KELLY SERVICES INC 10-Q

Item 1. Financial Statements. KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (In millions of dollars except per share data) 13 Weeks Ended 26 Weeks Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Revenue from services $ 1,057.5 $ 1,217.2 $ 2,102.6 $ 2,485.5 Cost of services 843.8 976.6 1,683.2 1,990.8 Gross profit 213.7 240.6 419.4 494.7 Selling, general and administrative expenses 191.5 232.0 382.0 475.4 Asset impairment charge 5.5 2.4 5.5 2.4 (Gain) loss on sale of EMEA staffing operations 10.0 — ( 1.6 ) — Gain on sale of assets ( 5.5 ) — ( 5.5 ) — Earnings from operations 12.2 6.2 39.0 16.9 Gain on forward contract — — 1.2 — Other income (expense), net ( 6.5 ) ( 0.6 ) ( 4.7 ) 1.4 Earnings before taxes 5.7 5.6 35.5 18.3 Income tax expense (benefit) 1.1 ( 1.9 ) 5.1 ( 0.1 ) Net earnings $ 4.6 $ 7.5 $ 30.4 $ 18.4 Basic earnings per share $ 0.13 $ 0.20 $ 0.84 $ 0.49 Diluted earnings per share $ 0.12 $ 0.20 $ 0.83 $ 0.49 Average shares outstanding (millions): Basic 35.5 36.0 35.5 36.5 Diluted 35.9 36.4 35.9 36.9 See accompanying unaudited Notes to Consolidated Financial Statements. 4 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (In millions of dollars) 13 Weeks Ended 26 Weeks Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Net earnings $ 4.6 $ 7.5 $ 30.4 $ 18.4 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net of tax expense of $0.0, tax benefit of $0.1, tax expense of $0.0 and tax benefit of $0.1, respectively ( 2.0 ) 2.8 ( 2.5 ) 5.1 Less: Reclassification adjustments included in net earnings — — ( 0.6 ) — Foreign currency translation adjustments ( 2.0 ) 2.8 ( 3.1 ) 5.1 Pension liability adjustments, net of tax benefit of $0.4 — — — — Less: Reclassification adjustments included in net earnings — — 0.4 — Pension liability adjustments — — 0.4 — Other comprehensive income (loss) ( 2.0 ) 2.8 ( 2.7 ) 5.1 Comprehensive income (loss) $ 2.6 $ 10.3 $ 27.7 $ 23.5 See accompanying unaudited Notes to Consolidated Financial Statements. 5 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions) June 30, 2024 December 31, 2023 Assets Current Assets Cash and equivalents $ 38.2 $ 125.8 Trade accounts receivable, less allowances of $7.9 and $10.9, respectively 1,193.9 1,160.6 Prepaid expenses and other current assets 78.7 48.9 Assets held for sale — 291.3 Total current assets 1,310.8 1,626.6 Noncurrent Assets Property and equipment: Property and equipment 142.4 138.1 Accumulated depreciation ( 115.6 ) ( 113.5 ) Net property and equipment 26.8 24.6 Operating lease right-of-use assets 53.1 47.1 Deferred taxes 302.3 321.1 Retirement plan assets 245.9 230.3 Goodwill, net 372.6 151.1 Intangibles, net 272.3 137.7 Other assets 44.4 43.1 Total noncurrent assets 1,317.4 955.0 Total Assets $ 2,628.2 $ 2,581.6 See accompanying unaudited Notes to Consolidated Financial Statements. 6 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions) June 30, 2024 December 31, 2023 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued liabilities $ 594.8 $ 646.1 Operating lease liabilities 12.4 8.4 Accrued payroll and related taxes 168.3 156.2 Accrued workers’ compensation and other claims 18.7 22.1 Income and other taxes 18.1 17.2 Liabilities held for sale — 169.9 Total current liabilities 812.3 1,019.9 Noncurrent Liabilities Long-term debt 210.4 — Operating lease liabilities 49.6 42.9 Accrued workers’ compensation and other claims 34.7 40.9 Accrued retirement benefits 232.6 217.4 Other long-term liabilities 8.7 6.8 Total noncurrent liabilities 536.0 308.0 Commitments and contingencies (see Contingencies footnote) Stockholders’ Equity Capital stock, $1.00 par value Class A common stock, 100.0 million shares authorized; 35.2 million shares issued at 2024 and 2023 35.2 35.2 Class B common stock, 10.0 million shares authorized; 3.3 million shares issued at 2024 and 2023 3.3 3.3 Treasury stock, at cost Class A common stock, 2.9 million shares at 2024 and 3.2 million shares at 2023 ( 51.7 ) ( 56.7 ) Class B common stock ( 0.6 ) ( 0.6 ) Paid-in capital 29.5 30.6 Earnings invested in the business 1,266.7 1,241.7 Accumulated other comprehensive income (loss) ( 2.5 ) 0.2 Total stockholders’ equity 1,279.9 1,253.7 Total Liabilities and Stockholders’ Equity $ 2,628.2 $ 2,581.6 See accompanying unaudited Notes to Consolidated Financial Statements. 7 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (In millions of dollars) 13 Weeks Ended 26 Weeks Ended June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023 Capital Stock Class A common stock Balance at beginning of period $ 35.2 $ 35.2 $ 35.2 $ 35.1 Conversions from Class B — — — 0.1 Balance at end of period 35.2 35.2 35.2 35.2 Class B common stock Balance at beginning of period 3.3 3.3 3.3 3.4 Conversions to Class A — — — ( 0.1 ) Balance at end of period 3.3 3.3 3.3 3.3 Treasury Stock Class A common stock Balance at beginning of period ( 52.5 ) ( 34.7 ) ( 56.7 ) ( 19.5 ) Net issuance of stock awards and other 0.8 0.5 5.0 3.6 Purchase of treasury stock — ( 16.5 ) — ( 34.8 ) Balance at end of period ( 51.7 ) ( 50.7 ) ( 51.7 ) ( 50.7 ) Class B common stock Balance at beginning of period ( 0.6 ) ( 0.6 ) ( 0.6 ) ( 0.6 ) Net issuance of stock awards — — — — Balance at end of period ( 0.6 ) ( 0.6 ) ( 0.6 ) ( 0.6 ) Paid-in Capital Balance at beginning of period 27.1 26.4 30.6 28.0 Net issuance of stock awards 2.4 2.6 ( 1.1 ) 1.0 Balance at end of period 29.5 29.0 29.5 29.0 Earnings Invested in the Business Balance at beginning of period 1,264.8 1,224.4 1,241.7 1,216.3 Net earnings 4.6 7.5 30.4 18.4 Dividends ( 2.7 ) ( 2.8 ) ( 5.4 ) ( 5.6 ) Balance at end of period 1,266.7 1,229.1 1,266.7 1,229.1 Accumulated Other Comprehensive Income (Loss) Balance at beginning of period ( 0.5 ) ( 6.2 ) 0.2 ( 8.5 ) Other comprehensive income (loss), net of tax ( 2.0 ) 2.8 ( 2.7 ) 5.1 Balance at end of period ( 2.5 ) ( 3.4 ) ( 2.5 ) ( 3.4 ) Stockholders’ Equity at end of period $ 1,279.9 $ 1,241.9 $ 1,279.9 $ 1,241.9 See accompanying unaudited Notes to Consolidated Financial Statements. 8 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In millions of dollars) 26 Weeks Ended June 30, 2024 July 2, 2023 Cash flows from operating activities: Net earnings $ 30.4 $ 18.4 Adjustments to reconcile net earnings to net cash from operating activities: Asset impairment charge 5.5 2.4 Gain on sale of EMEA staffing operations ( 1.6 ) — Gain on sale of assets ( 5.5 ) — Depreciation and amortization 17.6 17.2 Operating lease asset amortization 4.6 8.4 Provision for credit losses and sales allowances ( 0.2 ) 0.4 Stock-based compensation 5.2 5.6 Gain on sale of equity securities — ( 2.0 ) Gain on forward contract ( 1.2 ) — Other, net ( 1.1 ) 0.5 Changes in operating assets and liabilities, net of acquisition ( 21.5 ) ( 27.5 ) Net cash from operating activities 32.2 23.4 Cash flows from investing activities: Capital expenditures ( 6.7 ) ( 9.3 ) Proceeds from sale of EMEA staffing operations, net of cash disposed 77.1 — Proceeds from sale of assets 4.4 — Acquisition of company, net of cash received ( 427.4 ) — Payment for settlement of forward contract ( 2.4 ) — Proceeds from equity securities — 2.0 Other investing activities 1.9 ( 0.4 ) Net cash used in investing activities ( 353.1 ) ( 7.7 ) Cash flows from financing activities: Net change in short-term borrowings — ( 0.7 ) Proceeds from long-term debt 378.6 — Payments on long-term debt ( 168.2 ) — Financing lease payments — ( 0.5 ) Dividend payments ( 5.4 ) ( 5.6 ) Payments of tax withholding for stock awards ( 2.1 ) ( 1.3 ) Buyback of common shares — ( 34.8 ) Contingent consideration payments — ( 2.5 ) Other financing activities ( 1.3 ) — Net cash from (used in) financing activities 201.6 ( 45.4 ) Effect of exchange rates on cash, cash equivalents and restricted cash ( 2.7 ) 1.8 Net change in cash, cash equivalents and restricted cash ( 122.0 ) ( 27.9 ) Cash, cash equivalents and restricted cash at beginning of period 167.6 162.4 Cash, cash equivalents and restricted cash at end of period (1) $ 45.6 $ 134.5 9 KELLY SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (UNAUDITED) (In millions of dollars) (1) The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts reported in our consolidated balance sheets: 26 Weeks Ended June 30, 2024 July 2, 2023 Reconciliation of cash, cash equivalents and restricted cash: Current assets: Cash and cash equivalents $ 38.2 $ 124.8 Restricted cash included in prepaid expenses and other current assets 0.6 0.7 Noncurrent assets: Restricted cash included in other assets 6.8 9.0 Cash, cash equivalents and restricted cash at end of period $ 45.6 $ 134.5 See accompanying unaudited Notes to Consolidated Financial Statements. 10 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The accompanying unaudited consolidated financial statements of Kelly Services, Inc. (the “Company,” “Kelly,” “we” or “us”) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, necessary for a fair statement of the results of the interim periods, have been made. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024 (the 2023 consolidated financial statements). There were no changes in accounting policies as disclosed in the Form 10-K. The Company’s second fiscal quarter ended on June 30, 2024 and July 2, 2023, each of which contained 13 weeks. The corresponding June year-to-date periods for 2024 and 2023 each contained 26 weeks. Certain reclassifications have been made to the prior year's consolidated financial statements to conform to the current year's presentation. Specifically, as discussed in the Segment Disclosures footnote, the Company has made a change to its reportable segments during the first quarter of 2024. We have also reclassified the presentation of our retirement plan assets, which represents our investment in life insurance contracts, and intangibles, net from the other assets line item to separate line items within our consolidated balance sheet. 11 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 2. Revenue Revenue Disaggregated by Service Type In 2024, Kelly has four operating segments: Professional & Industrial (“P&I”), Science, Engineering & Technology (“SET”), Education, and Outsourcing & Consulting Group ("Outsourcing & Consulting," "OCG"). Prior to 2024, the Company also had an International operating segment (see Segment Disclosures footnote). Following the sale of the Company's EMEA staffing operations in January 2024 (see Acquisition and Disposition footnote), the Mexico operations, which were previously in our International segment, are now included in our P&I segment. The 2023 P&I segment information has been recast to conform to the new structure. Other than OCG, each segment delivers talent through staffing services, permanent placement or outcome-based services. Our OCG and SET segments, following the acquisition of Motion Recruitment Partners, LLC which is included in the SET segment (see Acquisition and Disposition footnote), deliver talent solutions including managed service provider ("MSP"), payroll process outsourcing ("PPO"), recruitment process outsourcing ("RPO"), and talent advisory services. The following table presents our segment revenues disaggregated by service type (in millions of dollars): Second Quarter June Year to Date 2024 2023 2024 2023 Professional & Industrial Staffing services $ 233.3 $ 255.3 $ 464.5 $ 523.9 Permanent placement 2.3 3.7 5.0 8.3 Outcome-based services 122.1 131.8 246.6 261.2 Total Professional & Industrial 357.7 390.8 716.1 793.4 Science, Engineering & Technology Staffing services 219.2 201.2 414.4 403.5 Permanent placement 5.8 4.3 10.0 9.8 Outcome-based services 103.2 95.9 193.1 194.5 Talent solutions 4.0 — 4.0 — Total Science, Engineering & Technology 332.2 301.4 621.5 607.8 Education Staffing services 248.5 204.1 537.3 451.7 Permanent placement 2.6 2.3 3.7 4.1 Total Education 251.1 206.4 541.0 455.8 Outsourcing & Consulting Talent solutions 117.0 113.7 225.0 228.3 Total Outsourcing & Consulting 117.0 113.7 225.0 228.3 International Staffing services — 200.5 — 390.7 Permanent placement — 5.4 — 11.0 Total International — 205.9 — 401.7 Total Intersegment ( 0.5 ) ( 1.0 ) ( 1.0 ) ( 1.5 ) Total Revenue from Services $ 1,057.5 $ 1,217.2 $ 2,102.6 $ 2,485.5 12 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 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. In 2023, our International segment included our staffing operations in Europe as well as Mexico, which is included in the Americas region. The below table presents our revenues disaggregated by geography (in millions of dollars): Second Quarter June Year to Date 2024 2023 2024 2023 Americas United States $ 944.2 $ 892.4 $ 1,877.8 $ 1,851.6 Canada 46.4 46.4 91.8 91.3 Puerto Rico 28.2 27.7 53.1 54.6 Mexico 15.4 20.0 34.3 36.7 Total Americas Region 1,034.2 986.5 2,057.0 2,034.2 Europe Switzerland 1.0 56.0 2.1 108.9 France — 50.2 — 98.0 Portugal — 49.3 — 93.7 Italy — 16.5 — 33.4 Other 9.8 47.6 19.5 95.3 Total Europe Region 10.8 219.6 21.6 429.3 Total Asia-Pacific Region 12.5 11.1 24.0 22.0 Total Kelly Services, Inc. $ 1,057.5 $ 1,217.2 $ 2,102.6 $ 2,485.5 13 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) The below table presents revenues from our SET, OCG and former International segment, which previously included our Mexico operations, disaggregated by geographic region, (in millions of dollars): Second Quarter June Year to Date 2024 2023 2024 2023 Science, Engineering & Technology Americas $ 329.4 $ 297.3 $ 615.6 $ 599.4 Europe 2.8 4.1 5.9 8.4 Total Science, Engineering & Technology $ 332.2 $ 301.4 $ 621.5 $ 607.8 Outsourcing & Consulting Americas $ 96.5 $ 93.0 $ 185.3 $ 187.1 Europe 8.0 9.6 15.7 19.2 Asia-Pacific 12.5 11.1 24.0 22.0 Total Outsourcing & Consulting $ 117.0 $ 113.7 $ 225.0 $ 228.3 International Europe $ — $ 205.9 $ — $ 401.7 Total International $ — $ 205.9 $ — $ 401.7 Deferred Costs Deferred fulfillment costs, which are included in prepaid expenses and other current assets in the consolidated balance sheet, were $ 1.6 million as of second quarter-end 2024 and $ 3.4 million as of year-end 2023. Amortization expense for the deferred costs in the second quarter and June year-to-date 2024 was $ 1.7 million and $ 4.1 million, respectively. Amortization expense for the deferred costs in the second quarter and June year-to-date 2023 was $ 1.4 million and $ 3.8 million, respectively. 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): June Year to Date 2024 2023 Allowance for credit losses: Beginning balance $ 8.0 $ 7.7 Current period provision 0.4 0.9 Currency exchange effects ( 0.2 ) 0.2 Disposition of EMEA staffing operations ( 2.4 ) — Write-offs ( 0.6 ) ( 1.1 ) Ending balance $ 5.2 $ 7.7 Write-offs are presented net of recoveries, which were not material for second quarter-end 2024 or 2023. As of second quarter-end 2024, the Company has a receivable of $ 16.8 million related to the sale of our EMEA staffing operations (see Acquisition and Disposition footnote). The Company has determined that no credit loss provision is required on this receivable as it is consid ered collectible. No other allowances related to other receivables were material as of second quarter-end 2024 or 2023. 14 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 4. Acquisition and Disposition Acquisition On May 31, 2024, the Company indirectly acquired 100 % of the equity interests in Motion Recruitment Partners, LLC ("MRP") by way of a merger with MRP Merger Sub, Inc. ("Merger Sub"), a newly-formed, wholly owned subsidiary of the Company, with and into MRP Topco ("Topco"), the indirect parent company of MRP and Littlejohn Fund V, L.P. ("Littlejohn"), with Topco surviving the merger (the "Merger"). MRP is a parent company to a group of leading global talent solutions providers and the acquisition will strengthen the scale and capabilities of Kelly's solutions portfolio. Under terms of the merger agreement, the $ 425.0 million purchase price was adjusted for estimated cash held by MRP at the closing date and estimated working capital adjustments, resulting in the Company paying cash of $ 440.0 million. The acquisition was funded with cash on hand and available credit facilities (see Debt footnote). Total consideration includes $ 3.4 million of contingent consideration related to an earnout payment with a maximum potential cash payment of $ 60.0 million in the event certain financial metrics are met per the terms of the agreement. The earnout payment is based on a multiple of gross profit in excess of an agreed-upon amount during the earnout period, defined as the 12 months ending March 31, 2025, and any necessary payment is due to the seller in the second quarter of 2025. The initial fair value of the earnout was established using a Monte Carlo simulation model and will be reassessed on a quarterly basis (see Fair Value Measurements footnote). The merger agreement contains representations and warranties and covenants customary for a transaction of this nature. The total consideration is as follows (in millions of dollars): Cash consideration paid $ 425.0 Estimated cash acquired 13.6 Estimated net working capital adjustment 1.4 Total cash consideration 440.0 Additional consideration payable 3.4 Total consideration $ 443.4 The purchase price allocation for this acquisition is preliminary and could change. 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 and equivalents $ 12.6 Trade accounts receivable 89.1 Prepaid expenses and other current assets 8.5 Net property and equipment 3.1 Operating lease right-of-use assets 11.9 Goodwill, net 221.5 Intangibles, net 145.9 Other assets, noncurrent 10.6 Accounts payable and accrued liabilities, current ( 12.1 ) Operating lease liabilities, current ( 4.0 ) Accrued payroll and related taxes, current ( 15.9 ) Income and other taxes, current ( 0.5 ) Operating lease liabilities, noncurrent ( 9.0 ) Other long-term liabilities ( 18.3 ) Total consideration, including working capital adjustments $ 443.4 15 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) The fair value of the acquired receivables represents the contractual value net of the allowance for potentially uncollectible accounts. Included in the assets purchased in the MRP acquisition was $ 145.9 million of intangible assets, made up of $ 88.1 million in customer relationships, $ 56.5 million associated with MRP's trade names, and $ 1.3 million for non-compete agreements. The customer relationships will be amortized over 15 years with no residual value, the trade names will be amortized over 10 - 15 years with no residual value, and the non-compete agreements will be amortized over four years with no residual value. Goodwill generated from the acquisition was primarily attributable to expanding market potential and the expected revenue and operational synergies and was assigned to the SET operating segment (see Goodwill footnote). None of the goodwill generated from the acquisition is expected to be deductible for tax purposes. MRP's results of operations are included in the SET segment. For the second quarter and June year-to-date 2024, our consolidated revenues and net earnings include $ 40.0 million and $ 1.6 million from MRP, respectively. Pro Forma Information The following unaudited pro forma information presents a summary of the operating results as if the MRP acquisition had been completed as of January 2, 2023 (in millions of dollars): Second Quarter June Year to Date 2024 2023 2024 2023 Pro forma revenues $ 1,147.4 $ 1,357.5 $ 2,323.0 $ 2,769.9 Pro forma net earnings (loss) $ — $ 5.4 $ 23.2 $ 12.4 The pro forma results for the periods above include adjustments to amortization expense for the intangible assets, reversal of MRP's interest expense on credit facilities that were settled upon completion of the acquisition, interest expense and associated amortization of debt issuance costs for financing the acquisition, reclassification of transaction expenses to the appropriate period, and applicable taxes. The unaudited pro forma information presented has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. Disposition of EMEA Staffing Operations On January 2, 2024, the Company completed the sale of its EMEA staffing operations ("disposal group"), which was included in the Company's International operating segment, to Gi Group Holdings S.P.A. ("Gi"). Upon closing, the Company received cash proceeds of $ 110.6 million, or $ 77.1 million net of cash disposed, which is included in investing activities in the consolidated statements of cash flows. The Company expects to receive additional net cash proceeds to reflect the cash-free, debt-free transaction basis, as well as working capital and other adjustments. The Company does not expect to receive any proceeds from the contingent consideration opportunity associated with the transaction. In the first quarter of 2024, the Company recorded a euro-denominated receivable from Gi of $ 26.9 million representing the adjustments that were determinable and expected to be received. In the second quarter of 2024, the Company recorded negative working capital and other adjustments of $ 10.1 million, which reduced the net receivable from Gi to $ 16.8 million. The Company expects to finalize all adjustments to the transaction proceeds and settle the net receivable from Gi by the end of 2024. The receivable is included in prepaid expenses and other current assets in the consolidated balance sheet and included in the gain on the transaction. The total gain on the transaction through second quarter-end 2024 is $ 1.6 million, which is recorded in the (gain) loss on sale of EMEA staffing operations in the consolidated statements of earnings. 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 earnings from operations for the second quarter 2023 and June year-to-date 2023 included a loss of $ 0.6 million and $ 1.9 million, respectively, from the EMEA staffing operations. 16 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) The major classes of divested assets and liabilities were as follows (in millions of dollars): Assets divested Cash and equivalents $ 33.5 Trade accounts receivable, net 202.8 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 divested 293.2 Liabilities divested 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 divested ( 169.9 ) Disposal group, net $ 123.3 17 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 5. 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 second quarter-end 2024 and year-end 2023 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. As of Second Quarter-End 2024 Description Total Level 1 Level 2 Level 3 (In millions of dollars) Money market funds $ 7.7 $ 7.7 $ — $ — Foreign currency forward contract, net 0.2 — 0.2 — Total assets at fair value $ 7.9 $ 7.7 $ 0.2 $ — Brazil indemnification $ ( 2.6 ) $ — $ — $ ( 2.6 ) EMEA staffing indemnification ( 2.0 ) — — ( 2.0 ) MRP earnout ( 3.4 ) — — ( 3.4 ) Total liabilities at fair value $ ( 8.0 ) $ — $ — $ ( 8.0 ) 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 ) Money market funds Money market funds represent investments in money market funds that hold government securities, of which $ 7.7 million as of second quarter-end 2024 and $ 8.0 million as of year-end 2023 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 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. Forward contracts On February 8, 2024, the Company entered into a foreign currency forward contract with a notional amount of € 17.0 million to manage the foreign currency risk associated with the additional expected proceeds in the third quarter of 2024 related to the sale of our EMEA staffing operations (see Acquisition and Disposition footnote). The expected proceeds are recorded as a euro-denominated receivable which is remeasured each period. The forward contract was designated as a fair value hedge, with the mark-to-market changes of the forward contract offsetting the mark-to-market changes of the receivable in the (gain) loss on sale of EMEA staffing operations in the consolidated statements of earnings. The contract was valued using observable inputs, 18 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) such as foreign currency exchange rates, and is considered a level 2 liability. In the first six months of 2024, the Company has recorded an unrealized gain of $ 0.2 million with a net receivable associated with the forward contract of $ 0.2 million recorded in prepaid expenses and other current assets on the consolidated balance sheet as of second quarter-end 2024. On November 2, 2023, the Company entered into a foreign currency forward contract with a notional amount of € 90.0 million to manage the foreign currency risk associated with the sale of our EMEA staffing operations, which was completed on January 2, 2024. This contract was not designated as a hedging instrument; therefore, it was marked-to-market and the changes in fair value were recognized in earnings. The Company's foreign currency forward contract was 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 and had a net liability associated with the forward contract of $ 3.6 million as of year-end 2023. The Company settled the forward contract on January 5, 2024 for $ 2.4 million of cash. Accordingly, the Company recognized a gain of $ 1.2 million in the first quarter of 2024 in gain on forward contract on the consolidated statements of earnings, which partially offsets the $ 3.6 million loss recognized in 2023, for a total loss of $ 2.4 million on the contract. Indemnification liabilities As of second quarter-end 2024, the Company had an indemnification liability totaling $ 2.0 million relating to the sale of our EMEA staffing operations in January 2024. The liability is included in other long-term liabilities in the consolidated balance sheet and the associated expense is included in the (gain) loss on sale of EMEA staffing operations in the consolidated statements of earnings. As part of the sale, the Company agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences for an indefinite term. The Company's maximum exposure under these indemnifications is not estimable at this time due to uncertainties to potential outcomes and the facts and circumstances involved in the agreement. Management believes the risk of material exposure is remote. The initial 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 measured on a recurring basis. During the second quarter of 2024, the Company recognized a decrease of $ 0.1 million to the indemnification liability related to exchange rate fluctuations. As of second quarter-end 2024, the Company had an indemnification liability totaling $ 2.6 million with $ 0.1 million in accounts payable and accrued liabilities and $ 2.5 million in other long-term liabilities, and $ 3.0 million at year-end 2023, with $ 0.1 million in accounts payable and accrued liabilities and $ 2.9 million in other long-term liabilities in the consolidated balance sheet related to the 2020 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 shall 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. During June year-to-date 2024 and 2023, the Company recognized a decrease of $ 0.3 million and an increase of $ 0.3 million, respectively, to the indemnification liability related to exchange rate fluctuations in other income (expense), net in the consolidated statements of earnings. Earnout liabilities The Company recorded an earnout liability relating to the 2024 acquisition of MRP totaling $ 3.4 million in accounts payable and accrued liabilities in the consolidated balance sheet (see Acquisition and Disposition footnote). The valuation of the earnout liability was initially established using the Monte Carlo simulation model and represented the fair value and is considered a level 3 liability. The maximum total cash payment which may be due related to the earnout liability is $ 60.0 million. The Company had previously recorded an earnout liability relating to the 2020 acquisition of Greenwood/Asher. 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 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 liability, with the remainder flowing through operating activities. 19 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) Equity Investment Without Readily Determinable Fair Value On March 1, 2022, the Company sold the majority of its investment in PersolKelly Pte. Ltd. (the "JV"). Prior to February 2022, the Company had a 49 % ownership interest in the JV, a staffing services business currently operating in ten geographies in the Asia-Pacific region. The Company holds a 2.5 % interest in the JV, which is measured using the measurement alternative for equity investments without a readily determinable fair value. The measurement alternative represents cost, less impairment, plus or minus observable price changes. The investment totaled $ 6.4 million as of second quarter-end 2024, representing total cost plus observable price changes to date. 6. Restructuring and Transformation Activities 2024 Actions The Company incurred restructuring charges and transformation fees of $ 4.3 million in the second quarter of 2024 and $ 6.6 million in June year-to-date 2024 as a continuation of the actions that were announced in the second quarter of 2023 as part of the comprehensive transformation initiative. The transformation activities include severance charges of $ 2.4 million and $ 3.5 million for the second quarter and June year-to-date 2024, respectively, and costs to execute the transformation including the use of an external consultant of $ 1.9 million and $ 3.1 million for the second quarter and June year-to-date 2024, respectively. The severance and transformation costs are recorded in selling, general and administrative ("SG&A") expenses in the consolidated statements of earnings. Additionally, in the second quarter of 2024, the Company recognized an impairment charge of $ 5.5 million for certain right-of-use assets related to our leased headquarters facility reflecting adjustments as to how we are utilizing the building as a part of our ongoing transformation efforts. The impairment charge related to the right-of-use assets is recorded in the asset impairment charge in the consolidated statements of earnings. The restructuring and transformation costs included in SG&A are detailed below for the second quarter and June year-to-date 2024 (in millions of dollars): Second Quarter 2024 June Year to Date 2024 Severance Costs Transformation Costs Total Severance Costs Transformation Costs Total Professional & Industrial $ 0.3 $ — $ 0.3 $ 0.4 $ — $ 0.4 Science, Engineering & Technology 0.3 — 0.3 0.3 — 0.3 Outsourcing & Consulting — — — 0.6 — 0.6 Corporate 1.8 1.9 3.7 2.2 3.1 5.3 Total $ 2.4 $ 1.9 $ 4.3 $ 3.5 $ 3.1 $ 6.6 2023 Actions 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 the second quarter of 2023 totaled $ 8.0 million. The transformation activities included $ 4.5 million of costs to execute the transformation initiatives through the use of an external consultant, a $ 2.4 million impairment charge for right-of-use assets related to an unoccupied office space lease and additional severance of $ 1.1 million, net of adjustments. 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 and severance are included in the $ 5.6 million of restructuring costs incurred in the second quarter of 2023, net of prior period adjustments, and are recorded in SG&A expenses in the consolidated statements of earnings, as detailed further below. 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 totaled $ 6.6 million and were recorded entirely in SG&A expenses in the consolidated statements of earnings. 20 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) The restructuring and transformation costs included in SG&A are detailed below for the second quarter and June year-to-date 2023 (in millions of dollars): Second Quarter 2023 June Year to Date 2023 Severance Costs Lease Termination Costs, Transformation and Other Total Severance Costs Lease Termination Costs, Transformation and Other Total Professional & Industrial $ 0.3 $ — $ 0.3 $ 3.0 $ 0.3 $ 3.3 Science, Engineering & Technology — — — 0.4 0.1 0.5 Education 0.3 — 0.3 0.4 — 0.4 Outsourcing & Consulting ( 0.1 ) — ( 0.1 ) 0.5 — 0.5 International — — — 0.6 — 0.6 Corporate 0.6 4.5 5.1 0.8 6.1 6.9 Total $ 1.1 $ 4.5 $ 5.6 $ 5.7 $ 6.5 $ 12.2 Accrual Summary A summary of the 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 2023 $ 15.1 Accruals 2.3 Reductions for cash payments ( 11.0 ) Disposition of EMEA staffing operations ( 1.5 ) Accrual adjustments ( 0.2 ) Balance as of first quarter-end 2024 4.7 Accruals 4.3 Reductions for cash payments ( 4.4 ) Balance as of second quarter-end 2024 $ 4.6 The remaining balance of $ 4.6 million as of second quarter-end 2024 primarily represents the costs to execute the transformation initiatives and severance costs, and the majority is expected to be paid by the end of 2024. No material adjustments are expected to be recorded. 21 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 7. Goodwill The changes in the carrying amount of goodwill through June year-to-date 2024 are included in the table below. The goodwill resulting from the acquisition of MRP during the second quarter of 2024 was allocated to the SET reportable segment (see Acquisition and Disposition footnote). As of Year-End 2023 Additions to Goodwill Impairment Adjustments As of Second Quarter-End 2024 Science, Engineering & Technology $ 111.3 $ 221.5 $ — $ 332.8 Education 39.8 — — 39.8 Total $ 151.1 $ 221.5 $ — $ 372.6 8. Debt Revolving Credit Facility On May 29, 2024, 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 May 29, 2029. The amendment (i) decreased the current borrowing capacity to $ 150.0 million, (ii) added the ability to increase the borrowing capacity to an aggregate of $ 300.0 million and (iii) changed certain of the terms and conditions. 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 the end of the second quarter of 2024, there were $ 63.0 million of long-term borrowings on the term benchmark line under the Facility and a remaining borrowing capacity of $ 87.0 million. The rate for these borrowings, which varies based on the Company's leverage ratio as defined in the agreement, includes either (i) the Prime rate plus the applicable margin for the floating line or (ii) a term Secured Overnight Financing Rate ("SOFR") for 1-, 3-, or 6-months dependent on the interest election plus a 0.10 % margin and the applicable margin for the term benchmark line. At year-end 2023, 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 the end of the second quarter of 2024 and year-end 2023. The Facility’s financial covenants and restrictions are described below, all of which were met at the end of the second quarter of 2024: • We must maintain a certain minimum interest coverage 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 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. Securitization Facility On May 29, 2024, the Company and Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), amended the Receivables Purchase Agreement related to its $ 150.0 million, three-year , securitization facility (the “Securitization Facility”). The amendment (i) increased the current borrowing capacity to $ 250.0 million, (ii) includes the ability to increase the borrowing capacity to an aggregate of 22 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) $ 350.0 million and (iii) changed certain of the terms and conditions. The Receivables Purchase Agreement will terminate May 28, 2027, 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. At the end of the second quarter of 2024, the Securitization Facility had $ 147.4 million of long-term borrowings, SBLCs of $ 46.1 million related to workers’ compensation and a remaining capacity of $ 56.5 million. The rate for these borrowings includes the adjusted daily SOFR plus a 0.10 % margin and a 1.10 % utilization rate on the amount of our borrowings. The rate for the SBLCs of 1.10 % represents a utilization rate on the outstanding balance. In addition, we pay a commitment fee of 40 basis points on the unused capacity. At year-end 2023, the Securitization Facility had no borrowings, SBLCs of $ 49.4 million related to workers’ compensation at a utilization rate of 0.90 % and a remaining capacity of $ 100.6 million. In addition, we paid a commitment fee of 40 basis points on the unused capacity in 2023. 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. 23 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 9. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) by component, net of tax, for the second quarter and June year-to-date 2024 and 2023 are included in the table below. Amounts in parentheses indicate debits. Second Quarter June Year to Date 2024 2023 2024 2023 (In millions of dollars) Foreign currency translation adjustments: Beginning balance $ ( 0.5 ) $ ( 5.1 ) $ 0.6 $ ( 7.4 ) Other comprehensive income (loss) before reclassifications ( 2.0 ) 2.8 ( 2.5 ) 5.1 Amounts reclassified from accumulated other comprehensive income (loss) — — ( 0.6 ) — Net current-period other comprehensive income (loss) ( 2.0 ) 2.8 ( 3.1 ) 5.1 Ending balance ( 2.5 ) ( 2.3 ) ( 2.5 ) ( 2.3 ) Pension liability adjustments: Beginning balance — ( 1.1 ) ( 0.4 ) ( 1.1 ) Other comprehensive income (loss) before reclassifications — — — — Amounts reclassified from accumulated other comprehensive income (loss) — — 0.4 — Net current-period other comprehensive income (loss) — — 0.4 — Ending balance — ( 1.1 ) — ( 1.1 ) Total accumulated other comprehensive income (loss) $ ( 2.5 ) $ ( 3.4 ) $ ( 2.5 ) $ ( 3.4 ) 24 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 10. Earnings Per Share The reconciliation of basic and diluted earnings per share on common stock for the second quarter and June year-to-date 2024 and 2023 follows (in millions of dollars except per share data): Second Quarter June Year to Date 2024 2023 2024 2023 Net earnings $ 4.6 $ 7.5 $ 30.4 $ 18.4 Less: earnings allocated to participating securities ( 0.1 ) ( 0.2 ) ( 0.7 ) ( 0.4 ) Net earnings available to common shareholders $ 4.5 $ 7.3 $ 29.7 $ 18.0 Average shares outstanding (millions): Basic 35.5 36.0 35.5 36.5 Dilutive share awards 0.4 0.4 0.4 0.4 Diluted 35.9 36.4 35.9 36.9 Basic earnings per share $ 0.13 $ 0.20 $ 0.84 $ 0.49 Diluted earnings per share $ 0.12 $ 0.20 $ 0.83 $ 0.49 Potentially dilutive share awards are related to deferred common stock related to the non-employee directors deferred compensation plan and performance shares for the second quarter and June year-to-date 2024 and 2023 (see Stock-Based Compensation footnote for a description of performance shares). Dividends paid per share for Class A and Class B common stock were $ 0.075 for the second quarter of 2024 and 2023 and $ 0.15 for June year-to-date 2024 and 2023 . 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. The Company repurchased 982,565 shares for $ 16.5 million during the second quarter of 2023 and 2,082,293 shares for $ 34.8 million through June year-to-date 2023. A total of 2,971,471 shares were repurchased under the share repurchase program at an average price of $ 16.83 per share. 11. Stock-Based Compensation For the second quarter of 2024, the Company recognized stock compensation expense of $ 2.4 million and a related tax benefit of $ 0.6 million. For the second quarter of 2023, the Company recognized stock compensation expense of $ 2.5 million and a related tax benefit of $ 0.4 million. For June year-to-date 2024, the Company recognized stock compensation expense of $ 5.2 million and a related tax benefit of $ 1.3 million. For June year-to-date 2023, the Company recognized stock compensation expense of $ 5.6 million and a related tax benefit of $ 0.7 million. Performance Shares 2024 Grant During the first quarter of 2024, the Company granted performance share awards associated with the Company’s Class A common stock to certain senior officers. The payment of performance share awards is contingent upon the achievement of specific revenue growth and EBITDA margin performance goals ("financial measure performance share awards") over a stated period of time. 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: 2024, 2025 and 2026, 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 2027 after approval of the financial results by the Compensation Committee, if not forfeited by the recipient. No dividends are paid on these performance shares. 2021 Grant In December 2021, the Compensation Committee approved a retention-based grant of 308,000 financial measure performance awards to certain senior officers which may be earned upon achievement of three financial goals over a performance period 25 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 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. 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. On May 7, 2024, the Compensation Committee confirmed the actual performance achievement for the final financial goal related to the 2021 retention-based grant, which was not achieved before the end of the performance period and resulted in no payout. A summary of the status of all nonvested performance shares at target as of second quarter-end 2024 and year-to-date changes is presented as follows below (in thousands of shares except per share data). The vesting adjustment in the table below represents 2021 financial measure performance shares that did not vest because actual achievement was below the threshold level or was not achieved, and resulted in no payout. Financial Measure Performance Shares Shares Weighted Average Grant Date Fair Value Nonvested at year-end 2023 674 $ 17.49 Granted 170 19.96 Vested ( 136 ) 18.88 Forfeited ( 33 ) 17.99 Vesting adjustment ( 107 ) 16.52 Nonvested at second quarter-end 2024 568 $ 18.66 Restricted Stock A summary of the status of nonvested restricted stock as of second quarter-end 2024 and year-to-date changes is presented as follows below (in thousands of shares except per share data). Shares Weighted Average Grant Date Fair Value Nonvested at year-end 2023 784 $ 18.52 Granted 358 20.83 Vested ( 231 ) 18.56 Forfeited ( 52 ) 18.68 Nonvested at second quarter-end 2024 859 $ 19.46 26 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 12. Sale of Assets On June 10, 2024, the Company sold Ayers Group, a division of our OCG segment, for a purchase price of $ 7.5 million, subject to final closing adjustments. The Company received cash proceeds of $ 4.5 million in the second quarter of 2024, representing the purchase price less the value of rights to certain receivables and deferred revenue retained by the Company, net of working capital adjustments in accordance with the agreement. As of the date of the sale, the net carrying value of the assets was a credit balance of $ 1.0 million, resulting in a gain on the sale of $ 5.5 million which was recorded in gain on sale of assets in the consolidated statements of earnings. The sale is a part of the Company's ongoing strategy to further optimize its operating model. 13. Other Income (Expense), Net Included in other income (expense), net for the second quarter and June year-to-date 2024 and 2023 are the following: Second Quarter June Year to Date 2024 2023 2024 2023 (In millions of dollars) Interest income $ 2.3 $ 1.3 $ 5.1 $ 2.7 Interest expense ( 2.1 ) ( 0.6 ) ( 2.6 ) ( 1.4 ) Foreign exchange gains (losses) 0.7 ( 1.3 ) 0.7 ( 2.0 ) Other ( 7.4 ) — ( 7.9 ) 2.1 Other income (expense), net $ ( 6.5 ) $ ( 0.6 ) $ ( 4.7 ) $ 1.4 Included in Other for second quarter and June year-to-date 2024 is $ 7.8 million of transaction costs related to the acquisition of MRP (see Acquisition and Disposition footnote). Included in Other for June year-to-date 2023 is a gain of $ 2.0 million for the receipt of earnout proceeds in connection with an investment that was sold in 2021. 14. Income Taxes Income tax expense was $ 1.1 million for the second quarter of 2024 and income tax benefit was $ 1.9 million for the second quarter of 2023. Income tax expense was $ 5.1 million for June year-to-date 2024 and income tax benefit was $ 0.1 million for June year-to-date 2023. The quarterly variance primarily relates to non-deductible transaction costs and a valuation allowance on the tax benefit from the reduction in the EMEA staffing operations sale proceeds in 2024. The year-to-date variance primarily relates to changes in pretax income. Our tax 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 tax-exempt investments in life insurance policies. It is also affected by discrete items that may occur in any given period but are not consistent from period to period, such as tax law changes, changes in judgment regarding the realizability of deferred tax assets and the tax effects of stock compensation. The Company provides valuation allowances against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company continues to monitor its partial foreign tax credit valuation allowance for potential changes in the near term. 27 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 15. 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 second quarter-end 2024 and year-end 2023, the gross accrual for litigation costs amounted to $ 4.1 million and $ 6.4 million, respectively, of which $ 1.5 million was held for sale at year-end 2023. 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 second quarter-end 2024, there were no related insurance receivables. At year-end 2023, the related insurance receivables amounted to $ 0.2 million. The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is zero to $ 5.2 million as of second quarter-end 2024. 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. 28 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) 16. 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 four reportable segments in 2024, (1) Professional & Industrial, (2) Science, Engineering & Technology, (3) Education, and (4) Outsourcing & Consulting, reflect the specialty services the Company provides to customers and represent how the business is organized internally. Prior to 2024, the Company also had an International operating segment. Beginning in the first quarter of 2024, the Company's organizational structure no longer includes the International segment following the sale of the EMEA staffing operations in January 2024. Our Mexico operations, which were previously in our International segment, are now included in the Professional & Industrial segment. Professional & Industrial segment information for the prior year has been recast to conform to the new structure. Intersegment revenue represents revenue earned between the reportable segments and is eliminated from total segment revenue from services. In addition to the change in our segment structure in the first quarter of 2024, we reassessed the allocation of corporate expenses to the operating segments and allocated additional costs which are attributable to the business from corporate. In the first quarter of 2024, the Company changed the primary segment profitability measure from earnings from operations to a business unit profit measure that excludes depreciation and amortization. This change will provide management greater visibility into the financial performance of the segments and how they contribute to the Company's overall performance. Prior periods have been recast to reflect the current period allocation method and new segment profitability measurement. The update had no impact on the consolidated financial information. 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 before taxes, for the second quarter and June year-to-date 2024 and 2023. 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. Second Quarter June Year to Date 2024 2023 2024 2023 (In millions of dollars) Revenue from Services: Professional & Industrial $ 357.7 $ 390.8 $ 716.1 $ 793.4 Science, Engineering & Technology 332.2 301.4 621.5 607.8 Education 251.1 206.4 541.0 455.8 Outsourcing & Consulting 117.0 113.7 225.0 228.3 International — 205.9 — 401.7 Less: Intersegment revenue ( 0.5 ) ( 1.0 ) ( 1.0 ) ( 1.5 ) Consolidated Total $ 1,057.5 $ 1,217.2 $ 2,102.6 $ 2,485.5 29 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) Second Quarter June Year to Date 2024 2023 2024 2023 (In millions of dollars) Business Unit Profit (Loss): Professional & Industrial gross profit $ 62.3 $ 68.5 $ 126.2 $ 140.7 Professional & Industrial SG&A expenses excluding depreciation and amortization ( 55.4 ) ( 65.0 ) ( 113.4 ) ( 138.4 ) Professional & Industrial asset impairment charge — ( 0.3 ) — ( 0.3 ) Professional & Industrial Profit (Loss) 6.9 3.2 12.8 2.0 Science, Engineering & Technology gross profit 77.3 68.1 141.7 139.4 Science, Engineering & Technology SG&A expenses excluding depreciation and amortization ( 52.8 ) ( 50.1 ) ( 99.0 ) ( 102.9 ) Science, Engineering & Technology asset impairment charge — ( 0.1 ) — ( 0.1 ) Science, Engineering & Technology Profit (Loss) 24.5 17.9 42.7 36.4 Education gross profit 36.9 32.5 79.0 71.8 Education SG&A expenses excluding depreciation and amortization ( 24.2 ) ( 23.2 ) ( 48.2 ) ( 47.1 ) Education Profit (Loss) 12.7 9.3 30.8 24.7 Outsourcing & Consulting gross profit 37.2 41.3 72.5 82.9 Outsourcing & Consulting SG&A expenses excluding depreciation and amortization ( 34.2 ) ( 39.1 ) ( 71.3 ) ( 80.8 ) Outsourcing & Consulting asset impairment charge — ( 2.0 ) — ( 2.0 ) Outsourcing & Consulting Profit (Loss) 3.0 0.2 1.2 0.1 International gross profit — 30.2 — 59.9 International SG&A expenses excluding depreciation and amortization — ( 30.2 ) — ( 60.6 ) International Profit (Loss) — — — ( 0.7 ) Corporate ( 12.4 ) ( 14.2 ) ( 27.4 ) ( 25.9 ) Asset impairment charge ( 5.5 ) — ( 5.5 ) — (Loss) gain on sale of EMEA staffing operations ( 10.0 ) — 1.6 — Gain on sale of assets 5.5 — 5.5 — Depreciation and amortization ( 12.5 ) ( 10.2 ) ( 22.7 ) ( 19.7 ) Consolidated earnings from operations 12.2 6.2 39.0 16.9 Gain on forward contract — — 1.2 — Other income (expense), net ( 6.5 ) ( 0.6 ) ( 4.7 ) 1.4 Earnings before taxes $ 5.7 $ 5.6 $ 35.5 $ 18.3 30 KELLY SERVICES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (UNAUDITED) Depreciation and amortization expense is included in SG&A expenses in our consolidated statements of earnings. Depreciation and amortization expense amounts below include amortization of implementation costs for hosted software, which are excluded in the presentation of depreciation and amortization in our consolidated statements of cash flows. The depreciation and amortization amounts by segment are as follows: Second Quarter June Year to Date 2024 2023 2024 2023 (In millions of dollars) Depreciation and amortization: Professional & Industrial $ 2.7 $ 2.1 $ 5.1 $ 3.9 Science, Engineering & Technology 5.8 4.1 9.9 7.9 Education 2.1 1.9 4.1 3.8 Outsourcing & Consulting 1.9 1.5 3.6 2.9 International — 0.6 — 1.2 17. New Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued Accounting Standards Update ("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. 31