective period end. As of year-end 2023, the Company had an indemnification liability totaling $ 3.0 million with $ 0.1 million in accounts payable and accrued liabilities and $ 2.9 million in other long-term liabilities, and $ 3.4 million at year-end 2022 with $ 0.3 million in accounts payable and accrued liabilities and $ 3.1 million in other long-term liabilities on the consolidated balance sheet related to the sale of the Brazil operations. As part of the sale, the Company 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 will not exceed $ 8.8 million. 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 is being measured on a recurring basis. The Company made a $ 0.4 million payment to settle various indemnification claims in the second quarter of 2023. Additionally, during 2023, the Company recognized an increase of $ 0.3 million to the indemnification liability related to exchange rate fluctuations in other income (expense), net in the consolidated statements of earnings. On November 2, 2023, the Company entered into a foreign currency forward contract with a notional amount of € 90.0 million which matures at the end of January 2024 to manage the foreign currency risk associated with the sale of our EMEA staffing operations, which was completed on January 2, 2024. This contract is not designated as a hedging instrument; therefore, it is marked-to-market and the changes in fair value are recognized in earnings. The Company's foreign currency forward contract is valued using observable inputs, such as foreign currency exchange rates, and is considered a level 2 liability. The Company recorded an unrealized loss of $ 3.6 million for the year ended 2023 in unrealized loss on forward contract on the consolidated statements of earnings. As of year-end 2023, the Company has a net liability associated with the forward contract of $ 3.6 million recorded in accounts payable and accrued liabilities on the consolidated balance sheet. The Company recorded an earnout liability relating to the 2020 acquisition of Greenwood/Asher, with a remaining liability of $ 3.3 million at year-end 2022 in accounts payable and accrued liabilities in the consolidated balance sheet. The initial valuation of the earnout liability was established using a Black Scholes model and represented the fair value and was considered a level 3 liability. During the first quarter of 2023, the Company paid the remaining earnout liability totaling $ 3.3 million, representing 70 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) the year two portion of the earnout. In the consolidated statements of cash flows, $ 1.4 million of the payment is reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities. There is no remaining earnout liability as of year-end 2023. During the first quarter of 2022, the Company paid the year one portion of the earnout totaling $ 2.3 million. In the consolidated statements of cash flows, $ 0.7 million is reflected as a financing activity representing the initial fair value of the earnout, with the remainder flowing through operating activities. During 2022, the Company reassessed the value of the earnout liability and determined that it was necessary to record an increase to the liability of $ 1.0 million. The company recorded an initial earnout liability relating to the 2022 acquisition of RocketPower, totaling $ 0.6 million, with $ 0.5 million in accounts payable and accrued liabilities and $ 0.1 million in other long-term liabilities in the consolidated balance sheet as of second quarter-end 2022 (see Acquisitions and Dispositions footnote). The initial valuation of the earnout liability was established using a Black Scholes model and represented the fair value and was considered a level 3 liability. In the third quarter of 2022, we reassessed the value and determined that the fair value was zero . There have been no changes to the value as a result of year-end 2023 assessments and there is no related liability as of year-end 2023. The Company recorded an earnout liability relating to the 2020 acquisition of Insight, totaling $ 1.7 million as of year-end 2020 in accounts payable and accrued liabilities in the consolidated balance sheet. The valuation of the earnout liability was initially established using a Monte Carlo simulation and represented the fair value and was considered a level 3 liability. During 2021, the Company recognized $ 0.1 million of expenses related to the earnout liability within SG&A expenses in the consolidated statements of earnings. During the third quarter of 2021, the Company paid the earnout totaling $ 1.8 million. Equity Investments Without Readily Determinable Fair Value On March 1, 2022, the Company sold the majority of its investment in the JV (see Investment in PersolKelly Pte. Ltd. footnote), with the remaining 2.5 % interest now being 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 sale of the shares of the JV represented an observable transaction requiring the Company to calculate the current fair value based on the purchase price of the shares, in which the resulting adjustment was not material. The investment totaled $ 6.4 million as of year-end 2023, representing total cost plus observable price changes to date. Prior to April 2021, the Company had a minority investment in Business Talent Group, LLC, which was included in other assets in the consolidated balance sheet. This investment was measured using the measurement alternative for equity investments without a readily determinable fair value as described above. In the second quarter of 2021, BTG entered into a merger agreement which resulted in all of the Company's shares of BTG being automatically cancelled upon approval of the merger and resulted in the receipt of $ 5.0 million in cash, which was equal to the carrying value and purchase price of the BTG investment. Prior to March 2021, the Company had a minority investment in Kenzie Academy Inc., which was included in other assets in the consolidated balance sheet. The investment was also measured using the measurement alternative for equity investments without a readily determinable fair value as described above. On March 8, 2021, Kenzie entered into a transaction to sell its assets. As of the date of the sale, the investment had a carrying value of $ 1.4 million, representing total cost plus observable price changes to date. In the first quarter of 2021, the asset was written down as a result of the sale and the loss of $ 1.4 million was recorded in other income (expense), net in the consolidated statements of earnings. Assets Measured at Fair Value on a Nonrecurring Basis In the fourth quarter of 2023, we performed our annual goodwill impairment testing, which included a step one quantitative test for the Softworld and PTS reporting units. As a result of the quantitative assessments, we determined that the estimated fair value of the Softworld and PTS reporting units was more than its carrying value. Additionally, we performed a step zero qualitative analysis for the Education reporting unit to determine whether a further quantitative analysis was necessary and concluded that a step one quantitative analysis was not necessary. As a result of the quantitative and qualitative assessments, the Company determined goodwill related to these reporting units was not impaired as of year-end 2023. During 2022, customers within the high-tech industry vertical, in which RocketPower specializes, reduced or eliminated their full-time hiring, reducing demand for RocketPower's services, and on-going economic uncertainty had more broadly impacted the growth in demand for RPO in the near-term. These changes in market conditions therefore caused a triggering event requiring interim impairment tests for both long-lived assets and goodwill as of third quarter of 2022. Job eliminations in the high-tech industry vertical continued during the fourth quarter of 2022, indicating a broad, sustained reduction in hiring was likely and was expected to last through much of 2023, directly impacting RocketPower and the demand for RocketPower's 71 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) services in this vertical. These changes in market conditions caused another triggering event requiring interim impairment tests for both long-lived assets and goodwill as of year-end 2022. We performed a long-lived asset recoverability test for RocketPower and determined that undiscounted future cash flows exceeded the carrying amount of the asset group and were recoverable as of third quarter-end and year-end 2022. We performed an interim step one quantitative test for RocketPower’s goodwill and determined that the estimated fair value of the reporting unit no longer exceeded the carrying value as of third quarter-end and year-end 2022. Based on the results of our interim goodwill impairment tests, we recorded a goodwill impairment charge of $ 30.7 million in the third quarter of 2022 and we recorded an additional goodwill impairment charge of $ 10.3 million in the fourth quarter of 2022 to write off the remaining balance of RocketPower’s goodwill as of year-end, for a total goodwill impairment charge of $ 41.0 million as of year-end 2022 (see Goodwill and Intangible Assets footnote). 8. Restructuring and Transformation Activities 2023 Actions In the first quarter of 2023, the Company undertook restructuring actions to further our cost management efforts in response to the current demand levels and reflect a repositioning of our P&I staffing business to better capitalize on opportunities in local markets. Restructuring costs incurred in the first quarter of 2023 related to these efforts totaled $ 5.7 million, which included $ 4.6 million of severance and $ 1.1 million of lease termination and other expenses and were recorded entirely in selling, general and administrative ("SG&A") expenses in the consolidated statements of earnings. In the second quarter of 2023, the Company announced a comprehensive transformation initiative that includes actions that will further streamline the Company's operating model to enhance organizational efficiency and effectiveness. The total costs incurred related to these transformation activities in 2023 totaled $ 32.2 million. The transformation activities included $ 17.7 million of costs to execute the transformation initiatives through the use of an external consultant, severance of $ 11.6 million, a $ 2.4 million impairment charge for right-of-use assets related to an unoccupied office space lease and $ 0.5 million of lease termination costs. The impairment charge related to the right-of-use assets is recorded in the asset impairment charge in the consolidated statements of earnings. The costs to execute, the severance, and lease termination costs are recorded in SG&A expenses in the consolidated statements of earnings, as detailed further below. In connection with the sale of our EMEA staffing operations in the first quarter of 2024 (see Held for Sale footnote), there was an additional amount of severance costs for $ 3.1 million incurred in the fourth quarter of 2023 that is directly related to the sale and recorded in SG&A expenses in the consolidated statements of earnings and included in the table below. The restructuring and transformation costs incurred in 2023 and included in SG&A are detailed below (in millions of dollars): Severance Costs Lease Termination Costs, Transformation and Other Total Professional & Industrial $ 6.0 $ 0.7 $ 6.7 Science, Engineering & Technology 1.3 0.3 1.6 Education 1.0 — 1.0 Outsourcing & Consulting 3.0 — 3.0 International 3.3 — 3.3 Corporate 4.7 18.3 23.0 Total $ 19.3 $ 19.3 $ 38.6 72 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2022 Actions In the first quarter of 2022, the Company took restructuring actions designed to increase efficiency. Restructuring costs incurred in 2022 totaled $ 1.7 million and were recorded entirely in SG&A expenses in the consolidated statements of earnings, as detailed below (in millions of dollars): Severance Costs Lease Termination Costs Total Professional & Industrial $ 0.1 $ 0.2 $ 0.3 Education 0.4 — 0.4 Outsourcing & Consulting 0.2 — 0.2 Corporate 0.8 — 0.8 Total $ 1.5 $ 0.2 $ 1.7 2021 Actions In the fourth quarter of 2021, the Company initiated a series of cost management actions designed to increase operational efficiencies within enterprise functions that provided centralized support to our operating units. The actions were designed to align expenses with current expectations for top-line growth. Restructuring costs incurred in 2021 totaled $ 4.0 million and are recorded entirely in SG&A expenses in the consolidated statements of earnings, as detailed below (in millions of dollars): Severance Costs International $ 1.2 Corporate 2.8 Total $ 4.0 Accrual Summary 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 2021 $ 2.9 Accruals 1.7 Reductions for cash payments ( 4.0 ) Accrual adjustments ( 0.3 ) Balance as of year-end 2022 0.3 Accruals 40.6 Reductions for cash payments ( 23.8 ) Accrual adjustments ( 2.0 ) Balance as of year-end 2023 $ 15.1 The remaining balance of $ 15.1 million as of year-end 2023 primarily represents the costs to execute the transformation initiatives and severance costs and the majority is expected to be paid by second quarter-end 2024. No material adjustments are expected to be recorded. 73 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 9. Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the fiscal years 2023 and 2022 are included in the tables below (in millions of dollars): As of Year-End 2022 Additions to Goodwill Impairment Adjustments As of Year-End 2023 Science, Engineering & Technology $ 111.3 $ — $ — $ 111.3 Education 39.8 — — 39.8 Outsourcing & Consulting — — — — Total $ 151.1 $ — $ — $ 151.1 As of Year-End 2021 Additions to Goodwill Impairment Adjustments As of Year-End 2022 Science, Engineering & Technology $ 111.3 $ — $ — $ 111.3 Education 3.5 36.3 — 39.8 Outsourcing & Consulting — 41.0 ( 41.0 ) — Total $ 114.8 $ 77.3 $ ( 41.0 ) $ 151.1 The goodwill resulting from the acquisition of RocketPower during the first quarter of 2022 was allocated to the OCG reportable segment and RocketPower was deemed to be a separate reporting unit. The goodwill resulting from the acquisition of PTS during the second quarter of 2022 was allocated to the Education reportable segment and PTS was deemed to be a separate reporting unit. The goodwill resulting from the acquisition of Softworld during the second quarter of 2021 was allocated to the SET reportable segment and Softworld was deemed to be a separate reporting unit. (See Additions to Goodwill column in the 2022 table above and the Acquisitions and Dispositions footnote for more details regarding each acquisition.) 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. We also perform a qualitative review on a quarterly basis of our long-lived assets, comprised of net property and equipment and definite-lived intangible assets, to determine whether events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 2023 Goodwill Impairment Assessment In the fourth quarter of 2023, we performed our annual goodwill impairment testing, which included a step one quantitative test for the Softworld and PTS reporting units. As a result of the quantitative assessment, we determined that the estimated fair value of the Softworld and PTS reporting units was more than its carrying value. Additionally, we performed a step zero qualitative analysis for the Education reporting unit to determine whether a further quantitative analysis was necessary and concluded that a step one quantitative analysis was not necessary. As a result of the quantitative and qualitative assessments, the Company determined goodwill related to these reporting units was not impaired. The estimated fair value of the Softworld reporting unit exceeds the carrying value by less than 10 %. If current expectations of future revenue and profit margins are not met, or if market factors outside of our control change significantly, including discount rate, and other market factors, then the goodwill of the Softworld reporting unit may be impaired in the future, resulting in goodwill impairment charges. 2022 Goodwill Impairment During the third quarter of 2022, customers within the high-tech industry vertical, in which RocketPower specializes, reduced or eliminated their full-time hiring, reducing demand for RocketPower’s services, and on-going economic uncertainty had more broadly impacted the growth in demand for RPO in the near-term. These changes in market conditions therefore caused a triggering event requiring an interim impairment test for both long-lived assets and goodwill. RocketPower has definite-lived intangible assets, consisting of trades names, customer relationships and non-compete agreements, which are amortized over their estimated useful lives. We performed a long-lived asset recoverability test for RocketPower and determined that undiscounted future cash flows exceeded the carrying amount of the asset group and were recoverable. We performed an 74 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) interim step one quantitative test for RocketPower’s goodwill and determined that the estimated fair value of the reporting unit no longer exceeded the carrying value. Based on the result of our interim goodwill impairment test as of third quarter-end 2022, we recorded a goodwill impairment charge of $ 30.7 million to write off a portion of RocketPower’s goodwill, with $ 10.3 million goodwill remaining in the OCG reportable segment as of third quarter-end 2022. In the fourth quarter of 2022, we performed our annual goodwill impairment testing, which included a step one quantitative test for the Softworld and PTS reporting units. As a result of the quantitative assessment, we determined that the estimated fair value of the Softworld and PTS reporting units was more than its carrying value. Additionally, we performed a step zero qualitative analysis for the Education and RocketPower reporting units to determine whether a further quantitative analysis was necessary and concluded that a step one quantitative analysis was not necessary at that time. As a result of the quantitative and qualitative assessments, the Company determined goodwill related to these reporting units was not impaired at that time. Subsequent to our annual goodwill impairment testing, job eliminations in the high-tech industry vertical continued, indicating a broad, sustained reduction in hiring was likely and was expected to last through much of 2023, directly impacting RocketPower and the demand for RocketPower's services in this vertical. These changes in market conditions caused a triggering event requiring another interim impairment test for both long-lived assets and goodwill as of year-end 2022. We performed a long-lived asset recoverability test for RocketPower and determined that undiscounted future cash flows exceeded the carrying amount of the asset group and were recoverable. We performed an interim step one quantitative test for RocketPower’s goodwill and determined that the estimated fair value of the reporting unit no longer exceeded the carrying value. Based on the result of our interim goodwill impairment test as of year-end 2022, we recorded an additional goodwill impairment charge of $ 10.3 million in the fourth quarter of 2022 to write off the remaining balance of RocketPower’s goodwill, for a total goodwill impairment charge of $ 41.0 million as of year-end 2022. (See Impairment Adjustments column in the 2022 table above.) Intangible Assets 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): 2023 2022 Useful Lives Gross Carrying Amount Less: Accumulated Amortization Net Gross Carrying Amount Less: Accumulated Amortization Net Customer relationships 10-15 years $ 141.1 $ 47.7 $ 93.4 $ 141.1 $ 32.9 $ 108.2 Trade names 10-15 years 51.6 12.8 38.8 51.7 8.3 43.4 Non-compete agreements 5 years 4.3 1.7 2.6 6.0 2.2 3.8 Trademarks 10 years 4.8 1.9 2.9 4.8 1.5 3.3 Total $ 201.8 $ 64.1 $ 137.7 $ 203.6 $ 44.9 $ 158.7 Intangible amortization expense, which is included in SG&A expense in the consolidated statements of earnings, was $ 20.9 million, $ 19.4 million and $ 13.0 million in 2023, 2022 and 2021 , respectively. The amortization expense will be $ 20.6 million in 2024, $ 18.5 million in 2025, $ 17.9 million in 2026, $ 17.3 million in 2027 and $ 16.1 million in 2028. 75 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 10. Other Assets Included in other assets are the following (in millions of dollars): 2023 2022 Life insurance cash surrender value (see Retirement Benefits footnote) $ 230.3 $ 194.3 Intangibles, net of accumulated amortization of $76.6 million in 2023 and $55.5 million in 2022 (1) 137.7 158.7 Long-term hosted software, net of accumulated amortization of $14.2 million in 2023 and $7.3 million in 2022 (2) 13.1 13.7 Noncurrent restricted cash 8.0 8.6 Workers' compensation and other claims receivable (3) 11.7 12.1 Other (4) 15.7 15.8 Total other assets (5) $ 416.5 $ 403.2 (1) See Goodwill and Intangible Assets footnote for a detailed listing of intangible assets and related accumulated amortization. (2) Long-term hosted software represents cloud computing arrangements that are comprised of internal-use software platforms that are accounted for as service contracts (see Summary of Significant Accounting Policies footnote). (3) 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. (4) Other includes $ 6.4 million related to our equity investment in the JV (see Investment in PersolKelly Pte. Ltd footnote). (5) Total other assets includes $ 5.4 million of assets held for sale in connection with the sale of our EMEA staffing operations (see Held for Sale footnote). 11. Leases The Company has operating and financing leases for headquarters and field offices and various equipment. Our leases generally have remaining lease terms of one year to 10 years. We determine if an arrangement is a lease at inception. The components of lease expense are as follows (in millions of dollars): December Year to Date Description Statements of Earnings Location 2023 2022 2021 Operating: Operating lease cost Selling, general and administrative expenses $ 21.0 $ 22.8 $ 25.8 Short-term lease cost Selling, general and administrative expenses 2.0 2.4 2.6 Variable lease cost Selling, general and administrative expenses 6.1 5.2 5.7 Financing: Amortization of ROU assets Selling, general and administrative expenses 0.6 0.6 1.4 Interest on lease liabilities Other income (expense), net — 0.1 0.2 Total lease cost $ 29.7 $ 31.1 $ 35.7 76 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Supplemental consolidated balance sheet information related to leases is as follows (in millions of dollars): Description Balance Sheet Location As of Year-End 2023 As of Year-End 2022 ROU Assets: Operating Operating lease right-of-use assets $ 61.3 (1) $ 66.8 Financing Net property and equipment 0.3 1.3 Total lease assets $ 61.6 $ 68.1 ROU Liabilities: Operating - current Operating lease liabilities, current $ 14.0 (1) $ 14.7 Financing - current Accounts payable and accrued liabilities — 1.2 Operating - noncurrent Operating lease liabilities, noncurrent 51.9 (1) 55.0 Financing - noncurrent Other long-term liabilities — — Total lease liabilities $ 65.9 $ 70.9 (1) ROU operating assets and liabilities, current and non-current, include held for sale leases (see Held for Sale footnote). Weighted average remaining lease terms and discount rates are as follows: December Year to Date 2023 2022 Weighted average remaining lease term (years): Operating leases 7.3 7.9 Financing leases 0 1.3 Weighted average discount rate: Operating leases 5.4 % 5.1 % Financing leases N/A 5.4 % Other information related to leases is as follows (in millions of dollars): December Year to Date 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20.6 $ 22.4 $ 26.1 Financing cash flows from financing leases 1.2 1.4 1.5 ROU assets obtained in exchange for new lease obligations: Operating leases $ 12.6 $ 10.7 $ 14.9 Financing leases — — — 77 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Maturities of lease liabilities as of year-end 2023 are as follows (in millions of dollars): Operating Leases Financing Leases 2024 $ 17.1 $ — 2025 13.4 — 2026 10.3 — 2027 7.2 — 2028 5.5 — Thereafter 25.7 — Total future lease payments 79.2 — Less: Imputed interest 13.3 — Total $ 65.9 (2) $ — (2) Maturities of lease liabilities includes future lease payments for held for sale leases (see Held for Sale footnote). 12. Debt Short-Term Debt On November 2, 2023, the Company entered into an agreement with its lenders to amend and restate its existing $ 200.0 million, five-year revolving credit facility (the "Facility"), with a termination date of December 5, 2024. The amendment changed certain terms and conditions related to the sale of assets to allow for the sale of the EMEA staffing operations. The Facility 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 2023 and 2022, there were no borrowings under the Facility and a remaining borrowing capacity of $ 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 2023 and 2022. The Facility’s financial covenants and restrictions are described below, all of which were met at year-end 2023: • We must maintain a certain minimum ratio of earnings before interest, taxes, depreciation, amortization (“EBITDA”) and certain cash and non-cash charges that are non-recurring in nature 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, 2024, 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. 78 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of year-end 2023, the Securitization Facility had no short-term borrowings, SBLCs of $ 49.4 million related to workers’ compensation at a rate of 0.90 % and a remaining capacity of $ 100.6 million. As of year-end 2022, the Securitization Facility had no short-term borrowings, SBLCs of $ 49.5 million related to workers’ compensation at a rate of 0.90 % and a remaining capacity of $ 100.5 million. The rate for short-term borrowings includes the Bloomberg Short-Term Bank Yield Index 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 $ 11.5 million as of year-end 2023. There were no borrowings under these lines at year-end 2023, as compared to $ 0.7 million borrowings under these lines at year-end 2022. The weighted average interest rate for these borrowings, which was related to India, was 8.50 % at year-end 2022. 13. 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. The liability for the nonqualified plans was $ 233.8 million and $ 196.6 million as of year-end 2023 and 2022, 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, was earnings of $ 32.9 million in 2023, loss of $ 36.3 million in 2022 and earnings of $ 27.0 million in 2021. 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 $ 230.3 million and $ 194.3 million at year-end 2023 and 2022, respectively. The cash surrender value of these insurance policies is included in other assets in the consolidated balance sheet. During 2023, there were no proceeds in connection with these policies. In 2022 and 2021, proceeds of $ 1.5 million and $ 12.2 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 $ 32.2 million in 2023, loss of $ 36.0 million in 2022 and earnings of $ 26.0 million in 2021. The net expense for retirement benefits for the qualified and nonqualified plans, including Company-matching contributions for full-time employees, totaled $ 10.9 million in 2023, $ 9.4 million in 2022 and $ 10.0 million in 2021, and is included in total SG&A expenses in the consolidated statements of earnings. The expense related to retirement plan contributions for temporary employees is included in cost of services in the consolidated statements of earnings. 79 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 2023 were $ 9.7 million, $ 8.0 million and $ 1.7 million, respectively, all of which are included as held for sale (see Held for Sale footnote). The total projected benefit obligation, assets and unfunded liability for these plans as of year-end 2022 were $ 10.4 million, $ 7.5 million and $ 2.9 million, respectively. Total pension expense for these plans was $ 0.2 million in 2023, $ 0.4 million in 2022 and $ 0.5 million in 2021. Pension contributions and the amount of accumulated other comprehensive income expected to be recognized in 2024 are not significant. 14. 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. In November 2022, the Company's board of directors authorized a $ 50.0 million Class A share repurchase program, which was completed in August 2023. During 2023 and 2022, the Company repurchased 2,496,827 Class A shares for $ 42.2 million and 474,644 Class A shares for $ 7.8 million, respectively. There were no remaining shares available under the share repurchase program as of year-end 2023 as compared to $ 42.2 million remaining shares available under the share repurchase program as of year-end 2022. A total of 2,971,471 shares were repurchased under the share repurchase program at an average price of $ 16.83 per share. 80 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 2023, 2022 and 2021 are included in the table below (in millions of dollars). Amounts in parentheses indicate debits. 2023 2022 2021 Foreign currency translation adjustments: Beginning balance $ ( 7.4 ) $ ( 25.0 ) $ ( 0.8 ) Other comprehensive income (loss) before classifications 8.0 ( 7.5 ) ( 24.2 ) Amounts reclassified from accumulated other comprehensive income (loss) - liquidation of Japan subsidiary — 20.4 (1) — Amounts reclassified from accumulated other comprehensive income (loss) - equity method investment and other — 4.7 (2) — Net current-period other comprehensive income (loss) 8.0 17.6 ( 24.2 ) Ending balance 0.6 ( 7.4 ) ( 25.0 ) Pension liability adjustments: Beginning balance ( 1.1 ) ( 2.7 ) ( 3.4 ) Other comprehensive income (loss) before classifications 0.6 1.5 0.5 Amounts reclassified from accumulated other comprehensive income 0.1 (3) 0.1 (3) 0.2 (3) Net current-period other comprehensive income (loss) 0.7 1.6 0.7 Ending balance ( 0.4 ) ( 1.1 ) ( 2.7 ) Total accumulated other comprehensive income (loss) $ 0.2 $ ( 8.5 ) $ ( 27.7 ) (1) Amount was recorded in the loss on currency translation from liquidation of subsidiary in the consolidated statements of earnings. (2) Of the amount included in this line item $ 1.9 million in 2022 was recorded in the other income (expense), net line item in the consolidated statements of earnings related to the investment in PersolKelly Pte. Ltd., (see Investment in PersolKelly Pte. Ltd. footnote for more details). In addition, $ 1.4 million in 2022 was recorded in the other income (expense), net line item in the consolidated statements of earnings related to other activities and $ 1.4 million in 2022 was recorded in loss on disposal line item in the consolidated statements of earnings related to the liquidation of the cumulative translation adjustment for the sale of our Russia operations, (see Acquisitions and Dispositions footnote for more details). All amounts in prior years were recorded in other income (expense), net in the consolidated statements of earnings. (3) Amount was recorded in SG&A expenses in the consolidated statements of earnings. 81 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 15. Earnings (Loss) Per Share The reconciliation of basic earnings (loss) per share on common stock for 2023, 2022 and 2021 follows (in millions of dollars except per share data): 2023 2022 2021 Net earnings (loss) $ 36.4 $ ( 62.5 ) $ 156.1 Less: Earnings allocated to participating securities ( 0.7 ) — ( 1.4 ) Net earnings (loss) available to common shareholders $ 35.7 $ ( 62.5 ) $ 154.7 Average common shares outstanding (millions): Basic 35.9 38.1 39.4 Dilutive share awards 0.4 — 0.1 Diluted 36.3 38.1 39.5 Basic earnings (loss) per share $ 0.99 $ ( 1.64 ) $ 3.93 Diluted earnings (loss) per share $ 0.98 $ ( 1.64 ) $ 3.91 Potentially dilutive shares outstanding for 2023 are primarily related to deferred common stock related to the non-employee directors deferred compensation plan and performance shares (see Stock-Based Compensation footnote for a description of performance shares). Due to our net loss in 2022, potentially dilutive shares outstanding, primarily related to deferred common stock associated with the non-employee directors deferred compensation plan, of 0.2 million shares in 2022, had an anti-dilutive effect on diluted earnings per share and were excluded from the computation. Potentially dilutive shares outstanding for 2021 are primarily related to deferred common stock related to the non-employee directors deferred compensation plan. 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 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 $ 0.30 for 2023, $ 0.275 for 2022 and $ 0.10 for 2021. 82 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 16. 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 to key employees restricted stock and performance awards associated with the Company’s Class A stock. The amended EIP provides that the maximum number of shares available for grants is 4.7 million. Shares available for future grants at year-end 2023 are 2.0 million. The Company issues shares out of treasury stock to satisfy stock-based awards, if available; otherwise new shares of common stock are issued from authorized shares. The Company presently has no intent to repurchase additional shares for the purpose of satisfying stock-based awards. The Company recognized stock-based compensation cost of $ 9.7 million in 2023, $ 7.8 million in 2022 and $ 5.1 million in 2021, as well as related tax benefits of $ 1.7 million in 2023, $ 1.1 million in 2022 and $ 0.8 million in 2021. Restricted Stock Restricted stock, which typically vests pro-rata over three or 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 as of year-end 2023 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 2022 607 $ 20.27 Granted 484 17.33 Vested ( 183 ) 20.81 Forfeited ( 124 ) 19.07 Nonvested at year-end 2023 784 $ 18.52 As of year-end 2023, unrecognized compensation cost related to unvested restricted stock totaled $ 10.2 million. The weighted average period over which this cost is expected to be recognized is approximately 1.5 years. The weighted average grant date fair value per share of restricted stock granted during 2023, 2022 and 2021 was $ 17.33 , $ 20.16 and $ 20.91 , respectively. The total fair value of restricted stock, which vested during 2023, 2022 and 2021, was $ 3.3 million, $ 2.3 million and $ 2.0 million, respectively. Performance Shares During 2023, 2022 and 2021, 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 performance goals unique to each grant ("financial measure performance awards") over a stated period of time. 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. On May 18, 2021, the Compensation Committee approved a modification to the performance goals of our 2021 and 2020 financial measure performance awards to increase the goals to reflect the results of the acquisition of Softworld. We accounted for this change as a Type I modification under ASC 718 as the expectation of the achievement of certain performance conditions related to these awards remained probable-to-probable post-modification. The Company did not record any incremental stock compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. All service-based vesting conditions were unaffected by the modification. 83 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2023 Grants The annual 2023 performance share grant ("2023 grant") consisted of 246,000 financial measure performance awards, which are contingent upon achievement of specific revenue growth and EBITDA margin performance goals. The maximum number of performance shares that may be earned is 200 % of the target shares originally granted. These awards have three one-year performance periods: 2023, 2024 and 2025, with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. Earned shares during each performance period will cliff vest in February 2026 after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares. Based upon the level of achievement of specific financial performance goals for the 2023 annual grant, participants had the ability to receive up to 200 % of the target number of shares originally granted. On February 13, 2024, the Compensation Committee approved the actual performance achievement for the 2023 performance period of the annual 2023 grant. Actual performance resulted in participants achieving 50 % of target. All of the shares earned for the 2023 performance period will vest in 2026 after the approval of the Compensation Committee, if not forfeited by the recipient. The 2023 financial measure performance awards have a weighted average grant date fair value of $ 15.18 , which was determined by the market price on the date of grant less the present value of the expected dividends not received during the vesting period. The total nonvested shares related to 2023 financial measure performance awards at year-end 2023 is 224,000 . 2022 Grants The annual 2022 performance share grant ("2022 grant") consisted of 186,000 financial measure performance awards, which are contingent upon achievement of specific revenue growth and EBITDA margin performance goals. The maximum number of performance shares that may be earned is 200 % of the target shares originally granted. These awards have three one-year performance periods: 2022, 2023 and 2024, with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. Earned shares during each performance period will cliff vest in February 2025 after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares. Based upon the level of achievement of specific financial performance goals for the 2022 annual grant, participants had the ability to receive up to 200 % of the target number of shares originally granted. On February 13, 2024, the Compensation Committee approved the actual performance achievement for the 2023 performance period of the annual 2022 grant. Actual performance resulted in participants achieving 50 % of target. All of the shares earned for the 2023 performance period will vest in 2025 after the approval of the Compensation Committee, if not forfeited by the recipient. The 2022 financial measure performance awards have a weighted average grant date fair value of $ 19.29 , which was determined by the market price on the date of grant less the present value of the expected dividends not received during the vesting period. The total nonvested shares related to 2022 financial measure performance awards at year-end 2023 is 178,000 . 2021 Grants The annual 2021 performance share grant ("2021 grant") consisted of 180,000 financial measure performance awards, which are contingent upon the achievement of specific revenue growth and EBITDA margin performance goals. The maximum number of performance shares that may be earned is 200 % of the target shares originally granted. These awards have three one-year performance periods: 2021, 2022 and 2023, with the payout for each performance period based on separate financial measure goals that are set in February of each of the three performance periods. For the 2021 and 2022 performance periods, half of the shares earned in each respective performance period will vest after achievement of the respective performance goals for the year and approval of the financial results by the Compensation Committee, in early 2022 and 2023, respectively, if not forfeited by the recipient. The remaining half of the shares earned for the 2021 and 2022 performance periods will vest in early 2024, based on continuous employment. For the 2023 performance period, any shares earned will vest after achievement of the 2023 performance goals for the year and approval of the financial results by the Compensation Committee in early 2024, if not forfeited by the recipient. No dividends are paid on these performance shares. 84 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Based upon the level of achievement of specific financial performance goals for the 2021 annual grant, participants had the ability to receive up to 200 % of the target number of shares originally granted. On February 13, 2024, the Compensation Committee approved the actual performance achievement for the 2023 performance period of the annual 2021 grant. Actual performance resulted in participants achieving 50 % of target. All of the shares earned for the 2023 performance period will vest in 2024 after the approval of the Compensation Committee, if not forfeited by the recipient. In December 2021, the Compensation Committee approved an additional retention-based grant of 308,000 financial measure performance awards to certain senior officers and may be earned upon achievement of three financial goals over a performance period beginning in fiscal 2022 through the third quarter of 2024, with each goal having a unique projected achievement date. Each goal can be earned independent of the other two goals. A goal is considered earned once it is achieved and maintained for two consecutive quarters at any point during the performance period. Any goal not achieved within one year of projected achievement date, will result in that portion of the award being forfeited. Any shares earned during the performance period will cliff-vest three years after achievement of the respective performance goals and approval of the financial results by the Compensation Committee. These awards earn dividends once the goal is achieved, but are not paid until the awards vest. On February 14, 2023, the Compensation Committee approved the actual performance achievement of one of the financial goals related to the 2021 retention-based grant. At the same meeting, the Compensation Committee approved a modification to accelerate the vesting for the goal earned, where half of these awards vested immediately upon approval of the results and the remaining half vested in August 2023, if not forfeited by the recipient. We accounted for this change as a Type I modification under ASC 718 as the expectation of vesting remained probable-to-probable post modification. The Company did not record any incremental stock compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Company recognized the remaining stock compensation expense over the remaining portion of the modified service requisite period. On August 9, 2023, the Compensation Committee approved the actual performance achievement of one of the financial goals related to the 2021 retention-based grant. At the same meeting, the Compensation Committee approved a modification to accelerate the vesting for the goal earned, where half of these awards vested immediately upon approval of the results and the remaining half will vest in February 2024, if not forfeited by the recipient. We accounted for this change as a Type I modification under ASC 718 as the expectation of vesting remained probable-to-probable post modification. The Company did not record any incremental stock compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Company will recognize the remaining stock compensation expense over the remaining portion of the modified service requisite period. The 2021 financial measure performance awards have a weighted average grant date fair value of $ 17.66 , which was determined by the market price on the date of grant less the present value of the expected dividends not received during the vesting period. The total nonvested shares related to 2021 financial measure performance awards at year-end 2023 is 224,000 . 2020 Grant The 2020 performance share grant ("2020 grant") consisted of 115,000 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, which was determined by the market price on the date of grant. On February 15, 2022, the Compensation Committee approved the actual performance achievement of the 2020 single financial measure performance award. These awards will vest over the next four years , if not forfeited by the recipient. The total nonvested shares related to 2020 single financial performance awards at year-end 2023 is 48,000 . 85 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of the status of all nonvested performance shares at target for 2023 is presented as follows below (in thousands of shares except per share data). Financial Measure Performance Shares Shares Weighted Average Grant Date Fair Value Nonvested at year-end 2022 692 $ 19.41 Granted 246 15.18 Vested ( 199 ) 18.42 Forfeited ( 65 ) 17.03 Nonvested at year-end 2023 674 $ 17.49 As of year-end 2023, unrecognized compensation cost related to all unvested financial measure performance shares totaled $ 3.7 million. The weighted average period over which the costs are expected to be recognized is approximately 1.4 years for financial measure performance shares. The total fair value of financial measure performance shares, which vested during 2023, 2022 and 2021, was $ 3.4 million, $ 0.9 million and $ 0.3 million, respectively. 17. Sale of Assets In October 2022, Kelly Properties, LLC, a wholly owned subsidiary of the Company, sold real property located in Troy, Michigan for a purchase price of $ 6.0 million, subject to final closing adjustments. The Company received cash proceeds of $ 5.6 million in the fourth quarter of 2022, net of commissions and transaction expenses. As of the date of the sale, the property had a carrying value of $ 4.7 million, resulting in a $ 0.9 million gain on the sale, which was recorded in gain on sale of assets in the consolidated statements of earnings. In June 2022, the Company sold an under-utilized real property for a purchase price of $ 4.5 million, subject to final closing adjustments. The Company received cash proceeds of $ 3.6 million in the second quarter of 2022 and previously received cash proceeds of $ 0.8 million as a deposit in 2021 when the contract was first executed. As of the date of the sale, the land had insignificant carrying value; as such, the resulting gain on the sale was $ 4.4 million, which was recorded in gain on sale of assets in the consolidated statements of earnings. In January 2022, the Company sold a property for a purchase price of $ 0.9 million, subject to final closing adjustments. The Company received cash proceeds of $ 0.9 million in the first quarter of 2022. As of the date of the sale, the property had an immaterial carrying value; as such, the resulting gain on the sale of the property was $ 0.9 million, which was recorded in gain on sale of assets in the consolidated statements of earnings. 18. Held for Sale On November 2, 2023, the Company announced that it had entered into a definitive agreement to sell its EMEA staffing operations ("disposal group"), which is included in the Company's International operating segment. As of year-end 2023, the disposal group is classified as held for sale and measured at the lower of its carrying amount or fair value less estimated costs to sell. On January 2, 2024, subsequent to the year ended 2023, the sale was completed and the Company received initial cash proceeds of $ 110.6 million. Subject to the terms of the purchase agreement, the Company expects to receive additional cash proceeds to reflect the cash-free, debt-free transaction basis, as well as working capital and other adjustments. Inclusive of the adjustments, the Company expects to record a pre-tax gain on the sale in the first quarter of 2024. As a result, the disposal group continues to be held at carrying value as of December 31, 2023. The disposal group did not meet the requirements to be classified as discontinued operations as the sale will not have a material effect on the Company's operations and does not represent a strategic shift in the Company's strategy. The Company will continue to provide MSP, RPO and Functional Service Provider solutions in the EMEA region. Our consolidated earnings from operations for the years-ended 2023, 2022 and 2021 included $ 1.5 million, $ 9.3 million, and $ 8.2 million, respectively, from the EMEA staffing operations. 86 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The major classes of assets and liabilities of the disposal group that have met the classification of held for sale as of December 31, 2023 are as follows (in millions of dollars): December 31, 2023 Assets held for sale Cash and equivalents $ 33.5 Trade accounts receivable, net 200.9 Prepaid expenses and other current assets 29.0 Property and equipment, net 4.2 Operating lease right-of-use assets 14.2 Deferred taxes 4.1 Other assets 5.4 Assets held for sale 291.3 Liabilities held for sale Accounts payable and accrued liabilities ( 24.5 ) Operating lease liabilities, current ( 5.7 ) Accrued payroll and related taxes ( 91.6 ) Income and other taxes ( 32.9 ) Operating lease liabilities, noncurrent ( 8.9 ) Accrued retirement benefits ( 1.7 ) Other long-term liabilities ( 4.6 ) Liabilities held for sale ( 169.9 ) Disposal group, net $ 121.4 Cash and equivalents in the consolidated statements of cash flows as of year-end 2023 includes $ 33.5 million of cash that is included in the disposal group. 87 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 19. Other Income (Expense), Net Included in other income (expense), net are the following (in millions of dollars): 2023 2022 2021 Interest income $ 6.7 $ 2.3 $ 0.2 Interest expense ( 3.2 ) ( 2.1 ) ( 2.5 ) Dividend income — — 2.7 Foreign exchange gains (losses) ( 1.5 ) 4.8 ( 1.0 ) Other 2.2 ( 3.4 ) ( 3.0 ) Other income (expense), net $ 4.2 $ 1.6 $ ( 3.6 ) Included in interest income for 2023 is $ 3.0 million of interest from the Company's money market investments. The decrease in dividend income in 2022 reflects the sale of the investment in the common stock of Persol Holdings during the first quarter of 2022. Included in foreign exchange gains (losses) for 2022 is a $ 5.5 million foreign exchange gain on a U.S. dollar-denominated cash balance held by the Company's Japan entity (see Investment in Persol Holdings footnote). Included in Other for 2023 is a gain of $ 2.0 million for the receipt of final proceeds in connection with our investment in Business Talent Group, LLC that was sold in 2021. Included in Other for 2022 are transaction-related expenses for the 2022 acquisitions of RocketPower and PTS and sale of our Russia operations (see Acquisitions and Dispositions footnote) and expense related to the remeasurement of the Brazil indemnification liability (see Fair Value Measurements footnote). Included in Other for 2021 is a loss from the sale of the assets related to our minority investment in Kenzie Academy (see Fair Value Measurements footnote) and transaction-related expenses for the April 2021 acquisition of Softworld (see Acquisitions and Disposition footnote). 20. Income Taxes Earnings (loss) before taxes and equity in net earnings (loss) of affiliate for the years 2023, 2022 and 2021 were taxed under the following jurisdictions (in millions of dollars): 2023 2022 2021 Domestic $ 29.9 $ ( 39.4 ) $ 27.5 Foreign ( 5.0 ) ( 31.8 ) 158.3 Total $ 24.9 $ ( 71.2 ) $ 185.8 The provision for income taxes was as follows (in millions of dollars): 2023 2022 2021 Current tax expense: U.S. federal $ 1.0 $ 1.3 $ 1.0 U.S. state and local 2.5 1.4 2.1 Foreign 9.9 61.5 10.4 Total current 13.4 64.2 13.5 Deferred tax (benefit) expense: U.S. federal ( 36.8 ) ( 2.5 ) ( 11.9 ) U.S. state and local ( 3.6 ) 0.7 ( 0.7 ) Foreign 15.5 ( 70.3 ) 34.2 Total deferred ( 24.9 ) ( 72.1 ) 21.6 Total provision $ ( 11.5 ) $ ( 7.9 ) $ 35.1 88 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 (in millions of dollars): 2023 2022 Fixed assets and right-of-use assets $ ( 19.0 ) $ ( 21.8 ) Intangible assets and goodwill 19.0 20.7 Employee compensation and benefit plans 71.5 62.0 Outside basis difference on held for sale assets 34.7 — Operating lease liabilities 18.3 19.3 Loss carryforwards 36.7 33.4 Credit carryforwards 208.7 200.7 Other, net 15.4 18.9 Valuation allowance ( 60.5 ) ( 34.0 ) Net deferred tax assets $ 324.8 $ 299.2 As of year-end 2023, the net deferred tax asset balance totaled $ 324.8 million with $ 321.1 million in deferred taxes, $ 4.1 million in assets held for sale (see Held for Sale footnote), and $ 0.4 million in other long-term liabilities in the consolidated balance sheet. As of year-end 2022, the net deferred tax asset balance totaled $ 299.2 million, with $ 299.7 million in deferred taxes and $ 0.5 million in other long-term liabilities in the consolidated balance sheet. The Company has U.S. general business credit carryforwards of $ 185.0 million which will expire from 2034 to 2043, foreign tax credit carryforwards of $ 23.5 million which will expire from 2026 to 2033 and minimal state and foreign credit carryforwards which are either indefinite or will expire from 2024 to 2043. The net tax effect of federal, state and foreign loss carryforwards at year-end 2023 totaled $ 36.7 million, which expire as follows (in millions of dollars): Year Amount 2024 - 2029 4.9 2030 - 2039 1.1 2040 - 2049 0.1 No expiration 30.6 Total 36.7 The Company has established a valuation allowance for certain loss carryforwards, future deductible items, outside basis differences, and for a portion of its U.S. foreign tax credit carryforwards. The increase in the valuation allowance in 2023 was primarily due to establishing a $ 19.1 million valuation allowance in the United Kingdom, establishing an $ 19.8 million valuation allowance on outside basis differences in held for sale assets, releasing a $ 5.6 million valuation allowance in Germany, and releasing $ 9.0 million of the valuation allowance on U.S. foreign tax credits. The United Kingdom valuation allowance resulted from restructuring the business in preparation for sale and will increase the gain on the transaction in the first quarter of 2024. The outside basis difference is on held for sale assets that will create a capital loss in the first quarter of 2024 and a valuation allowance has been established for the carry-forward portion. The partial release of the foreign tax credit valuation allowance is based on current information, which will continue to be monitored. A $ 14.5 million foreign tax credit valuation allowance will remain after the partial release. The valuation allowance is determined in accordance with the provisions of 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 jurisdictions, uncertainty of the ability to create future capital gains, 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 deferred tax assets. 89 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The differences between income taxes from continuing operations for financial reporting purposes and the U.S. statutory rate of 21 % in 2023, 2022, and 2021 are as follows (in millions of dollars): 2023 2022 2021 Income tax based on statutory rate $ 5.2 $ ( 14.9 ) $ 39.0 State income taxes, net of federal benefit ( 0.9 ) 1.6 1.1 Foreign tax rate differential 4.6 1.6 12.2 General business credits ( 8.5 ) ( 10.7 ) ( 9.7 ) Life insurance cash surrender value ( 6.5 ) 7.8 ( 5.2 ) Foreign items 3.0 0.1 1.5 Foreign-derived intangible income deduction ( 2.3 ) ( 2.3 ) ( 0.6 ) Sale of foreign subsidiaries — 3.9 — Foreign business taxes 1.1 1.8 2.1 Tax law change — — ( 5.2 ) Change in deferred tax realizability 4.4 — ( 0.7 ) Non-deductible expenses 0.7 — 0.1 Uncertain tax positions ( 0.3 ) 0.1 0.2 Stock compensation 0.7 0.6 ( 0.4 ) Outside basis difference on held for sale assets ( 13.1 ) — — Non-deductible goodwill impairment — 2.7 — Other 0.4 ( 0.2 ) 0.7 Total $ ( 11.5 ) $ ( 7.9 ) $ 35.1 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 or changes in judgment regarding the realizability of deferred tax assets. Several items have contributed to the variance in our income tax benefit or expense over the last three years. 2023 benefited from recording a $ 15.0 million federal and state benefit on the outside basis difference in held for sale assets, and a $ 6.5 million benefit from tax-exempt life insurance cash surrender value gains. 2022 benefited from lower pretax earnings, benefits of $ 16.9 million from changes in the fair value of the Company's investment in Persol Holdings and $ 7.1 million from the impairment of tax-deductible goodwill. These benefits were offset by a $ 7.8 million charge from tax exempt life insurance cash surrender value losses. Income tax expense for 2021 included charges of $ 37.3 million from changes in the fair value of the Company's investment in Persol Holdings and $ 4.8 million from the gain on insurance settlement, offset by benefits of $ 5.2 million from a change in tax rate in the United Kingdom and $ 5.2 million from tax exempt life insurance cash surrender value gains. 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. Provision has not been made for additional income taxes on an estimated $ 48.1 million of foreign subsidiary 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 $ 4.0 million. The new Organization for Economic Cooperation and Development (OECD) Pillar Two global minimum tax rules become effective in 2024 in several jurisdictions in which the Company does business. We do not expect a material impact to the Company based on current law and will continue to evaluate developments. 90 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions of dollars): 2023 2022 2021 Balance at beginning of the year $ 0.5 $ 0.6 $ 0.5 Additions for prior years’ tax positions 0.3 — 0.2 Reductions for prior years’ tax positions — — — Additions for settlements — — — Reductions for settlements — — — Reductions for expiration of statutes ( 0.2 ) ( 0.1 ) ( 0.1 ) Balance at end of the year $ 0.6 $ 0.5 $ 0.6 If the $ 0.6 million in 2023, $ 0.5 million in 2022 and $ 0.6 million in 2021 of unrecognized tax benefits were recognized, they would have a favorable effect of $ 0.5 million in 2023, $ 0.4 million in 2022 and $ 0.5 million in 2021 on income tax expense. The Company recognizes both interest and penalties as part of the income tax provision. The Company recognized expense of $ 0.1 million in 2023 for interest and penalties. The benefit recognized in 2022 was not significant. The Company recognized expense of $ 0.1 million in 2021 for interest and penalties. Accrued interest and penalties were $ 0.2 million at year-end 2023 and $ 0.1 million at year-end 2022. 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 2020 forward, Canada for fiscal years 2016 forward, France for fiscal years 2014 forward, Netherlands for fiscal years 2017 forward, Portugal for fiscal years 2020 forward, Puerto Rico for fiscal years 2019 forward and Switzerland for fiscal years 2019 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 $ 0.3 million for 2023, related to tax positions which are reasonably possible to change within the next twelve months due to income tax audits, settlements and statute expirations. 21. 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 2023, 2022 and 2021, respectively, were as follows: 2023 2022 2021 (In millions of dollars) (Increase) decrease in trade accounts receivable $ 147.2 $ ( 99.3 ) $ ( 150.7 ) (Increase) decrease in prepaid expenses and other assets ( 10.7 ) ( 24.6 ) 5.0 (Increase) decrease in ROU assets ( 2.2 ) ( 0.1 ) 7.7 Increase (decrease) in accounts payable and accrued liabilities ( 62.5 ) 44.3 155.8 Increase (decrease) in operating lease liabilities ( 14.3 ) ( 18.7 ) ( 29.7 ) Increase (decrease) in accrued payroll and related taxes ( 59.8 ) ( 59.3 ) 12.5 Increase (decrease) in accrued workers’ compensation and other claims 0.3 ( 5.2 ) ( 6.2 ) Increase (decrease) in income and other taxes — 21.9 ( 4.6 ) Total changes in operating assets and liabilities, net of acquisitions $ ( 2.0 ) $ ( 141.0 ) $ ( 10.2 ) The Company paid interest of $ 2.8 million in 2023, $ 1.3 million in 2022 and $ 1.7 million in 2021. The Company paid income taxes of $ 8.9 million in 2023, $ 61.2 million in 2022 and $ 14.1 million in 2021. Non-cash capital accruals totaled $ 0.4 million, $ 1.2 million and $ 1.0 million at year-end 2023, 2022 and 2021, respectively. 91 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 22. Commitments In addition to lease agreements (see Leases footnote) and the indemnification agreement related to the sale of our Brazil operations (see Acquisitions and Dispositions footnote), the Company has entered into noncancelable purchase obligations totaling $ 61.2 million, of which $ 1.3 million is held for sale. These obligations relate primarily to technology services and online tools which the Company expects to utilize generally within the next three 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. 23. 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 2023 and 2022, the gross accrual for litigation costs amounted to $ 6.4 million, of which $ 1.5 million is held for sale (see Held for Sale footnote), and $ 2.3 million, respectively. The Company maintains insurance coverage which may cover certain losses. When losses exceed the applicable policy deductible and realization of recovery of the loss 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 and other assets in the consolidated balance sheet. At year-end 2023 and 2022, the related insurance receivables amounted to $ 0.2 million and $ 0.6 million, respectively. The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is $ 0.1 million to $ 7.3 million, which includes amounts held for sale, as of year-end 2023. 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 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. 24. Segment Disclosures The Company’s 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 permanent placement services providing administrative, accounting and finance, light industrial and contact center staffing and other workforce solutions in the U.S. and Canada, including our KellyConnect and Skilled Professional Solutions products. Science, Engineering & Technology provides highly specialized skills to a variety of industries through staffing, outcome-based and permanent placement services. SET is focused on science and clinical research, engineering, technology and telecommunications specialties predominantly in the U.S. and Canada and includes Softworld, NextGen and GTA brands. Education delivers high quality education and therapy services talent through staffing, permanent placement and executive search services to Pre-K-12 school districts and education organizations across the U.S. and includes Teachers On Call, Greenwood/Asher and PTS brands. Outsourcing & Consulting provides global talent supply chain and workforce solutions, including MSP, RPO, PPO and executive coaching programs to customers on a global basis and includes our RocketPower brand. International delivers staffing, local RPO and permanent 92 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) placement services in 14 countries in Europe, as well as services in Mexico. Our EMEA staffing operations were sold on January 2, 2024. 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. The following tables present information about the reported revenue from services and gross profit of the Company by reportable segment, along with a reconciliation to earnings (loss) before taxes and equity in net earnings of affiliate, for 2023, 2022 and 2021. Asset information by reportable segment is not presented, since the Company does not produce such information internally nor does it use such information to manage its business. 2023 2022 2021 (In millions of dollars) Revenue from Services: Professional & Industrial $ 1,483.1 $ 1,666.2 $ 1,837.4 Science, Engineering & Technology 1,190.8 1,265.4 1,156.8 Education 841.9 636.2 416.5 Outsourcing & Consulting 454.7 468.0 432.1 International 884.8 932.2 1,067.8 Less: Intersegment revenue ( 19.6 ) ( 2.6 ) ( 0.9 ) Consolidated Total $ 4,835.7 $ 4,965.4 $ 4,909.7 93 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2023 2022 2021 (In millions of dollars) Earnings from Operations: Professional & Industrial gross profit $ 263.9 $ 302.5 $ 310.0 Professional & Industrial SG&A expenses ( 237.0 ) ( 270.5 ) ( 278.6 ) Asset impairment charge ( 0.3 ) — — Professional & Industrial earnings from operations 26.6 32.0 31.4 Science, Engineering & Technology gross profit 272.0 297.0 253.9 Science, Engineering & Technology SG&A expenses ( 197.6 ) ( 214.9 ) ( 180.2 ) Asset impairment charge ( 0.1 ) — — Science, Engineering & Technology earnings from operations 74.3 82.1 73.7 Education gross profit 128.7 100.3 65.1 Education SG&A expenses ( 92.4 ) ( 81.8 ) ( 62.1 ) Education earnings from operations 36.3 18.5 3.0 Outsourcing & Consulting gross profit 163.5 169.6 141.4 Outsourcing & Consulting SG&A expenses ( 154.6 ) ( 149.8 ) ( 122.7 ) Asset impairment charge ( 2.0 ) — — Goodwill impairment charge — ( 41.0 ) — Outsourcing & Consulting earnings (loss) from operations 6.9 ( 21.2 ) 18.7 International gross profit 133.3 142.4 148.8 International SG&A expenses ( 131.2 ) ( 132.5 ) ( 138.9 ) International earnings from operations 2.1 9.9 9.9 Corporate ( 121.9 ) ( 94.0 ) ( 88.1 ) Loss on disposal — ( 18.7 ) — Gain on sale of assets — 6.2 — Consolidated Total 24.3 14.8 48.6 Gain (loss) on investment in Persol Holdings — ( 67.2 ) 121.8 Loss on currency translation from liquidation of subsidiary — ( 20.4 ) — Other income (expense), net 0.6 1.6 15.4 Earnings (loss) before taxes and equity in net earnings of affiliate $ 24.9 $ ( 71.2 ) $ 185.8 Depreciation and amortization expense included in SG&A expenses by segment above are as follows: 2023 2022 2021 (In millions of dollars) Depreciation and amortization: Professional & Industrial $ 3.1 $ 3.7 $ 5.3 Science, Engineering & Technology 12.5 12.7 10.6 Education 6.3 5.2 3.6 Outsourcing & Consulting 4.0 3.5 0.7 International 1.6 1.7 2.0 94 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of revenue from services by geographic area for 2023, 2022 and 2021 follows: 2023 2022 2021 (In millions of dollars) Revenue from Services: United States $ 3,555.8 $ 3,671.5 $ 3,513.4 Foreign 1,279.9 1,293.9 1,396.3 Total $ 4,835.7 $ 4,965.4 $ 4,909.7 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. A summary of long-lived assets information by geographic area as of year-end 2023 and 2022 follows: 2023 2022 (In millions of dollars) Long-Lived Assets: United States $ 68.4 $ 72.1 Foreign 21.6 22.5 Total $ 90.0 $ 94.6 Long-lived assets represent property and equipment and ROU assets and includes $ 18.4 million of held for sale assets. No single foreign country’s long-lived assets represented more than 10% of the consolidated long-lived assets of the Company. 25. New Accounting Pronouncements Recently Adopted In October 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15 ,2022, including interim periods within those fiscal years and should be applied prospectively to business combinations that occur after the effective date. We early adopted this standard in the first quarter of 2022 and the adoption did not have a material impact to our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was effective for the Company in the first quarter of fiscal 2021. The adoption of this standard did not have a material impact to our consolidated financial statements. 95 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 was effective for annual reporting periods beginning after December 15, 2020, 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 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 was effective for annual reporting periods beginning after December 15, 2020, 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. Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which modifies several disclosure and presentation requirements in the FASB accounting standard codification to align them with the SEC regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption permitted, by June 30, 2027. For any amendments in which the SEC has not yet removed the applicable requirement from their regulations by June 30, 2027, the pending content of the related amendment in the FASB codification will not be effective. We do not expect this update to have a material impact to our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires all public companies to provide more enhanced disclosures for significant segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2024, 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 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments to enhance income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for annual reporting periods beginning after December 15, 2024, 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. 26. 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 94.5 % 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 2023, 2022 or 2021. See Investment in PersolKelly Pte. Ltd. footnote for a description of related party activity with PersolKelly Pte. Ltd. 96 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 27. Subsequent Events On January 2, 2024, the Company completed the sale of its EMEA staffing operations to Gi Group Holdings S.P.A. and received cash proceeds of $ 110.6 million. The transaction includes a contingent consideration opportunity and certain working capital and other adjustments to reflect the cash-free, debt-free transaction basis which are expected to be settled by the third quarter of 2024. Inclusive of the adjustments, the Company expects to record a pre-tax gain on the sale in the first quarter of 2024. The foreign currency forward contract that the Company entered into on November 2, 2023 to manage the foreign currency risk associated with the transaction was settled on January 5, 2024. A total loss of $ 2.4 million was realized upon settlement. An unrealized loss of $ 3.6 million associated with the forward contract was recorded as of December 31, 2023; therefore, the Company will record a gain of $ 1.2 million in the first quarter of 2024. 97 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 December 31, 2023 Reserve deducted in the balance sheet from the assets to which it applies - Deferred tax assets valuation allowance $ 34.0 40.9 — 0.6 ( 15.0 ) $ 60.5 Fiscal year ended January 1, 2023 Reserve deducted in the balance sheet from the assets to which it applies - Deferred tax assets valuation allowance $ 19.0 15.8 — ( 0.7 ) ( 0.1 ) $ 34.0 Fiscal year ended January 2, 2022 Reserve deducted in the balance sheet from the assets to which it applies - Deferred tax assets valuation allowance $ 20.2 0.5 — ( 0.8 ) ( 0.9 ) $ 19.0 98 INDEX TO EXHIBITS REQUIRED BY ITEM 601 REGULATIONS S-K Exhibit No. Description 2.1 Agreement for the Sale and Purchase of the Entire Issued Share Capital of Kelly Services Management Sarl, dated as of November 2, 2023, by the Company, Gi Group Holdings S.P.A. and Familia S.R.L. 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 (Reference is made to Exhibit 10.1 to the Form 10-K filed with the Commission on February 18, 2021, which is incorporated herein by reference). 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. Amended and Restated Senior Executive Severance Plan (Reference is made to Exhibit 10.1 to the Form 8-K filed with the Commission on May 4, 2021, 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 Second Amendment to Third Amended and Restated Credit Agreement, dated November 2, 2023 (Reference is made to Exhibit 10.6 to the Form 10-Q filed with the Commission on November 9, 2023, 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). 10.8* Employment Agreement between Kelly Services Management Sarl and Olivier Thirot. 99 INDEX TO EXHIBITS REQUIRED BY ITEM 601 REGULATION S-K (continued) Exhibit No. Description 10.9* Second Addendum to Employment Agreement between Kelly Services Management Sarl and Berendina Maria Bekhuis Koolhaas (Reference is made to Exhibit 10.9 to the Form 10-Q filed with the Commission on August 11, 2022, which is incorporated herein by reference). 10.12* Kelly Services, Inc. Management Retirement Plan as amended and restated January 1, 2020 (Reference is made to Exhibit 10.12 to the Form 10-K filed with the Commission on February 18, 2021, which is incorporated herein by reference). 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. 2, dated December 30, 2021 (Reference is made to Exhibit 10.15 to the Form 8-K filed with the Commission on January 5, 2022, which is incorporated herein by reference). 10.16 First Amended and Restated Receivables Purchase Agreement Amendment No. 3, dated September 21, 2022 (Reference is made to Exhibit 10.16 to the Form 10-Q filed with the Commission on November 10, 2022, which is incorporated herein by reference). 14 Code of Business Conduct and Ethics, revised August 2023 (Reference is made to Exhibit 14 to the Form 10-Q filed with the commission on November 9, 2023, 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. 97 Kelly Services, Inc. Incentive Compensation Recovery ("Clawback") Policy as amended and restated effective as of October 2, 2023. 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. 100 INDEX TO EXHIBITS REQUIRED BY ITEM 601 REGULATION S-K (continued) Exhibit No. Description 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. 101 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 20, 2024 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 20, 2024 * /s/ P. W. Quigley P. W. Quigley President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 20, 2024 * /s/ T. B. Larkin T. B. Larkin Chairman of the Board and Director Date: February 20, 2024 * /s/ G. S. Adolph G. S. Adolph Director Date: February 20, 2024 * /s/ G. S. Corona G. S. Corona Director Date: February 20, 2024 * /s/ R. S. Cubbin R. S. Cubbin Director Date: February 20, 2024 * /s/ A. Duggirala A. Duggirala Director Date: February 20, 2024 * /s/ I. F. Johnson I. F. Johnson Director Date: February 20, 2024 * /s/ D. R. Parfet D. R. Parfet Director Date: February 20, 2024 * /s/ L. A. Murphy L. A. Murphy Director 102 SIGNATURES (continued) Date: February 20, 2024 /s/ O. G. Thirot O. G. Thirot Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: February 20, 2024 /s/ L. S. Lockhart L. S. Lockhart Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) Date: February 20, 2024 *By /s/ O.G. Thirot O.G. Thirot Attorney-in-Fact 103