UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 4, 20213, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-1088
KELLY SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware38-1510762
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

999 West Big Beaver Road, Troy, Michigan 48084
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(Address of principal executive offices)  (Zip Code)

(248) 362-4444
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(Registrant’s telephone number, including area code)

No Change
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(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each
class		Trading
Symbols		Name of each exchange
on which registered
Class A CommonKELYANASDAQ Global Market
Class B CommonKELYBNASDAQ Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐☒Accelerated filer☒☐
Non-accelerated filer (Do not check if a smaller reporting company)☐Smaller reporting company☐
Emerging growth company☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
At August 2, 2021, 36,027,9281, 2022, 34,588,694 shares of Class A and 3,358,5213,357,146 shares of Class B common stock of the Registrant were outstanding.
2

KELLY SERVICES, INC. AND SUBSIDIARIES 
 Page Number
4
Item 1. Financial Statements (unaudited).
4
Consolidated Statements of Earnings
4
Consolidated Statements of Comprehensive Income (Loss)
5
Consolidated Balance Sheets
6
Consolidated Statements of Stockholders' Equity
8
Consolidated Statements of Cash Flows
9
Notes to Consolidated Financial Statements
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
2931
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
4749
Item 4. Controls and Procedures.
4749
4750
Item 1. Legal Proceedings.
4750
Item 1A. Risk Factors.
4850
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
4951
Item 3. Defaults Upon Senior Securities.
4951
Item 4. Mine Safety Disclosures.
4951
Item 5. Other Information.
4951
Item 6. Exhibits.
4951
SIGNATURES
5153

3

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(In millions of dollars except per share data)
 
13 Weeks Ended26 Weeks Ended 13 Weeks Ended26 Weeks Ended
July 4,
2021		June 28,
2020		July 4,
2021		June 28,
2020		 July 3,
2022		July 4,
2021		July 3,
2022		July 4,
2021
Revenue from servicesRevenue from services$1,258.1 $975.3 $2,464.0 $2,236.4 Revenue from services$1,267.3 $1,258.1 $2,563.7 $2,464.0 
Cost of servicesCost of services1,027.1 786.1 2,019.7 1,823.9 Cost of services1,004.9 1,027.1 2,042.7 2,019.7 
Gross profitGross profit231.0 189.2 444.3 412.5 Gross profit262.4 231.0 521.0 444.3 
Selling, general and administrative expensesSelling, general and administrative expenses217.3 178.1 420.0 397.6 Selling, general and administrative expenses240.1 217.3 476.2 420.0 
Goodwill impairment charge0 0 0 147.7 
Impairment of assets held for saleImpairment of assets held for sale18.5 — 18.5 — 
Gain on sale of assetsGain on sale of assets0 0 0 (32.1)Gain on sale of assets(4.4)— (5.3)— 
Earnings (loss) from operations13.7 11.1 24.3 (100.7)
Earnings from operationsEarnings from operations8.2 13.7 31.6 24.3 
Gain (loss) on investment in Persol HoldingsGain (loss) on investment in Persol Holdings6.3 29.6 36.3 (48.2)Gain (loss) on investment in Persol Holdings— 6.3 (67.2)36.3 
Loss on currency translation from liquidation of subsidiaryLoss on currency translation from liquidation of subsidiary— — (20.4)— 
Other income (expense), netOther income (expense), net(0.3)2.6 (3.7)4.3 Other income (expense), net(1.1)(0.3)1.7 (3.7)
Earnings (loss) before taxes and equity in net earnings (loss) of affiliateEarnings (loss) before taxes and equity in net earnings (loss) of affiliate19.7 43.3 56.9 (144.6)Earnings (loss) before taxes and equity in net earnings (loss) of affiliate7.1 19.7 (54.3)56.9 
Income tax expense (benefit)Income tax expense (benefit)(2.6)0.9 7.9 (35.3)Income tax expense (benefit)4.9 (2.6)(8.1)7.9 
Net earnings (loss) before equity in net earnings (loss) of affiliateNet earnings (loss) before equity in net earnings (loss) of affiliate22.3 42.4 49.0 (109.3)Net earnings (loss) before equity in net earnings (loss) of affiliate2.2 22.3 (46.2)49.0 
Equity in net earnings (loss) of affiliateEquity in net earnings (loss) of affiliate1.7 (1.3)0.6 (2.8)Equity in net earnings (loss) of affiliate— 1.7 0.8 0.6 
Net earnings (loss)Net earnings (loss)$24.0 $41.1 $49.6 $(112.1)Net earnings (loss)$2.2 $24.0 $(45.4)$49.6 
Basic earnings (loss) per shareBasic earnings (loss) per share$0.60 $1.04 $1.25 $(2.86)Basic earnings (loss) per share$0.06 $0.60 $(1.19)$1.25 
Diluted earnings (loss) per shareDiluted earnings (loss) per share$0.60 $1.04 $1.25 $(2.86)Diluted earnings (loss) per share$0.06 $0.60 $(1.19)$1.25 
Average shares outstanding (millions):Average shares outstanding (millions):  Average shares outstanding (millions):  
BasicBasic39.4 39.3 39.4 39.2 Basic37.9 39.4 38.3 39.4 
DilutedDiluted39.5 39.4 39.5 39.2 Diluted38.2 39.5 38.3 39.5 
 
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 Ended26 Weeks Ended 13 Weeks Ended26 Weeks Ended
July 4,
2021		June 28,
2020		July 4,
2021		June 28,
2020		 July 3,
2022		July 4,
2021		July 3,
2022		July 4,
2021
Net earnings (loss)Net earnings (loss)$24.0 $41.1 $49.6 $(112.1)Net earnings (loss)$2.2 $24.0 $(45.4)$49.6 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:  Other comprehensive income (loss), net of tax:  
Foreign currency translation adjustments, net of tax benefit of $0.1 and $0.5, tax expense of $0.4 and tax benefit of $0.4, respectively2.0 2.7 (11.6)(4.7)
Less: Reclassification adjustments included in net earnings (loss)0 0 0 0 
Foreign currency translation adjustments, net of tax expense of $0.0, tax benefit of $0.1, tax expense of $0.1 and $0.4, respectivelyForeign currency translation adjustments, net of tax expense of $0.0, tax benefit of $0.1, tax expense of $0.1 and $0.4, respectively1.3 2.0 (8.6)(11.6)
Less: Reclassification adjustments included in net earnings (loss) - liquidation of Japan subsidiaryLess: 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 otherLess: Reclassification adjustments included in net earnings (loss) - equity method investment and other0.2 — 2.7 — 
Foreign currency translation adjustmentsForeign currency translation adjustments2.0 2.7 (11.6)(4.7)Foreign currency translation adjustments1.5 2.0 14.5 (11.6)
Other comprehensive income (loss)Other comprehensive income (loss)2.0 2.7 (11.6)(4.7)Other comprehensive income (loss)1.5 2.0 14.5 (11.6)
Comprehensive income (loss)Comprehensive income (loss)$26.0 $43.8 $38.0 $(116.8)Comprehensive income (loss)$3.7 $26.0 $(30.9)$38.0 

See accompanying unaudited Notes to Consolidated Financial Statements.
5

KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
(UNAUDITED)
(In millions)
July 4,
2021		January 3,
2021		July 3,
2022		January 2,
2022
AssetsAssetsAssets
Current AssetsCurrent Assets  Current Assets  
Cash and equivalentsCash and equivalents$64.4 $223.0 Cash and equivalents$133.9 $112.7 
Trade accounts receivable, less allowances of $12.5 and $13.3, respectively1,362.5 1,265.2 
Trade accounts receivable, less allowances of $12.0 and $12.6, respectivelyTrade accounts receivable, less allowances of $12.0 and $12.6, respectively1,497.9 1,423.2 
Prepaid expenses and other current assetsPrepaid expenses and other current assets82.4 61.4 Prepaid expenses and other current assets80.6 52.8 
Assets held for saleAssets held for sale24.6 — 
Total current assetsTotal current assets1,509.3 1,549.6 Total current assets1,737.0 1,588.7 
Noncurrent AssetsNoncurrent AssetsNoncurrent Assets
Property and equipment:Property and equipment:Property and equipment:
Property and equipmentProperty and equipment207.9 222.3 Property and equipment173.3 205.1 
Accumulated depreciationAccumulated depreciation(170.2)(181.3)Accumulated depreciation(147.9)(169.8)
Net property and equipmentNet property and equipment37.7 41.0 Net property and equipment25.4 35.3 
Operating lease right-of-use assetsOperating lease right-of-use assets83.2 83.2 Operating lease right-of-use assets70.1 75.8 
Deferred taxesDeferred taxes302.9 282.0 Deferred taxes298.3 302.8 
Goodwill, netGoodwill, net114.8 3.5 Goodwill, net192.1 114.8 
Investment in Persol HoldingsInvestment in Persol Holdings187.7 164.2 Investment in Persol Holdings— 264.3 
Investment in equity affiliateInvestment in equity affiliate120.0 118.5 Investment in equity affiliate— 123.4 
Other assetsOther assets391.3 319.9 Other assets412.3 389.1 
Total noncurrent assetsTotal noncurrent assets1,237.6 1,012.3 Total noncurrent assets998.2 1,305.5 
Total AssetsTotal Assets$2,746.9 $2,561.9 Total Assets$2,735.2 $2,894.2 

See accompanying unaudited Notes to Consolidated Financial Statements.

6

KELLY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
(UNAUDITED)
(In millions)
July 4,
2021		January 3,
2021		July 3,
2022		January 2,
2022
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity
Current LiabilitiesCurrent Liabilities  Current Liabilities  
Short-term borrowingsShort-term borrowings$0.1 $0.3 Short-term borrowings$— $— 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities612.6 536.8 Accounts payable and accrued liabilities734.7 687.2 
Operating lease liabilitiesOperating lease liabilities19.6 19.6 Operating lease liabilities15.3 17.5 
Accrued payroll and related taxesAccrued payroll and related taxes337.0 293.0 Accrued payroll and related taxes322.4 318.4 
Accrued workers’ compensation and other claimsAccrued workers’ compensation and other claims22.0 22.7 Accrued workers’ compensation and other claims24.4 20.8 
Income and other taxesIncome and other taxes62.6 53.2 Income and other taxes50.5 51.3 
Liabilities held for saleLiabilities held for sale13.7 — 
Total current liabilitiesTotal current liabilities1,053.9 925.6 Total current liabilities1,161.0 1,095.2 
Noncurrent LiabilitiesNoncurrent Liabilities  Noncurrent Liabilities  
Operating lease liabilitiesOperating lease liabilities67.1 67.5 Operating lease liabilities57.7 61.4 
Accrued payroll and related taxesAccrued payroll and related taxes58.5 58.5 Accrued payroll and related taxes— 57.6 
Accrued workers’ compensation and other claimsAccrued workers’ compensation and other claims40.8 42.2 Accrued workers’ compensation and other claims43.4 37.0 
Accrued retirement benefitsAccrued retirement benefits214.6 205.8 Accrued retirement benefits180.2 220.0 
Other long-term liabilitiesOther long-term liabilities68.2 59.3 Other long-term liabilities16.0 86.8 
Total noncurrent liabilitiesTotal noncurrent liabilities449.2 433.3 Total noncurrent liabilities297.3 462.8 
Commitments and contingencies (see Contingencies footnote)Commitments and contingencies (see Contingencies footnote)00Commitments and contingencies (see Contingencies footnote)00
Stockholders’ EquityStockholders’ Equity  Stockholders’ Equity  
Capital stock, $1.00 par valueCapital stock, $1.00 par value  Capital stock, $1.00 par value  
Class A common stock, 100.0 shares authorized; 36.7 shares issued at 2021 and 202036.7 36.7 
Class B common stock, 10.0 shares authorized; 3.4 shares issued at 2021 and 20203.4 3.4 
Class A common stock, 100.0 shares authorized; 35.1 shares issued at 2022 and 36.7 shares issued at 2021Class A common stock, 100.0 shares authorized; 35.1 shares issued at 2022 and 36.7 shares issued at 202135.1 36.7 
Class B common stock, 10.0 shares authorized; 3.4 shares issued at 2022 and 3.4 shares issued at 2021Class B common stock, 10.0 shares authorized; 3.4 shares issued at 2022 and 3.4 shares issued at 20213.4 3.4 
Treasury stock, at costTreasury stock, at cost Treasury stock, at cost 
Class A common stock, 0.7 shares at 2021 and 0.8 shares at 2020(14.7)(16.5)
Class A common stock, 0.6 shares at 2022 and 0.7 shares at 2021Class A common stock, 0.6 shares at 2022 and 0.7 shares at 2021(11.9)(14.5)
Class B common stockClass B common stock(0.6)(0.6)Class B common stock(0.6)(0.6)
Paid-in capitalPaid-in capital22.3 21.3 Paid-in capital24.9 23.9 
Earnings invested in the businessEarnings invested in the business1,212.5 1,162.9 Earnings invested in the business1,239.2 1,315.0 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(15.8)(4.2)Accumulated other comprehensive income (loss)(13.2)(27.7)
Total stockholders’ equityTotal stockholders’ equity1,243.8 1,203.0 Total stockholders’ equity1,276.9 1,336.2 
Total Liabilities and Stockholders’ EquityTotal Liabilities and Stockholders’ Equity$2,746.9 $2,561.9 Total Liabilities and Stockholders’ Equity$2,735.2 $2,894.2 

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 Ended26 Weeks Ended
 July 4,
2021		June 28,
2020		July 4,
2021		June 28,
2020
Capital Stock  
Class A common stock  
Balance at beginning of period$36.7 $36.6 $36.7 $36.6 
Conversions from Class B— — — — 
Balance at end of period36.7 36.6 36.7 36.6 
Class B common stock  
Balance at beginning of period3.4 3.5 3.4 3.5 
Conversions to Class A— — — — 
Balance at end of period3.4 3.5 3.4 3.5 
Treasury Stock  
Class A common stock  
Balance at beginning of period(15.1)(17.4)(16.5)(20.3)
Net issuance of stock awards0.4 0.7 1.8 3.6 
Balance at end of period(14.7)(16.7)(14.7)(16.7)
Class B common stock  
Balance at beginning of period(0.6)(0.6)(0.6)(0.6)
Net issuance of stock awards0 0 0 0 
Balance at end of period(0.6)(0.6)(0.6)(0.6)
Paid-in Capital  
Balance at beginning of period20.6 19.5 21.3 22.5 
Net issuance of stock awards1.7 1.0 1.0 (2.0)
Balance at end of period22.3 20.5 22.3 20.5 
Earnings Invested in the Business  
Balance at beginning of period1,188.5 1,081.7 1,162.9 1,238.6 
Cumulative-effect adjustment, net of tax, from adoption of ASU 2016-13, Credit Losses— — — (0.7)
Net earnings (loss)24.0 41.1 49.6 (112.1)
Dividends0 0 0 (3.0)
Balance at end of period1,212.5 1,122.8 1,212.5 1,122.8 
Accumulated Other Comprehensive Income (Loss)  
Balance at beginning of period(17.8)(23.2)(4.2)(15.8)
Other comprehensive income (loss), net of tax2.0 2.7 (11.6)(4.7)
Balance at end of period(15.8)(20.5)(15.8)(20.5)
Stockholders’ Equity at end of period$1,243.8 $1,145.6 $1,243.8 $1,145.6 

 13 Weeks Ended26 Weeks Ended
 July 3,
2022		July 4,
2021		July 3,
2022		July 4,
2021
Capital Stock  
Class A common stock  
Balance at beginning of period$35.1 $36.7 $36.7 $36.7 
Conversions from Class B— — — — 
Share retirement— — (1.6)— 
Balance at end of period35.1 36.7 35.1 36.7 
Class B common stock  
Balance at beginning of period3.4 3.4 3.4 3.4 
Conversions to Class A— — — — 
Balance at end of period3.4 3.4 3.4 3.4 
Treasury Stock  
Class A common stock  
Balance at beginning of period(12.4)(15.1)(14.5)(16.5)
Net issuance of stock awards0.5 0.4 2.6 1.8 
Balance at end of period(11.9)(14.7)(11.9)(14.7)
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 period22.8 20.6 23.9 21.3 
Net issuance of stock awards2.1 1.7 1.0 1.0 
Balance at end of period24.9 22.3 24.9 22.3 
Earnings Invested in the Business  
Balance at beginning of period1,239.9 1,188.5 1,315.0 1,162.9 
Net earnings (loss)2.2 24.0 (45.4)49.6 
Dividends(2.9)— (4.8)— 
Share retirement— — (25.6)— 
Balance at end of period1,239.2 1,212.5 1,239.2 1,212.5 
Accumulated Other Comprehensive Income (Loss)  
Balance at beginning of period(14.7)(17.8)(27.7)(4.2)
Other comprehensive income (loss), net of tax1.5 2.0 14.5 (11.6)
Balance at end of period(13.2)(15.8)(13.2)(15.8)
Stockholders’ Equity at end of period$1,276.9 $1,243.8 $1,276.9 $1,243.8 

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
 July 4,
2021		June 28,
2020
Cash flows from operating activities:  
Net earnings (loss)$49.6 $(112.1)
Adjustments to reconcile net earnings (loss) to net cash from operating activities:  
Goodwill impairment charge0 147.7 
Deferred income taxes on goodwill impairment charge0 (23.0)
Depreciation and amortization14.1 12.0 
Operating lease asset amortization10.7 10.5 
Provision for credit losses and sales allowances0 0.1 
Stock-based compensation2.8 2.4 
(Gain) loss on investment in Persol Holdings(36.3)48.2 
Gain on sale of assets0 (32.1)
Equity in net (earnings) loss of PersolKelly Pte. Ltd.(0.6)2.8 
Other, net2.2 0.8 
Changes in operating assets and liabilities, net of acquisitions5.1 120.8 
Net cash from operating activities47.6 178.1 
Cash flows from investing activities:  
Capital expenditures(4.9)(7.7)
Proceeds from sale of assets0 55.5 
Acquisition of companies, net of cash received(219.0)(36.4)
Proceeds (payments) related to loans with equity affiliate5.8 0 
Proceeds from company-owned life insurance10.4 2.3 
Proceeds from (investment in) equity securities5.0 0 
Other investing activities1.0 (0.4)
Net cash (used in) from investing activities(201.7)13.3 
Cash flows from financing activities:  
Net change in short-term borrowings(0.1)(1.4)
Financing lease payments(0.3)(0.6)
Payments of tax withholding for stock awards(0.6)(1.1)
Dividend payments0 (3.0)
  Other financing activities0 (0.1)
Net cash used in financing activities(1.0)(6.2)
Effect of exchange rates on cash, cash equivalents and restricted cash(2.3)5.7 
Net change in cash, cash equivalents and restricted cash(157.4)190.9 
Cash, cash equivalents and restricted cash at beginning of period228.1 31.0 
Cash, cash equivalents and restricted cash at end of period (1)
$70.7 $221.9 


 26 Weeks Ended
 July 3,
2022		July 4,
2021
Cash flows from operating activities:  
Net earnings (loss)$(45.4)$49.6 
Adjustments to reconcile net earnings (loss) to net cash from operating activities:  
Impairment of assets held for sale18.5 — 
Depreciation and amortization16.1 14.1 
Operating lease asset amortization9.8 10.7 
Provision for credit losses and sales allowances1.3 — 
Stock-based compensation3.8 2.8 
(Gain) loss on investment in Persol Holdings67.2 (36.3)
Loss on currency translation from liquidation of subsidiary20.4 — 
Gain on foreign currency remeasurement(5.5)— 
Gain on sale of assets(5.3)— 
Equity in net (earnings) loss of PersolKelly Pte. Ltd.(0.8)(0.6)
Other, net2.9 2.2 
Changes in operating assets and liabilities, net of acquisitions(190.3)5.1 
Net cash (used in) from operating activities(107.3)47.6 
Cash flows from investing activities:  
Capital expenditures(3.5)(4.9)
Proceeds from sale of assets4.5 — 
Acquisition of companies, net of cash received(143.1)(219.0)
Proceeds from company-owned life insurance1.5 10.4 
Proceeds from sale of Persol Holdings investment196.9 — 
Proceeds from sale of equity method investment119.5 — 
Proceeds related to loans with equity affiliate— 5.8 
Proceeds from equity securities— 5.0 
Other investing activities(0.2)1.0 
Net cash from (used in) investing activities175.6 (201.7)
Cash flows from financing activities:  
Net change in short-term borrowings— (0.1)
Financing lease payments(0.4)(0.3)
Dividend payments(4.8)— 
Payments of tax withholding for stock awards(0.8)(0.6)
Buyback of common shares(27.2)— 
Contingent consideration payments(0.7)— 
Net cash used in financing activities(33.9)(1.0)
Effect of exchange rates on cash, cash equivalents and restricted cash0.1 (2.3)
Net change in cash, cash equivalents and restricted cash34.5 (157.4)
Cash, cash equivalents and restricted cash at beginning of period119.5 228.1 
Cash, cash equivalents and restricted cash at end of period (1)
$154.0 $70.7 

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 Ended26 Weeks Ended
July 4,
2021		June 28,
2020		July 3,
2022		July 4,
2021
Reconciliation of cash, cash equivalents and restricted cash:Reconciliation of cash, cash equivalents and restricted cash:Reconciliation of cash, cash equivalents and restricted cash:
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$64.4 $216.2 Cash and cash equivalents$133.9 $64.4 
Cash included in assets held for saleCash included in assets held for sale12.2 — 
Restricted cash included in prepaid expenses and other current assetsRestricted cash included in prepaid expenses and other current assets0.1 0.5 Restricted cash included in prepaid expenses and other current assets0.6 0.1 
Noncurrent assets:Noncurrent assets:Noncurrent assets:
Restricted cash included in other assetsRestricted cash included in other assets6.2 5.2 Restricted cash included in other assets7.3 6.2 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$70.7 $221.9 Cash, cash equivalents and restricted cash at end of period$154.0 $70.7 

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 January 3, 2021,2, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18,17, 2022 (the 2021 (the 2020 consolidated financial statements). There were no changes in accounting policies as disclosed in the Form 10-K, with the exception of those described in the New Accounting Pronouncements footnote. The Company’s second fiscal quarter ended on July 3, 2022 (2022) and July 4, 2021 (2021) and June 28, 2020 (2020), each of which contained 13 weeks. The corresponding June year to dateyear-to-date periods for 20212022 and 20202021 each contained 26 weeks.

As discussed in the Segment Disclosures footnote, the Company changed its reportable segments during the third quarter of 2020. As a result, certainCertain reclassifications have been made to the prior year's consolidated financial statements for the second quarter of 2020 and June year to date 2020 to conform to our updated reportable segmentthe current year's presentation.


11
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
2.  Revenue
Revenue Disaggregated by Service Type

Kelly has five specialtyoperating 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):

Second QuarterJune Year to DateSecond QuarterJune Year to Date
20212020202120202022202120222021
Professional & IndustrialProfessional & IndustrialProfessional & Industrial
Staffing servicesStaffing services$359.8 $300.6 $712.3 $689.0 Staffing services$309.5 $359.8 $644.4 $712.3 
Permanent placementPermanent placement5.3 1.7 10.2 4.7 Permanent placement7.7 5.3 17.9 10.2 
Outcome-based servicesOutcome-based services101.4 104.1 211.6 206.5 Outcome-based services98.6 101.4 197.8 211.6 
Total Professional & IndustrialTotal Professional & Industrial466.5 406.4 934.1 900.2 Total Professional & Industrial415.8 466.5 860.1 934.1 
Science, Engineering & TechnologyScience, Engineering & TechnologyScience, Engineering & Technology
Staffing servicesStaffing services212.9 181.6 399.1 380.8 Staffing services223.1 212.9 443.7 399.1 
Permanent placementPermanent placement6.1 2.5 10.9 5.9 Permanent placement8.5 6.1 16.5 10.9 
Outcome-based servicesOutcome-based services79.2 63.2 142.9 130.8 Outcome-based services92.7 79.2 181.2 142.9 
Total Science, Engineering & TechnologyTotal Science, Engineering & Technology298.2 247.3 552.9 517.5 Total Science, Engineering & Technology324.3 298.2 641.4 552.9 
EducationEducationEducation
Staffing servicesStaffing services104.1 25.1 214.9 167.5 Staffing services152.5 104.1 324.4 214.9 
Permanent placementPermanent placement1.8 0 2.6 0.1 Permanent placement3.0 1.8 4.5 2.6 
Total EducationTotal Education105.9 25.1 217.5 167.6 Total Education155.5 105.9 328.9 217.5 
Outsourcing & ConsultingOutsourcing & ConsultingOutsourcing & Consulting
Talent solutionsTalent solutions107.3 83.6 206.6 173.1 Talent solutions124.4 107.3 233.5 206.6 
Total Outsourcing & ConsultingTotal Outsourcing & Consulting107.3 83.6 206.6 173.1 Total Outsourcing & Consulting124.4 107.3 233.5 206.6 
InternationalInternationalInternational
Staffing servicesStaffing services272.0 209.6 537.6 469.1 Staffing services237.2 272.0 478.9 537.6 
Permanent placementPermanent placement5.4 3.4 10.9 9.1 Permanent placement5.6 5.4 12.5 10.9 
Talent solutionsTalent solutions3.0 0 4.8 0 Talent solutions4.8 3.0 9.0 4.8 
Total InternationalTotal International280.4 213.0 553.3 478.2 Total International247.6 280.4 500.4 553.3 
Total IntersegmentTotal Intersegment(0.2)(0.1)(0.4)(0.2)Total Intersegment(0.3)(0.2)(0.6)(0.4)
Total Revenue from ServicesTotal Revenue from Services$1,258.1 $975.3 $2,464.0 $2,236.4 Total Revenue from Services$1,267.3 $1,258.1 $2,563.7 $2,464.0 

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. The International segment includes Europe and our Brazil and Mexico operations, which are included in the Americas region. Our Brazil operations were sold in August 2020 (see Acquisitionsregion, and Disposition footnote).Europe.

The below table presents our revenues disaggregated by geography (in millions of dollars):

Second QuarterJune Year to DateSecond QuarterJune Year to Date
20212020202120202022202120222021
AmericasAmericasAmericas
United StatesUnited States$894.6 $700.1 $1,753.1 $1,628.6 United States$928.9 $894.6 $1,885.5 $1,753.1 
CanadaCanada39.5 25.6 73.6 58.4 Canada40.3 39.5 79.4 73.6 
Puerto RicoPuerto Rico28.9 26.9 56.5 51.1 
MexicoMexico33.1 22.5 67.7 51.2 Mexico11.2 33.1 21.5 67.7 
Puerto Rico26.9 20.0 51.1 37.7 
Brazil0 6.1 0 15.2 
Total Americas RegionTotal Americas Region994.1 774.3 1,945.5 1,791.1 Total Americas Region1,009.3 994.1 2,042.9 1,945.5 
EuropeEuropeEurope
SwitzerlandSwitzerland55.3 54.0 110.3 106.7 
FranceFrance57.5 39.9 111.8 92.4 France50.4 57.5 105.0 111.8 
Switzerland54.0 47.4 106.7 91.6 
PortugalPortugal40.6 23.8 84.3 67.4 Portugal42.0 40.6 83.9 84.3 
RussiaRussia33.7 29.3 66.3 61.4 Russia28.7 33.7 58.4 66.3 
ItalyItaly19.4 13.3 37.5 28.0 Italy18.4 19.4 37.9 37.5 
United KingdomUnited Kingdom17.7 17.8 34.7 40.1 United Kingdom16.0 17.7 31.0 34.7 
Germany8.5 7.1 15.6 15.1 
Ireland6.3 4.1 11.4 9.1 
OtherOther17.0 11.5 32.6 26.7 Other35.7 31.8 72.0 59.6 
Total Europe RegionTotal Europe Region254.7 194.2 500.9 431.8 Total Europe Region246.5 254.7 498.5 500.9 
Total Asia-Pacific RegionTotal Asia-Pacific Region9.3 6.8 17.6 13.5 Total Asia-Pacific Region11.5 9.3 22.3 17.6 
Total Kelly Services, Inc.Total Kelly Services, Inc.$1,258.1 $975.3 $2,464.0 $2,236.4 Total Kelly Services, Inc.$1,267.3 $1,258.1 $2,563.7 $2,464.0 



















13
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)

The below table presents our SET, OCG and International segment revenues disaggregated by geographic region (in millions of dollars):

Second QuarterJune Year to DateSecond QuarterJune Year to Date
20212020202120202022202120222021
Science, Engineering & TechnologyScience, Engineering & TechnologyScience, Engineering & Technology
AmericasAmericas$296.6 $246.1 $549.8 $514.5 Americas$320.4 $296.6 $634.2 $549.8 
EuropeEurope1.6 1.2 3.1 3.0 Europe3.9 1.6 7.2 3.1 
Total Science, Engineering & TechnologyTotal Science, Engineering & Technology$298.2 $247.3 $552.9 $517.5 Total Science, Engineering & Technology$324.3 $298.2 $641.4 $552.9 
Outsourcing & ConsultingOutsourcing & ConsultingOutsourcing & Consulting
AmericasAmericas$92.6 $68.4 $177.4 $143.0 Americas$107.1 $92.6 $199.4 $177.4 
EuropeEurope5.5 8.3 11.7 16.5 Europe5.8 5.5 11.8 11.7 
Asia-PacificAsia-Pacific9.2 6.9 17.5 13.6 Asia-Pacific11.5 9.2 22.3 17.5 
Total Outsourcing & ConsultingTotal Outsourcing & Consulting$107.3 $83.6 $206.6 $173.1 Total Outsourcing & Consulting$124.4 $107.3 $233.5 $206.6 
InternationalInternationalInternational
AmericasAmericas$32.8 $28.4 $67.1 $66.0 Americas$10.8 $32.8 $20.9 $67.1 
EuropeEurope247.6 184.6 486.2 412.2 Europe236.8 247.6 479.5 486.2 
Total InternationalTotal International$280.4 $213.0 $553.3 $478.2 Total International$247.6 $280.4 $500.4 $553.3 

Deferred Costs

Deferred sales commissions, which are included in other assets in the consolidated balance sheet, were $0.9 million as of second quarter-end 2021 and $1.0 million as of year-end 2020. Amortization expense for the deferred costs for the second quarter and June year to date 2021 was $0.2 million and $0.4 million, respectively. Amortization expense for the deferred costs for the second quarter and June year to date 2020 was $0.3 million and $0.6 million, respectively.

Deferred fulfillment costs, which are included in prepaid expenses and other current assets in the consolidated balance sheet, were $2.0$3.1 million as of second quarter-end 20212022 and $4.1$1.3 million as of year-end 2020.2021. Amortization expense for the deferred costs for the second quarter and June year to date 2021year-to-date 2022 was $5.2$1.9 million and $12.1$3.8 million, respectively. Amortization expense for the deferred costs for the second quarter and June year to date 2020year-to-date 2021 was $4.8$5.2 million and $9.6 $12.1 million, respectively.

3. Credit Losses
On December 30, 2019, we adopted Accounting Standards Codification ("ASC") Topic 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures, as applicable.

14
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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 DateJune Year to Date
2021202020222021
Allowance for credit losses:Allowance for credit losses:Allowance for credit losses:
Beginning balanceBeginning balance$9.8 $9.7 Beginning balance$9.4 $9.8 
Impact of adopting ASC 3260 0.3 
Current period provisionCurrent period provision(0.2)0.4 Current period provision0.9 (0.2)
Currency exchange effectsCurrency exchange effects0.1 (0.4)Currency exchange effects(0.3)0.1 
Write-offsWrite-offs(0.8)(0.7)Write-offs(1.6)(0.8)
Ending balanceEnding balance$8.9 $9.3 Ending balance$8.4 $8.9 

Write-offs are presented net of recoveries, which were not material for June year to date 2021year-to-date 2022 and 2020.2021.

We arewere engaged in litigation with a customer over a disputed accounts receivable balance of approximately $10 million for certain services rendered more than five years ago, which iswas recorded as a long-term receivable in other assets in the consolidated balance sheet. In September 2020,sheet as of second quarter-end 2021. The related allowance for credit losses on this long-term customer receivable was $10.9 million and represented the likelihood of collection as of second quarter-end 2021. Based on a final ruling was issuedin the case in favor of the customer, which we have appealed. Upon receivingwrote off the ruling, we increased our allowance for credit losses by $9.2 million to reflect the likelihood of collection, which is recorded in other assetsentire receivable balance in the consolidated balance sheet.

The rollforwardthird quarter of our allowance for credit losses related to the long-term customer receivable, which is recorded in other assets in the consolidated balance sheet, is as follows (in millions of dollars):
June Year to Date
20212020
Allowance for credit losses:
Beginning balance$10.9 $1.0 
  Impact of adopting ASC 3260 0.7 
  Current period provision0 0 
  Currency exchange effects0 0 
Ending Balance$10.9 $1.7 

We are also exposed to credit losses for other receivables measured at amortized cost, including the working capital adjustment receivable for Softworld (see Acquisitions and Disposition footnote).2021. No other allowancesallowances related to the working capital adjustment receivable or other receivables were material for second quarter-end 2021.2022.

14
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
4.  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 Disposition
Acquisitions

Rocket Power Ops LLC (collectively, "RocketPower"), as detailed below. In the second quarter of 2021, the Company acquired Softworld, Inc. ("Softworld"), as detailed below. In

Pediatric Therapeutic Services

On May 2, 2022, KSU acquired 100% of the firstmembership 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 will expand Kelly Education's K-12 solution offering in the education staffing market and serve 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 includes $1.1 million of additional consideration that is payable to the seller by the end of 2022 related to employee retention credits. The total consideration is as follows (in millions of dollars):

Cash consideration paid$85.7 
Additional consideration payable1.1 
Total consideration$86.8 

Due to the limited amount of time that has passed since acquiring PTS, 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$0.9 
Trade accounts receivable10.0 
Prepaid expenses and other current assets1.6 
Net property and equipment0.4 
Goodwill36.3 
Intangibles40.3 
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 will be amortized over 15 years with no residual value, trade names will be amortized over 15 years with no residual value, and the non-compete agreements will be 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 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 second quarter and June year-to-date 2022 included $7.2 million and $0.9 million, respectively, from PTS. Pro forma results of 2020, Kelly Services USA, LLC ("KSU"),operations for this acquisition have not been presented as the acquisition does not have a wholly owned subsidiarymaterial impact to the consolidated statements of earnings.

RocketPower

On March 7, 2022, the Company acquired Insight Workforce Solutions LLC100% of the issued and its affiliate, Insight EDU LLC (collectively, "Insight"),outstanding membership interests of RocketPower for a purchase price of $59.3 million. RocketPower is a leading provider of RPO and other outsourced talent solutions to U.S. high-
15
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
tech companies. This acquisition will expand OCG's RPO solution and delivery offering and enhance 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 includes $1.1 million of additional consideration that is payable to the seller in 2023 related to employee retention credits and contingent consideration with an 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 Fair Value Measurements footnote). The earnout is expected to be paid in 2023 and 2024 after each earn-out year pursuant to the terms of the purchase agreement. The total consideration is as detailed below. In the fourth quarterfollows (in millions of 2020, KSU acquired Greenwood/Asher & Associates, LLC ("Greenwood/Asher"), as detailed below.dollars):

Cash consideration paid$61.8 
Additional consideration payable1.1 
Contingent consideration0.6 
Total consideration$63.5 

Due to the limited amount of time that has passed since acquiring RocketPower, 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$3.5 
Trade accounts receivable6.9 
Prepaid expenses and other current assets1.8 
Net property and equipment0.1 
Goodwill41.0 
Intangibles15.8 
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 will be amortized over three years with no residual value, trade names will be amortized over 10 years with no residual value, and the non-compete agreements will be 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 (see Goodwill footnote). The amount of goodwill expected to be deductible for tax purposes is approximately $28.0 million.

RocketPower's results of operations are included in the OCG segment in 2022 on a one-month lag, accordingly our first quarter 2022 consolidated revenues and earnings from operations did not include any results from RocketPower. Our consolidated revenues and earnings from operations for the second quarter and June year-to-date 2022 included $11.5 million and $1.0 million, 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.

16
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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, insurance, retail and IT consulting. This acquisition willis 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
15
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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 includes $2.6 million of additional consideration that is payable to the seller in 2022. TheIn the third quarter of 2021, the Company recordedreceived cash for a post-close receivable for a working capital adjustment of $6.0 million, which is included in prepaid expenses and other current assets in the consolidated balance sheet. There are no expected credit losses associated with the receivable as of second quarter-end 2021.million. The total consideration is as follows (in millions of dollars):

Cash consideration paid$220.4 
Additional consideration payable2.6 
Net working capital adjustment(6.0)
Total consideration$217.0 

Due to the limited amountAs of time that has passed since acquiring Softworld,first quarter-end 2022, 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$1.4 
Trade accounts receivable21.6 
Prepaid expenses and other current assets3.3 
Net property and equipment1.2 
Operating lease right-of-use assets7.6 
Non-current deferred tax5.9 
Goodwill111.3 
Intangibles79.4 
Other assets, noncurrent1.2 
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 names and trademarks, and $1.4 million for non-compete agreements. The customer relationships and trade names and trademarks will be amortized over 10 years with no residual value and the non-compete agreements will be amortized over five years with no residual value.final. 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.

Softworld's results of operations are included in the SET segment in 2021. Our consolidated revenues and net earnings for the second quarter and June year to date 2021 included $30.4 million and $1.7 million, respectively, from Softworld. The date of the acquisition was the first day of our second quarter, therefore, our first quarter results do not include any revenue or earnings from Softworld.




16
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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):

Second QuarterJune Year to Date
2021202020212020
Pro forma revenues$1,258.1 $1,001.3 $2,495.2 $2,290.6 
Pro forma net earnings (loss)$24.0 $42.0 $51.2 $(112.8)

Due to the date of the acquisition, the second quarter 2021 pro forma results reflect actual results for the period. The pro forma results for June year to date 2021 and 2020 reflect amortization of the intangible assets of $2.0 million per quarter, a non-recurring adjustment to reclassify $1.3 million of transaction expenses from June year to date 2021 to June year to date 2020 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 acquisitions occurred on the assumed date, nor is it necessarily an indication of future operating results.

Greenwood/Asher

On November 18, 2020, KSU acquired 100% of the membership interests of Greenwood/Asher, a premier specialty education executive search firm in the U.S., for a purchase price of $3.5 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Greenwood/Asher at the closing date and estimated working capital adjustments resulting in the Company paying cash of $5.2 million. The purchase price of the acquisition also included contingent consideration with an estimated fair value of $2.1 million related to an earnout payment in the event certain conditions are met per the terms of the agreement. The initial fair value of the earnout was established using a Black Scholes model and the liability is recorded in accounts payable and accrued liabilities and other noncurrent liabilities in the consolidated balance sheet (see Fair Value Measurements footnote). Subsequently, the earnout was revalued, resulting in a decrease to the liability of $0.4 million in the first quarter of 2021. The earnout is expected to be paid in 2022 and 2023 after each earnout year pursuant to the terms of the purchase agreement. The purchase price allocation for this acquisition is preliminary and could change.

Goodwill generated from the acquisition was primarily attributable to the expected synergies from combining operations and expanding market potential, and was assigned to the Education reporting unit (see Goodwill footnote). The amount of goodwill expected to be deductible for tax purposes is approximately $0.9 million.

Insight

On January 14, 2020, KSU acquired 100% of the membership interests of Insight, an educational staffing company in the U.S., for a purchase price of $34.5 million. Under terms of the purchase agreement, the purchase price was adjusted for cash held by Insight at the closing date and estimated working capital adjustments resulting in the Company paying cash of $38.1 million. The purchase price of the acquisition also included contingent consideration with an estimated fair value of $1.6 million related to an earnout payment in the event certain conditions are met per the terms of the agreement. The initial fair value of the earnout was established using a Monte Carlo simulation and the liability is recorded in accounts payable and accrued liabilities in the consolidated balance sheet (see Fair Value Measurements footnote). Subsequently, the earnout was revalued, resulting in a net increase to the liability of $0.1 million in 2020 and a further increase of $0.1 million in the second quarter of 2021, and is expected to be paid in the third quarter of 2021. In the second quarter of 2020, the Company paid a working capital adjustment of $0.1 million. As of year-end 2020, the purchase price allocation for this acquisition is final.

Goodwill generated from the acquisition was primarily attributable to the expected synergies from combining operations and expanding market potential, and was assigned to the former Americas Staffing reporting unit. The goodwill related to this acquisition was included in the goodwill impairment charge taken in the first quarter of 2020. The goodwill impairment charge resulted from an interim goodwill impairment test triggered by declines in our common stock price as a result of negative market reaction to the COVID-19 crisis (see Goodwill footnote). The amount of goodwill expected to be deductible for tax purposes is approximately $18.6 million.

17
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Disposition

On August 18, 2020, the Company sold its Brazil operations for a purchase price of $1.4 million. The Company received cash proceeds of $1.2 million, net of cash disposed. As a part of the transaction, the Company has agreed to indemnify the buyer for losses and costs incurred in connection with certain events or occurrences initiated within a six-year period after closing. The aggregate losses for which the Company will provide indemnification shall not exceed $8.8 million. Accordingly, the Company recorded an indemnification liability of $2.5 million in other long-term liabilities in the consolidated balance sheet, which represented the fair value of the liability at the time of disposition (see Fair Value Measurements footnote) and completely offset the gain on the sale.

5. Investment in Persol Holdings
ThePrior to February 2022, the Company hashad 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.

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 iswas a noncontrolling interest in Persol Holdings, thisthe investment iswas recorded at fair value based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange asthrough the date of the period endtransaction (see Fair Value Measurements footnote). AThe $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. The gain on the investment of $6.3 million and $36.3 million in the second quarter and June year to dateyear-to-date 2021, respectively, a gain on the investment of $29.6 million and a loss on the investment of $48.2 million in the second quarter and June year to date 2020, respectively, 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.

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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
6.  Investment in PersolKelly Pte. Ltd.

ThePrior to February 2022, the Company hashad a 49% ownership interest in the JV (see Investment in Persol Holdings footnote above), a staffing services business operating in 10 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 arewere accounted for on a one-quarter lag under the equity method and arewere reported in equity in net earnings (loss) of affiliate in the consolidated statements of earnings which amounted to a gainthrough the date of the sale. Such amounts were earnings of $0.8 million in June year-to-date 2022, representing the results through the date of the sale, and earnings of $1.7 million and $0.6 million in the second quarter and June year to dateyear-to-date 2021, respectively, andrespectively.

After the sale, the Company has a loss of $1.3 million and $2.8 million2.5% ownership interest in the second quarterJV and June year to date 2020, respectively. Thisdiscontinued its use of equity method accounting. The remaining investment is evaluatedaccounted for indicators of impairment on a quarterly basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If we conclude that there isas an other-than-temporary impairment of this equity investment we will adjust the carrying amount of thewithout a readily determinable fair value (see Fair Value Measurements footnote). The equity investment, to the current fair value.
The investmentincluded in equity affiliateother assets on the Company’s consolidated balance sheet, totaled $120.0$6.4 million as of second quarter-end 20212022 and $118.5the investment in equity affiliate on the Company's consolidated balance sheet totaled $123.4 million as of year-end 2020. The net amount due to the JV, a related party, was not material as of the second quarter-end 2021 and the net amount due from the JV was $5.6 million as of year-end 2020. The Company made loans in prior years, proportionate to its 49% ownership, to the JV to fund working capital requirements as a result of its sustained revenue growth. In April 2021, the Company received $5.8 million from the JV for the outstanding balance of the loan. As of second quarter-end 2021, there is no outstanding loan balance or accrued interest receivable relating to the loan. Accrued interest receivable, which is included in prepaid expenses and other current assets in the consolidated balance sheet, was not material at year-end 2020. The JV is a supplier to certain MSP programs in the region and the amounts for services provided to the Company, which are included in accounts payable and accrued liabilities in the consolidated balance sheet, are not material.2021.

On April 1, 2020, 100% of the shares of Kelly Services Australia Pty Ltd and Kelly Services (New Zealand) Limited, both subsidiaries of the JV, were sold to an affiliate of Persol Holdings. The JV received proceeds of $17.5 million upon the sale and the Company received a direct royalty payment of $0.7 million.

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 second quarter-end 20212022 and year-end 20202021 in the consolidated balance sheet by fair value hierarchy level, as described below.

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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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 2021 As of Second Quarter-End 2022
DescriptionDescriptionTotalLevel 1Level 2Level 3DescriptionTotalLevel 1Level 2Level 3
(In millions of dollars) (In millions of dollars)
Money market fundsMoney market funds$6.1 $6.1 $0 $0 Money market funds$51.2 $51.2 $— $— 
Investment in Persol HoldingsInvestment in Persol Holdings187.7 187.7 0 0 Investment in Persol Holdings— — — — 
Total assets at fair valueTotal assets at fair value$193.8 $193.8 $0 $0 Total assets at fair value$51.2 $51.2 $— $— 
Brazil indemnificationBrazil indemnification$(2.7)$0 $0 $(2.7)Brazil indemnification$(3.3)$— $— $(3.3)
Greenwood/Asher earnoutGreenwood/Asher earnout(1.7)0 0 (1.7)Greenwood/Asher earnout(3.0)— — (3.0)
Insight earnout(1.8)0 0 (1.8)
RocketPower earnoutRocketPower earnout(0.6)— — (0.6)
Total liabilities at fair valueTotal liabilities at fair value$(6.2)$0 $0 $(6.2)Total liabilities at fair value$(6.9)$— $— $(6.9)
 As of Year-End 2020
DescriptionTotalLevel 1Level 2Level 3
 (In millions of dollars)
Money market funds$120.3 $120.3 $0 $0 
Investment in Persol Holdings164.2 164.2 0 0 
Total assets at fair value$284.5 $284.5 $0 $0 
Brazil indemnification$(2.6)$0 $0 $(2.6)
Greenwood/Asher earnout(2.1)0 0 (2.1)
Insight earnout(1.7)0 0 (1.7)
Total liabilities at fair value$(6.4)$0 $0 $(6.4)
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
 As of Year-End 2021
DescriptionTotalLevel 1Level 2Level 3
 (In millions of dollars)
Money market funds$96.3 $96.3 $— $— 
Investment in Persol Holdings264.3 264.3 — — 
Total assets at fair value$360.6 $360.6 $— $— 
Brazil indemnification$(2.4)$— $— $(2.4)
Greenwood/Asher earnout(4.6)— — (4.6)
Total liabilities at fair value$(7.0)$— $— $(7.0)

Money market funds represent investments in money market funds that hold government securities, of which $6.1$7.3 million as of second quarter-end 20212022 and $5.1$6.5 million as of year-end 2020,2021 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 second quarter-end 2022 and year-end 20202021 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.

On February 15, 2022, Kelly Services Japan, Inc. sold the investment in the common stock of Persol Holdings in an open-market transaction. The valuation of the investment in Persol Holdings iswas based on the quoted market price of Persol Holdings stock on the Tokyo Stock Exchange as of the period end,year-end 2021, and the related changes in fair value arewere recorded in the consolidated statements of earnings (see Investment in Persol Holdings footnote). The cost of this yen-denominated investment, which fluctuatesfluctuated based on foreign exchange rates, was $18.7 million as of the second quarter-end 2021 and $20.1$18.0 million at year-end 2020.2021.

As of second quarter-end 20212022 and year-end 2020,2021, the Company had an indemnification liability of $2.7$3.3 million and $2.6$2.4 million, respectively, in other long-term liabilities onin the consolidated balance sheet related to the 2020 sale of the Brazil operations (see Acquisitionsoperations. As part of the sale, the Company agreed to indemnify the buyer for losses and Disposition footnote).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 yearthe second quarter of 2022, the Company reassessed the value of the indemnification liability and determined that it was necessary to date 2021,record an increase to the liability of $0.8 million. Additionally, during year-to-date 2022, the Company recognized an increase of $0.1 million to the indemnification liability related to exchange rate fluctuations in other income (expense), net in the consolidated statements of earnings.
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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
The Company recorded an earnout liability relating to the 2020 acquisition of Insight, totaling $1.8 million at second quarter-end 2021 and $1.7 million at year-end 2020 in accounts payable and accrued liabilities in the consolidated balance sheet (see Acquisitions and Disposition footnote). The valuation of the earnout liability was initially established using a Monte Carlo simulation and represents the fair value and is considered a Level 3 liability.

The Company recorded an earnout liability relating to the 2020 acquisition of Greenwood/Asher, totaling $1.7$3.0 million at second quarter-end 20212022 in accounts payable and accrued liabilities and $4.6 million at year-end 2021 with $2.3 million in accounts payable and accrued liabilities and $2.3 million in other long-term liabilities in the consolidated balance sheetsheet. The initial valuation of the earnout liability was established using a Black Scholes model and $2.1represented the fair value and is considered a Level 3 liability. 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 of the payment is reflected as a financing activity representing the initial fair value of year-end 2020the earnout, with the remainder flowing through operating activities. During the second quarter of 2022, the Company reassessed the value of the indemnification liability and determined it was necessary to record an increase to the liability of $0.7 million.

The Company recorded an earnout liability relating to the 2022 acquisition of RocketPower, totaling $0.6 million at second quarter-end 2022 with $0.5 million in accounts payable and accrued liabilities and $0.1 million in other long-term liabilities in the consolidated balance sheet (see Acquisitions and Disposition footnote). The maximum total cash payments which may be due related to the earnout liability is $31.8 million. The initial valuation of the earnout liability was established using a Black Scholes model and represents the fair value and is considered a Level 3 liability. During year to date 2021, the Company recorded a reduction of $0.4 million to the earnout liability in selling, general & administrative ("SG&A") expenses in the consolidated statements of earnings.

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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 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 second quarter-end 2022, 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. ThisThe investment was also 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.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 canceled upon approval of the merger and resulted in the receipt of $5.0 million in cash, which iswas 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, and year-end 2020, the investment had a carrying value of $1.4 million, representing total cost plus observable price changes to date. TheIn 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 year to date consolidated statements of earnings.

Assets Measured at Fair Value on a Nonrecurring Basis

8. Restructuring
Due to the negative market reaction to the COVID-19 crisis, including declines in our common stock price, management determined that a triggering event occurred duringIn the first quarter of 2020. We therefore performed an interim step one quantitative impairment test for both of our previous reporting units with goodwill. As a result of this quantitative assessment, we determined that2022, the estimated fair value of the reporting units no longer exceeded the carrying value, and recorded a goodwill impairment charge of $147.7 million in the first quarter of 2020 (see Goodwill footnote).

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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
8. Restructuring
Company took restructuring actions designed to increase efficiency. There were no restructuring charges incurred forin the second quarter of 2022 or June year-to-date 2021. In the first quarter of 2020, the Company took restructuring actions to align costs with expected revenues, position the organization to adopt a new operating model in the third quarter of 2020 and to align the U.S. branch network facilities footprint with a more technology-enabled service delivery methodology.

Restructuring costs incurred in June year-to-date 2020the first quarter of 2022 totaled $8.5$1.7 million and were recorded entirely in SG&A expenses in the consolidated statements of earnings, as detailed below (in millions of dollars):
Lease
Termination Costs		Severance CostsTotalSeverance CostsLease Termination CostsTotal
Professional & IndustrialProfessional & Industrial$3.5 $0.9 $4.4 Professional & Industrial$0.1 $0.2 $0.3 
Science, Engineering & Technology0.5 0 0.5 
EducationEducation0.1 0.7 0.8 Education0.4 — 0.4 
Outsourcing & ConsultingOutsourcing & Consulting0.2 — 0.2 
International0.7 0.4 1.1 
CorporateCorporate0 1.7 1.7 Corporate0.8 — 0.8 
TotalTotal$4.8 $3.7 $8.5 Total$1.5 $0.2 $1.7 

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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
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 20202021$3.52.9 
Additions charged to Professional & Industrial0.3 
Additions charged to Outsourcing & Consulting0.2 
Additions charged to Education0.4 
Additions charged to Corporate
0.8 
Reductions for cash payments related to all restructuring activities(2.0)
Balance as of first quarter-end 202120221.52.6 
Reductions for cash payments related to all restructuring activities(0.9)(1.1)
Accrual adjustments(0.2)
Balance as of second quarter-end 20212022$0.61.3 

The remaining balance of $0.6$1.3 million as of second quarter-end 20212022 primarily represents severance costs, and the majority is expected to be paid by the end of 2021.year-end 2022. No material adjustments are expected to be recorded.

9. Goodwill
The Company performs its annual goodwill impairment testingchanges 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. Duringcarrying amount of goodwill as of June year-to-date 2022 are included in the table below. The goodwill resulting from the acquisition of RocketPower during the first quarter of 2020, negative market reaction2022 was allocated to the COVID-19 crisis, including declines in our common stock price, caused our market capitalization to decline significantly comparedOCG reportable segment and the goodwill resulting from the acquisition of PTS during the second quarter of 2022 was allocated to the fourth quarter of 2019, causing a triggering event. Therefore, we performed an interim step one quantitative test for our previous reporting units with goodwill, Americas Staffing and GTS, and determined that the estimated fair values of both reporting units no longer exceeded their carrying values. Based on the result of our interim goodwill impairment test as of the first quarter of 2020, we recorded a goodwill impairment charge of $147.7 million to write off goodwill for both reporting units. A portion of the goodwill balance was deductible for tax purposes.Education reportable segment (see Acquisitions footnote).

In performing the step one quantitative test and consistent with our prior practice, we determined the fair value of each reporting unit using the income approach, which is validated through reconciliation to observable market capitalization data. Under the income approach, estimated fair value is determined based on estimated future cash flows discounted by an estimated market participant weighted-average cost of capital, which reflects the overall level of inherent risk of the reporting unit being measured. Estimated future cash flows are based on our internal projection model and reflects management’s outlook for the reporting units. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. Our analysis used significant assumptions by segment, including: expected future revenue and expense growth rates, profit margins, cost of capital, discount rate and forecasted capital expenditures and working capital.
As of
Year-End 2021		Additions to GoodwillImpairment AdjustmentsAs of Second
Quarter-End 2022
(In millions of dollars)
Science, Engineering & Technology$111.3 $— $— $111.3 
Education3.5 36.3 — 39.8 
Outsourcing & Consulting— 41.0 — 41.0 
Total$114.8 $77.3 $— $192.1 

21
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
The changes in the carrying amount of goodwill as of June year to date 2021 are included in the table below. The goodwill resulting from the acquisition of Softworld during the second quarter of 2021 (see Acquisitions and Disposition footnote) was allocated to the SET reportable segment.

As of
Year-End 2020		Additions to GoodwillImpairment AdjustmentsAs of Second Quarter-End 2021
(In millions of dollars)
Science, Engineering & Technology$0 $111.3 $0 $111.3 
Education3.5 0 0 3.5 
Total$3.5 $111.3 $0 $114.8 

10.  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 dateyear-to-date 2022 and 2021 and 2020 are included in the table below. Amounts in parentheses indicate debits. June year-to-date 2022 reclassification adjustments out of accumulated other comprehensive income (loss) related to the liquidation of the Japan subsidiary, as shown in the table below, were recorded in the loss on currency translation from liquidation of subsidiary line item in the consolidated statements of earnings. June year-to-date 2022 reclassification adjustments out of accumulated other comprehensive income (loss) related to the equity method investment and other, as shown in the table below, which includes $1.9 million related to the investment in PersolKelly Pte. Ltd., were recorded in the other income (expense), net line item in the consolidated statements of earnings. See Investment in PersolKelly Pte. Ltd. footnote for more details.
Second QuarterJune Year to Date
2021202020212020
(In millions of dollars)
Foreign currency translation adjustments:
Beginning balance$(14.4)$(20.6)$(0.8)$(13.2)
Other comprehensive income (loss) before reclassifications2.0 2.7 (11.6)(4.7)
Amounts reclassified from accumulated other comprehensive income (loss)0 0 0 0 
Net current-period other comprehensive income (loss)2.0 2.7 (11.6)(4.7)
Ending balance(12.4)(17.9)(12.4)(17.9)
Pension liability adjustments:
Beginning balance(3.4)(2.6)(3.4)(2.6)
Other comprehensive income (loss) before reclassifications0 0 0 0 
Amounts reclassified from accumulated other comprehensive income (loss)0 0 0 0 
Net current-period other comprehensive income (loss)0 0 0 0 
Ending balance(3.4)(2.6)(3.4)(2.6)
Total accumulated other comprehensive income (loss)$(15.8)$(20.5)$(15.8)$(20.5)

Second QuarterJune Year to Date
2022202120222021
(In millions of dollars)
Foreign currency translation adjustments:
Beginning balance$(12.0)$(14.4)$(25.0)$(0.8)
Other comprehensive income (loss) before reclassifications1.3 2.0 (8.6)(11.6)
Amounts reclassified from accumulated other comprehensive income (loss) - liquidation of Japan subsidiary— — 20.4 — 
Amounts reclassified from accumulated other comprehensive income (loss) - equity method investment and other0.2 — 2.7 — 
Net current-period other comprehensive income (loss)1.5 2.0 14.5 (11.6)
Ending balance(10.5)(12.4)(10.5)(12.4)
Pension liability adjustments:
Beginning balance(2.7)(3.4)(2.7)(3.4)
Other comprehensive income (loss) before reclassifications— — — — 
Amounts reclassified from accumulated other comprehensive income (loss)— — — — 
Net current-period other comprehensive income (loss)— — — — 
Ending balance(2.7)(3.4)(2.7)(3.4)
Total accumulated other comprehensive income (loss)$(13.2)$(15.8)$(13.2)$(15.8)

22
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
11.  Earnings (Loss) Per Share
The reconciliation of basic and diluted earnings (loss) per share on common stock for the second quarter and June year to dateyear-to-date 2022 and 2021 and 2020 follows (in millions of dollars except per share data):
Second QuarterJune Year to Date Second QuarterJune Year to Date
2021202020212020 2022202120222021
Net earnings (loss)Net earnings (loss)$24.0 $41.1 $49.6 $(112.1)Net earnings (loss)$2.2 $24.0 $(45.4)$49.6 
Less: earnings allocated to participating securitiesLess: earnings allocated to participating securities(0.2)(0.3)(0.4)0 Less: earnings allocated to participating securities— (0.2)— (0.4)
Net earnings (loss) available to common shareholdersNet earnings (loss) available to common shareholders$23.8 $40.8 $49.2 $(112.1)Net earnings (loss) available to common shareholders$2.2 $23.8 $(45.4)$49.2 
Average shares outstanding (millions):Average shares outstanding (millions):Average shares outstanding (millions):
BasicBasic39.4 39.3 39.4 39.2 Basic37.9 39.4 38.3 39.4 
Dilutive share awardsDilutive share awards0.1 0.1 0.1 0 Dilutive share awards0.3 0.1 — 0.1 
DilutedDiluted39.5 39.4 39.5 39.2 Diluted38.2 39.5 38.3 39.5 
Basic earnings (loss) per shareBasic earnings (loss) per share$0.60 $1.04 $1.25 $(2.86)Basic earnings (loss) per share$0.06 $0.60 $(1.19)$1.25 
Diluted earnings (loss) per shareDiluted earnings (loss) per share$0.60 $1.04 $1.25 $(2.86)Diluted earnings (loss) per share$0.06 $0.60 $(1.19)$1.25 

Potentially dilutive shares outstanding are primarily related to performance shares (see Stock-Based Compensation footnote for a description of performance shares)deferred common stock related to the non-employee directors deferred compensation plan for the second quarter of 2022 and 2021 and June yearyear-to-date 2021. Due to date 2021 and 2020. There were 0 dividends paid for Class A and Class Bour net loss in June year-to-date 2022, potentially dilutive shares primarily related to deferred common stock related to the non-employee directors deferred compensation plan of 0.2 million shares had an anti-dilutive effect on diluted earnings per share and were excluded from the computation for second quarter 2021 and 2020, and June year to date 2021.year-to-date 2022. Dividends paid per share for Class A and Class B common stock were $0.075 for the second quarter 2022, $0.125 for June year to date 2020.year-to-date 2022 and $0.00 for the second quarter 2021 and June year-to-date 2021.

12.  Stock-Based Compensation
For the second quarter of 2022, the Company recognized stock compensation expense of $1.7 million, and a related tax benefit of $0.2 million. For the second quarter of 2021, the Company recognized stock compensation expense of $1.4 million, and a related tax benefit of $0.3 million. For the second quarter of 2020,June year-to-date 2022, the Company recognized stock compensation expense of $1.2$3.8 million, and a related tax benefit of $0.2$0.5 million. For June year to dateyear-to-date 2021, the Company recognized stock compensation expense of $2.8 million, and a related tax benefit of $0.4 million. For June year to date 2020, the Company recognized stock compensation expense of $2.4 million, and a related tax benefit of $0.0 million.
Performance Shares
During 2021,the first quarter of 2022, 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, which will be satisfied with the issuance of shares out of treasury stock, is contingent upon the achievement of specific revenue growth and earnings before interest, taxes, depreciation and amortization ("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: 2021, 2022, 2023 and 2023,2024, 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.
For the 2021 and 2022 performance periods, half of the Earned shares earned induring each respective performance period will cliff vest in February 2025 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.
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 a 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
23
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
greater than the fair value of the original awards immediately before the modification. All service-based vesting conditions were unaffected by the modification.
A summary of the status of all nonvested performance shares at target as of second quarter-end 20212022 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 the 20182019 and a portion of the 2021 financial measure performance shares and the 2018 Total Shareholder Return ("TSR") performance shares that did not vest because actual achievement was below the threshold level and resulted in no payout.
Financial Measure
Performance Shares		TSR
Performance Shares		Financial Measure
Performance Shares
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Nonvested at year-end 2020366 $22.40 47 $31.38 
Nonvested at year-end 2021Nonvested at year-end 2021708 $20.03 
GrantedGranted180 20.20 0 0 Granted186 21.19 
VestedVested(13)24.90 0 0 Vested(48)22.55 
ForfeitedForfeited(16)24.73 0 0 Forfeited(6)16.81 
Vesting adjustmentVesting adjustment(94)16.99 (47)31.38 Vesting adjustment(142)24.45 
Nonvested at second quarter-end 2021423 $22.50 0 $0 
Nonvested at second quarter-end 2022Nonvested at second quarter-end 2022698 $19.39 
Restricted Stock

A summary of the status of nonvested restricted stock as of second quarter-end 20212022 and year-to-date changes is presented as follows below (in thousands of shares except per share data). During the second quarter of 2022, the Company granted 128,000 shares with a weighted average grant date fair value of $17.92 as a special retention stock award to certain key employees and is reflected in the granted line item below.
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Nonvested at year-end 2020281 $22.74 
Nonvested at year-end 2021Nonvested at year-end 2021403 $21.24 
GrantedGranted211 21.31 Granted388 20.47 
VestedVested(87)23.36 Vested(101)22.43 
ForfeitedForfeited(15)24.19 Forfeited(72)21.62 
Nonvested at second quarter-end 2021390 $21.78 
Nonvested at second quarter-end 2022Nonvested at second quarter-end 2022618 $20.52 

13. Sale of Assets

In the second quarter of 2020, the Company monetized wage subsidy receivables outside the U.S. for $16.9 million, net of fees and 5% retainer. The sale of these receivables was accounted for as a sale of financial assets with certain recourse provisions in which we derecognized the receivables. Although the sale of receivables is with recourse, the Company did not record a recourse obligation as the Company concluded the receivables were collectible. The net cash proceeds related to the sale were included in operating activities in the consolidated statements of cash flows and the fees related to the sale were included in SG&A expenses in the consolidated statements of earnings.

On March 20, 2020,June 2022, the Company sold 3 of our 4 headquarters propertiesan under-utilized real property for a purchase price of $58.5$4.5 million, as a part of a sale and leaseback transaction. The properties included the parcels of land, together with all rights and easements, in additionsubject to all improvements located on the land, including buildings.final closing adjustments. The Company received cash proceeds of $55.5$3.6 million whichin the second quarter of 2022 and previously received cash proceeds of $0.8 million as a deposit in 2021 when the contract was net of transaction expenses.first executed. As of the date of the sale, the propertiesland had a combined netinsignificant carrying amount of $23.4 million. Thevalue; as such, the resulting gain on the sale of the assets was $32.1$4.4 million, which wasis 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 leased backreceived cash proceeds of $0.9 million in the headquarters buildingsfirst quarter of 2022. As of the date of the sale, the property had an immaterial carrying value; as such, the resulting gain on the same date.sale of the property was $0.9 million, which is recorded in gain on sale of assets in the consolidated statements of earnings.

24
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
14. Held for Sale
14.
Russia Operations

In the second quarter of 2022, the Company announced its intention to transition its business in Russia. On June 30, 2022, the Company entered into a definitive agreement to sell its Russia operations ("disposal group"), which is included in the Company's International operating segment. As of the date of the agreement and until closing of the sale, 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. As of July 3, 2022, the assets and liabilities that have met the classification as held for sale are $38.4 million and $13.7 million, respectively. The fair value as of July 3, 2022 less costs to sell was estimated based on the terms of the definitive agreement and is $7.3 million. As a result, the Company has recorded a held for sale impairment charge of $18.5 million in the second quarter of 2022, which is recorded as a reduction to the assets in the assets held for sale in the consolidated balance sheet and in impairment of assets held for sale in the consolidated statements of earnings. The impairment charge includes $1.1 million for the anticipated liquidation of the cumulative translation adjustment. On July 20, 2022, subsequent to the end of the second quarter, the sale was completed and the Company no longer operates in Russia.

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. Our consolidated earnings before taxes for the second quarter of 2022 and 2021 included $0.7 million and $0.8 million, respectively, from the Russia operations and for June year-to-date 2022 and 2021 included $1.1 million and $1.3 million, respectively, from the Russia operations.

The major classes of assets and liabilities of the disposal group that have met the classification of held for sale as of July 3, 2022 are as follows (in millions of dollars):

July 3, 2022
Assets held for sale
Cash and equivalents$12.2 
Trade accounts receivable, net23.9 
Prepaid expenses and other current assets0.8 
Property and equipment, net0.6 
Operating lease right-of-use assets0.2 
Deferred taxes0.4 
Other assets0.3 
Assets held for sale38.4 
Liabilities held for sale
Accounts payable and accrued liabilities(0.5)
Operating lease liabilities(0.2)
Accrued payroll and related taxes(8.3)
Income and other taxes(4.7)
Liabilities held for sale(13.7)
Disposal group, net$24.7 

Cash and equivalents in the consolidated statements of cash flows as of the second quarter-end 2022 includes $12.2 million of cash that is included in the disposal group. The disposal group's cash is not reflected as cash and equivalents in the consolidated balance sheet as of second quarter-end 2022, as the assets of the disposal group are recognized net of the impairment charge as assets held for sale.

25
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Subsequent to the second quarter-end, the sale was completed and the Company received proceeds of $7.4 million, including purchase price adjustments, in July 2022. The assets and liabilities will be derecognized in the third quarter of 2022 as well as any adjustments to the loss on the sale.

Real Property

Kelly Properties, LLC, a wholly owned subsidiary of the Company, entered into an agreement on May 11, 2022 to sell real property located in Troy, Michigan. Accordingly, during the second quarter of 2022, the transaction met the criteria to classify the property as held for sale. The property held for sale includes the property and all improvements to the property, together with all rights and easements. Assets held for sale are recorded at the lower of their carrying value or fair value less estimated costs to sell, and depreciation is suspended on assets upon classification to held for sale. The carrying amount of the property held for sale as of the second quarter-end 2022 is $4.7 million, which is less than the sales price in the purchase agreement, less estimated costs to sell. The proceeds of the sale are expected to be approximately $5.6 million, net of commissions and transaction expenses. The Company has presented these assets as current assets held for sale in the consolidated balance sheet as of the second quarter-end 2022, as the property is expected to be sold in the fourth quarter of 2022 per terms of the purchase agreement.

15.  Other Income (Expense), Net 
Included in other income (expense), net for the second quarter and June year to dateyear-to-date 2022 and 2021 and 2020 are the following:
 Second QuarterJune Year to Date
2021202020212020
(In millions of dollars)
Interest income$0 $0.1 $0.1 $0.4 
Interest expense(0.6)(0.8)(1.2)(1.7)
Dividend income1.0 1.3 1.0 1.3 
Foreign exchange gains (losses)(0.7)1.3 (0.9)3.7 
Other0 0.7 (2.7)0.6 
Other Income (Expense), Net$(0.3)$2.6 $(3.7)$4.3 

 Second QuarterJune Year to Date
2022202120222021
(In millions of dollars)
Interest income$0.4 $— $0.5 $0.1 
Interest expense(0.5)(0.6)(1.1)(1.2)
Dividend income— 1.0 — 1.0 
Foreign exchange gains (losses)0.9 (0.7)5.6 (0.9)
Other(1.9)— (3.3)(2.7)
Other income (expense), net$(1.1)$(0.3)$1.7 $(3.7)
Included in Other for the second quarter and June yearyear-to-date 2022 is $0.8 million of expense related to datethe remeasurement of the Brazil indemnification liability (see Fair Value Measurements footnote). Included in foreign exchange gains (losses) for June year-to-date 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 June year-to-date 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 from the April 2021 acquisition of Softworld (see Acquisitions and Disposition footnote).

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15.
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
16. Income Taxes
Income tax benefit was $2.6 million and expense was $0.9$4.9 million for the second quarter of 2021 and 2020, respectively. Income tax expense was $7.9 million2022 and income tax benefit was $35.3 million for June year to date 2021 and 2020, respectively. These amounts were impacted by changes in the fair value of the Company's investment in Persol Holdings, which resulted in a charge of $1.9$2.6 million for the second quarter of 2021 and $11.12021. Income tax benefit was $8.1 million for June year to date 2021, compared to a charge of $9.0 million for the second quarter of 2020year-to-date 2022 and a benefit of $14.8income tax expense was $7.9 million for June year to date 2020.year-to-date 2021. The second quarter ofand June year-to-date 2021 amounts benefited $5.2 million from a change in United Kingdom tax rates, while theand from tax exempt gains on life insurance policies. The second quarter of 2020 benefited $7.7 million from Brazil outside basis differences.and June year to date 2020 includes ayear-to-date 2022 taxes had no tax benefit of $23.0 millionfrom losses on the impairment of goodwill.life insurance policies. The second quarter and June year-to-date 2022 amounts are also impacted by changes in earnings from operations.

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, the tax effects of stock compensation and, prior to February 2022, changes in the fair value of the Company's investment in Persol Holdings, which arewere treated as discrete since they cannot be estimated. The United Kingdom rate change benefit in the second quarter of 2021, impairment of goodwill in the first quarter of 2020 and the Brazil outside basis differences in the second quarter of 2020 were treated as discrete.

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. At this time, we have no valuation allowance against our Mexican deferred tax asset of $4.4 million, though it is possible this may change as we assess the impacts of the new labor laws enacted in the second quarter of 2021 on our Mexican business operations.

25
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
16.17.  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 relatedtax-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 20212022 and year-end 2020,2021, the gross accrual for litigation costs amounted to $1.3$1.7 million and $1.4 million, respectively.

The Company maintains insurance coverage which may cover certain claims.losses. When claimslosses exceed the applicable policy deductible and realization of recovery of the claimloss from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets in the consolidated balance sheet. At second quarter-end 2021 and2022, the related insurance receivables amounted to $0.6 million. At year-end 2020,2021, there were no related insurance receivables.

The Company estimates the aggregate range of reasonably possible losses, in excess of amounts accrued, is $0.4$0.7 million to $4.3$8.6 million as of second quarter-end 2021.2022. 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.

27
17.
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
18.  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 5 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. Consistent with the information provided to and evaluated by the CODM, the goodwill impairment charge in the first quarter of 2020 was included in Corporate expenses.
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 (loss) of affiliate, for the second quarter and June year to date 2021year-to-date 2022 and 2020. The Company changed its reportable segments during the third quarter of 2020. As a result, certain reclassifications have been made to the reportable segment results for the second quarter of 2020 and June year to date 2020 to conform to the updated reportable segment presentation.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.
 Second QuarterJune Year to Date
 2022202120222021
 (In millions of dollars)
Revenue from Services:  
Professional & Industrial$415.8 $466.5 $860.1 $934.1 
Science, Engineering & Technology324.3 298.2 641.4 552.9 
Education155.5 105.9 328.9 217.5 
Outsourcing & Consulting124.4 107.3 233.5 206.6 
International247.6 280.4 500.4 553.3 
Less: Intersegment revenue(0.3)(0.2)(0.6)(0.4)
Consolidated Total$1,267.3 $1,258.1 $2,563.7 $2,464.0 
26
28
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
 Second QuarterJune Year to Date
 2021202020212020
 (In millions of dollars)
Revenue from Services:  
Professional & Industrial$466.5 $406.4 $934.1 $900.2 
Science, Engineering & Technology298.2 247.3 552.9 517.5 
Education105.9 25.1 217.5 167.6 
Outsourcing & Consulting107.3 83.6 206.6 173.1 
International280.4 213.0 553.3 478.2 
Less: Intersegment revenue(0.2)(0.1)(0.4)(0.2)
Consolidated Total$1,258.1 $975.3 $2,464.0 $2,236.4 
Second QuarterJune Year to Date Second QuarterJune Year to Date
2021202020212020 2022202120222021
(In millions of dollars) (In millions of dollars)
Earnings (loss) from Operations:Earnings (loss) from Operations:  Earnings (loss) from Operations:  
Professional & Industrial gross profitProfessional & Industrial gross profit$75.2 $78.9 $151.1 $164.0 Professional & Industrial gross profit$77.8 $75.2 $160.9 $151.1 
Professional & Industrial SG&A expensesProfessional & Industrial SG&A expenses(69.0)(64.6)(138.4)(145.1)Professional & Industrial SG&A expenses(67.4)(69.0)(138.8)(138.4)
Professional & Industrial earnings (loss) from operationsProfessional & Industrial earnings (loss) from operations6.2 14.3 12.7 18.9 Professional & Industrial earnings (loss) from operations10.4 6.2 22.1 12.7 
Science, Engineering & Technology gross profitScience, Engineering & Technology gross profit66.5 50.6 119.7 105.3 Science, Engineering & Technology gross profit75.2 66.5 149.0 119.7 
Science, Engineering & Technology SG&A expensesScience, Engineering & Technology SG&A expenses(46.9)(31.3)(82.6)(67.8)Science, Engineering & Technology SG&A expenses(54.8)(46.9)(108.0)(82.6)
Science, Engineering & Technology earnings (loss) from operationsScience, Engineering & Technology earnings (loss) from operations19.6 19.3 37.1 37.5 Science, Engineering & Technology earnings (loss) from operations20.4 19.6 41.0 37.1 
Education gross profitEducation gross profit16.8 4.3 34.0 24.7 Education gross profit26.0 16.8 52.6 34.0 
Education SG&A expensesEducation SG&A expenses(15.3)(9.5)(29.5)(26.1)Education SG&A expenses(20.4)(15.3)(39.0)(29.5)
Education earnings (loss) from operationsEducation earnings (loss) from operations1.5 (5.2)4.5 (1.4)Education earnings (loss) from operations5.6 1.5 13.6 4.5 
Outsourcing & Consulting gross profitOutsourcing & Consulting gross profit34.8 29.2 66.1 58.0 Outsourcing & Consulting gross profit46.2 34.8 83.5 66.1 
Outsourcing & Consulting SG&A expensesOutsourcing & Consulting SG&A expenses(30.1)(25.1)(58.5)(53.7)Outsourcing & Consulting SG&A expenses(39.8)(30.1)(74.1)(58.5)
Outsourcing & Consulting earnings (loss) from operationsOutsourcing & Consulting earnings (loss) from operations4.7 4.1 7.6 4.3 Outsourcing & Consulting earnings (loss) from operations6.4 4.7 9.4 7.6 
International gross profitInternational gross profit37.7 26.2 73.4 60.5 International gross profit37.2 37.7 75.0 73.4 
International SG&A expensesInternational SG&A expenses(34.6)(28.3)(67.7)(61.5)International SG&A expenses(34.6)(34.6)(67.8)(67.7)
International earnings (loss) from operationsInternational earnings (loss) from operations3.1 (2.1)5.7 (1.0)International earnings (loss) from operations2.6 3.1 7.2 5.7 
CorporateCorporate(21.4)(19.3)(43.3)(159.0)Corporate(23.1)(21.4)(48.5)(43.3)
Impairment of assets held for saleImpairment of assets held for sale(18.5)— (18.5)— 
Gain on sale of assetsGain on sale of assets4.4 — 5.3 — 
Consolidated TotalConsolidated Total13.7 11.1 24.3 (100.7)Consolidated Total8.2 13.7 31.6 24.3 
Gain (loss) on investment in Persol HoldingsGain (loss) on investment in Persol Holdings6.3 29.6 36.3 (48.2)Gain (loss) on investment in Persol Holdings— 6.3 (67.2)36.3 
Loss on currency translation from liquidation of subsidiaryLoss on currency translation from liquidation of subsidiary— — (20.4)— 
Other income (expense), netOther income (expense), net(0.3)2.6 (3.7)4.3 Other income (expense), net(1.1)(0.3)1.7 (3.7)
Earnings (loss) before taxes and equity in net earnings (loss) of affiliateEarnings (loss) before taxes and equity in net earnings (loss) of affiliate$19.7 $43.3 $56.9 $(144.6)Earnings (loss) before taxes and equity in net earnings (loss) of affiliate$7.1 $19.7 $(54.3)$56.9 

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KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
Depreciation and amortization expense included in SG&A expenses by segment above are as follows:

Second QuarterJune Year to DateSecond QuarterJune Year to Date
20212020202120202022202120222021
(In millions of dollars)(In millions of dollars)
Depreciation and amortization:Depreciation and amortization:Depreciation and amortization:
Professional & IndustrialProfessional & Industrial$1.4 $1.3 $2.8 $2.7 Professional & Industrial$1.0 $1.4 $2.1 $2.8 
Science, Engineering & TechnologyScience, Engineering & Technology3.3 1.1 4.3 2.1 Science, Engineering & Technology3.2 3.3 6.3 4.3 
EducationEducation0.9 0.9 1.9 1.8 Education1.3 0.9 2.1 1.9 
Outsourcing & ConsultingOutsourcing & Consulting0.2 0.2 0.4 0.3 Outsourcing & Consulting1.0 0.2 1.2 0.4 
InternationalInternational0.5 0.5 1.0 1.1 International0.5 0.5 1.0 1.0 

18.19. New Accounting Pronouncements

Recently Adopted

In January 2020,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.

In January 2020, the FASB issued ASU 2020-01 which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. 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 is 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

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.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

The COVID-19 pandemicKelly’s strategy and related containment measures and the subsequent economic recovery have resulted in dramatic shifts in most aspects of the economy and how professional and private livesactions are conducted. While the pace of change was unprecedented and the resulting impacts are still being determined,guided by our simple yet powerful Noble Purpose,Purpose: “We connect people to work in ways that enrich their lives,lives.” will continueWe are committed to guide our strategybeing a leading talent solutions provider among the talent with whom we choose to specialize and actions.in the global markets in which we choose to compete. As we navigate a world of work now impacted by these changes,the post-pandemic landscape, we will continue to demonstrate our expected behaviors and actions:

•Employ a talent-first mentality

•Relentlessly deliver for customers

•Grow through discipline and focus

•Deliver efficiency and effectiveness in everything we do

Kelly remains committed to being a leading talent solutions provider among the talent with whom we choose to specialize and in the global markets in which we choose to compete. By aligning ourselves with our Noble Purpose and executing against these behaviors, we have navigated the challenges of the past year and are emerging asbecoming a more agile and focused organization, prepared to achieve new levels of growth and profitability as we further develop and reshape our portfolio of businesses.

The Talent Solutions Industry

Prior to the COVID-19 pandemic, laborLabor markets werehave been in the midst of change due to automation, secular shifts in labor supply and demand and skills gaps, and the current economic situation is accelerating that change.gaps. Global demographic trends are reshaping and redefining the way in which companies find and use talent, and the COVID-19 pandemic is changingchanged where and how companies expect work to be performed.performed—a shift we expect will carry over into the future. In response, the talent solutions industry is adjusting how it sources, recruits, trains and places talent.

Our industry is evolving to meet businesses’ growing demand for specialized talent, whether delivered as a single individual or as part of a total workforce solution. Companies in our industry are using novel sourcing approaches—including gig platforms, independent contractors and other talent pools—to create customized workforce solutions that are flexible and responsive to the labor market.

In addition, today’s companies are elevating their commitment to talent, with the growing realization that meeting the changing needs and requirements of talent is essential to remain competitive. The ways in which people view, find and conduct work are undergoing fundamental shifts. And as the demand for skilled talent continues to climb, workers’ changing ideas about the integration of work into life are becoming more important. 2021 saw record-breaking employee resignations in the U.S. as workers opted out of jobs that did not align with their needs. In this increasingly talent-driven market, a diverse set of workers, empowered by technology, is seeking to take even greater control over their career trajectories and Kelly’s Talent Promise confirms our responsibilitytrajectories. Kelly is proud to be a career partner of choice for workers in search of a better way to work.

Our Business

Kelly is a talent and global workforce solutions company serving customers of all sizes in a variety of industries. We offer innovative outsourcing and consulting services, as well as staffing on a temporary and direct-hire basis. In 2020, we adopted the Kelly Operating Modela new operating model and realigned our business into five specialty business units, which are also our reportable segments.

•Professional & Industrial – delivers staffing, outcome-based and direct-hire services focused onin office, professional, light industrial and contact center specialties in the U.S. and Canada, including our KellyConnect productand our Business and Professional Services products

•Science, Engineering & Technology – delivers staffing, outcome-based and direct-hire services focused on science and clinical research, engineering, information technology and telecommunications specialties predominatelypredominantly in the U.S. and Canada and includes our NextGen and Global Technology Associates subsidiaries, as well as our Softworld, Inc. ("Softworld") subsidiary as of the beginning of the second quarter ofa technology staffing and workforce solutions company acquired in 2021

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•Education – delivers staffing, direct-hire and executive search services toacross the K-12,full education spectrum from early childhood andto higher education markets in the U.S., and includes several acquisitions: Teachers On Call, Insight Workforce Solutions and Greenwood/Asher & Associates and Pediatric Therapeutic Services ("PTS"), a specialty firm providing in-school therapy services, acquired in May 2022

•Outsourcing & Consulting – delivers Master Service Provider ("MSP"), Recruitment Process Outsourcing ("RPO"), which includes our March 2022 acquisition of RocketPower, Payroll Process Outsourcing ("PPO") and Talent Advisory Services to customers on a global basis

•International – delivers staffing, RPO and direct-hire services in 1514 countries in Europe, as well as services in Mexico delivered in accordance with recent changes in labor market regulations. Effective July 20, 2022, we completed a transaction to transfer our business in Russia to an in-country provider and no longer operate in Russia.

In addition, we providehold a minority interest in PersolKelly Pte. Ltd. ("PersolKelly"), which provides staffing and direct hire services to customers in the Asia-Pacific region through PersolKelly Pte. Ltd., our joint venture with Persol Asia Pacific Pte. Ltd, a wholly owned subsidiary of Persol Holdings, a leading provider of HR solutions in Japan.region.

We earn revenues from customers that procure the services of our temporary employees on a time and materials basis, that use us to recruit permanent employees, and that rely on our talent advisory and outsourcing services. Our working capital requirements are primarily generated from temporary employee payroll and customer accounts receivable. The nature of our business is such that trade accounts receivable are our most significant asset. Average days sales outstanding varies within and outside the U.S. and was 6063 days on a global basis as of the end of the second quarter of 20212022 and 6460 days as of the end of 2020.the second quarter of 2021. Since receipts from customers generally lag temporary employee payroll, working capital requirements increase substantially in periods of growth and decline in periods of economic contraction.

Our Perspective and Outlook on Growth

Short Term

While farWe entered 2022 having shifted from certain, the impacts of COVID-19 on the global economy, the talent solutions industry, our customers and our talent have become clearer since the beginning of the pandemic.Beginning in mid-March 2020, our year-over-year revenues declined swiftly and substantially as governments and businesses reacted to the crisis. In response, in April 2020 we took a series of proactive actions. These actions were designed to reduce spending, minimize layoffs, and bolster the strength and flexibility of Kelly’s finances. These actions included salary reductions for full-time salaried employees, including reduced CEO and senior leader compensation, temporary furloughing and/or redeployment of some employees. Our actions generated substantial cost savings and allowed us the time necessary to assess the variety of impacts the crisis had on our business.Most actions were in place until early in the fourth quarter of 2020.

In addition, we benefited in 2020recovery from CARES Act provisions allowing deferral of employer social security tax payments.In connection with expiration of the temporary cost reduction measures noted above, management reduced staffing levels to align with expected revenue levels and recorded restructuring charges of $4.4 million for severance and related benefits for impacted employees in the fourth quarter of 2020.

Given the level of uncertainty surrounding the duration of the COVID-19 crisis, Kelly’s board also votedpandemic to suspendgrowth. Even with the quarterly dividendeconomic uncertainty created by events in May 2020Ukraine and continued to assess economic and business conditions to determine future actions with respect to our dividend policy. As of August 2021, the Board of Directors declared a dividend of $0.05 per share.

The negative market reaction to the COVID-19 crisis in March 2020 also resulted in a decline in our common stock price which caused our market capitalization to decline significantly at the end of the first quarter of 2020.This triggered an interim goodwill impairment test and resulted in a $147.7 million non-cash goodwill impairment charge in the first quarter of 2020.

In the second quarter of 2021, as we anniversary the impacts of the crisis, revenues have returned to year-over-year growth.In addition, our sequential quarter-over-quarter revenue growth points to a continuation of the recovery.We expect thatinflation, demand for our services will continue to gradually recover from the economic slowdownremains strong. Our permanent placement fee growth points toward our customers’ investments in their future workforce, and the effects of customer and talent concerns related to operating safely during a pandemic. The impact on the revenues of each segment will vary, given the differences in pandemic-related measures enacted in each geography, the customer industries served and the availability of the talent provided to our customers.We are proactively taking steps to address talent shortages and mismatchesincreased demand in our staffing and outcome-based businesses reflects strong market demand for the specialty solutions we provide. Our business is arranged around specialties that were most impacted by the pandemic, including implementing new technologies, streamlining processes, adopting efficient recruiting models and collaborating with clients on innovative approaches to attract and retain talent. We currently expect a gradual return to pre-crisis levelstarget these areas of customer demand; however, the pace of such a return may be delayed if a resurgence in infections leads to additional disruption, containment measures or increased lack of available talent to match our customers’ demand.As
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2021 progresses, we expect that our revenue will reflect a continued gradual improvement instrong demand, and result in continued improvements in year-over-year gross profit and earnings from operations.

Moving Forward

While the continuing economic and labor market recovery cannot be precisely predicted, we believe that the mid-term impacts on how people view, find and conduct work will continue to align with our strategic path.

As a result, we have continued to move forward with our specialization strategy, reinventing our operating model and reorganizing our business into five distinct reporting segments. These specialties represent areas where we see the most robust demand, the most promising growth opportunities, and where we believe we excel in attracting and placing talent.Kelly’s proven ability to win. Our current operating segments also reflect our desireintent to shift our portfolio toward high-margin, higher-value specialties.specialties that deliver a competitive edge and increased shareholder value. We believe that an aggressive inorganic growth strategy will accelerate the achievement of these goals.

Kelly has done business in these specialties for many years, butAs we continue our current operating model represents a new approach – one that brings together both staffing and outcome-based pieces of a specialty under a single specialty leader and aggregates assets to accelerate specialtystrategic growth and profitability. We believe this specialty structure gives us greater advantagesjourney in the market, andyear ahead, we expect our disciplined focus to deliver profitable growth coming out of the crisis. In addition, we intend towill also invest in strategic, targeted M&A opportunities in our specialties, while optimizing our portfolio, as demonstrated by the recent acquisition of Softworld in the second quarter of 2021, the acquisition of Greenwood/Asher & Associates in the fourth quarter of 2020 and the sale of our operations in Brazil during the third quarter of 2020.

Faced with market conditions that may continue to be uneven in the near term, Kelly continues to focus on accelerating the execution of our strategic plan and making necessary investments to advance that strategy.key value drivers.

•We are making strides inmapping our digital transformation journey, building a technology foundation to sustain growthoptimize our business, personalize the talent journey and improve the client experience. For example, in 2021 we launched Helix UX, an industry-leading talent management tool that is enabling our customers to support our teams, clientsbetter manage their global workforce across temporary, full-time and cloud-based talent with powerful new technologies that make it faster and easier than ever to connect.pools.

•We are usingconsistently striving to better understand and support our platform,talent and their shifting needs. We have reallocated resources to be solely focused on the temporary worker experience, and our Equity@Work initiative is designed to break down long-standing, systemic barriers that make it difficult for many people to secure enriching work. This powerful extension of our Noble Purpose uses our unique positionparticipate in the middle of the supply and demand equation to help more people flow into Kelly’s talent pools, while also helping families, communities and economies thrive.labor market.

.
•We are committed to helping each Kelly team define the fastest, most efficient and creative paths to achieving their business goals by removing unnecessary work and refocusing effortsinvesting in the right placestalent experience of our full-time employees, taking action to achieveensure we have the people coaches and performance management systems that will help our defined performance expectationsemployees thrive in the most effective way possible.their Kelly careers. We know that our success is powered by our people, and we are aiming for industry-leading results.

WhileAs we execute our specialty growth strategy, we are focused on both the COVID-19 pandemic has resultedspeed and scope of change. To that end, in uncertaintyFebruary 2022, we completed transactions that have allowed us to strategically re-deploy resources to accelerate our growth in the economyhigh-margin, high-growth specialties. Specifically, we unwound our cross-ownership with Persol Holdings and the labor markets that will affectreduced our near-term financial performance,ownership interest in our APAC joint venture, PersolKelly. Monetizing our investments in Persol Holdings and PersolKelly provides us with additional capital, which we have determined long-term measuresalready begun to gaugeuse to accelerate our progress, including:specialty growth strategy. In March 2022, we completed the acquisition of RocketPower, a business that diversifies and strengthens Kelly’s RPO business and opens new access to the fast-growing high-tech market. And in May 2022, we completed the acquisition of PTS, a specialty firm that expands our K-12 leadership position and provides in-school services for occupational, physical, speech and behavioral health therapies. Both acquisitions expand Kelly’s presence in high-growth, high margin specialties. As we move forward, we will continue to look for opportunities to grow both organically and inorganically in 2022 and beyond.
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•Revenue growth (both organic and inorganic)

•Gross profit rate improvement

•Conversion rate and EBITDA margin

Financial Measures

The constant currency (“CC”) change amounts refer to the year-over-year percentage changes resulting from translating 20212022 financial data into U.S. dollars using the same foreign currency exchange rates used to translate financial data for 2020.2021. We believe that CC measurements are a useful measure, indicating the actual trends of our operations without distortion due to currency fluctuations. We use CC results when analyzing the performance of our segments and measuring our results against those of our competitors. Additionally, substantially all of our foreign subsidiaries derive revenues and incur cost of services and selling, general and administrative (“SG&A”) expenses within a single country and currency which, as a result, provides a natural hedge against currency risks in connection with their normal business operations.
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CC measures are non-GAAP (Generally Accepted Accounting Principles) measures and are used to supplement measures in accordance with GAAP. Our non-GAAP measures may be calculated differently from those provided by other companies, limiting their usefulness for comparison purposes. Non-GAAP measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

Reported and CC percentage changes were computed based on actual amounts in thousands of dollars.

Return on sales (earnings from operations divided by revenue from services) and conversion rate (earnings from operations divided by gross profit) are ratios used to measure the Company’s operating efficiency.

EBITDA (earnings before interest, taxes, depreciation and amortization) and EBITDA margin (EBITDA divided by revenue from services) are measures used for understanding the Company's ability to generate cash flow and for judging overall operating performance.

NM (not meaningful) in the following tables is used in place of percentage changes where: the change is in excess of 500%, the change involves a comparison between earnings and loss amounts, or the comparison amount is zero.

Days sales outstanding (“DSO”) represents the number of days that sales remain unpaid for the period being reported. DSO is calculated by dividing average net sales per day (based on a rolling three-month period) into trade accounts receivable, net of allowances at the period end. Although secondary supplier revenues are recorded on a net basis (net of secondary supplier expense), secondary supplier revenue is included in the daily sales calculation in order to properly reflect the gross revenue amounts billed to the customer.
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Results of Operations
Total Company
(Dollars in millions)

Second QuarterJune Year to Date
 20212020% Change20212020% Change
Revenue from services$1,258.1 $975.3 29.0 %$2,464.0 $2,236.4 10.2 %
Gross profit231.0 189.2 22.1 444.3 412.5 7.7 
SG&A expenses excluding restructuring charges217.3 178.3 21.8 420.0 389.1 7.9 
Restructuring charges— (0.2)NM— 8.5 NM
Total SG&A expenses217.3 178.1 21.9 420.0 397.6 5.6 
Goodwill impairment charge— — NM— 147.7 NM
Gain on sale of assets— — NM— 32.1 NM
Earnings (loss) from operations13.7 11.1 24.1 24.3 (100.7)NM
Gain (loss) on investment in Persol Holdings6.3 29.6 (78.8)36.3 (48.2)NM
Other income (expense), net(0.3)2.6 (109.0)(3.7)4.3 (185.8)
Earnings (loss) before taxes and equity in net earnings (loss) of affiliate19.7 43.3 (54.4)56.9 (144.6)NM
Income tax expense (benefit)(2.6)0.9 (406.2)7.9 (35.3)122.2 
Equity in net earnings (loss) of affiliate1.7 (1.3)NM0.6 (2.8)NM
Net earnings (loss)$24.0 $41.1 (41.6)%$49.6 $(112.1)NM%
Gross profit rate18.4 %19.4 %(1.0)pts.18.0 %18.4 %(0.4)pts.
Conversion rate5.9 5.8 0.1 5.5 (24.4)29.9 
Second QuarterJune Year to Date
 20222021% Change20222021% Change
Revenue from services$1,267.3 $1,258.1 0.7 %$2,563.7 $2,464.0 4.0 %
Gross profit262.4 231.0 13.6 521.0 444.3 17.3 
Total SG&A expenses240.1 217.3 10.6 476.2 420.0 13.4 
Impairment of assets held for sale(18.5)— NM(18.5)— NM
Gain on sale of assets4.4 — NM5.3 — NM
Earnings (loss) from operations8.2 13.7 (40.6)31.6 24.3 29.8 
Gain (loss) on investment in Persol Holdings— 6.3 NM(67.2)36.3 NM
Loss on currency translation from liquidation of subsidiary— — NM(20.4)— NM
Other income (expense), net(1.1)(0.3)(350.6)1.7 (3.7)147.2 
Earnings (loss) before taxes and equity in net earnings (loss) of affiliate7.1 19.7 (64.1)(54.3)56.9 NM
Income tax expense (benefit)4.9 (2.6)282.9 (8.1)7.9 (204.0)
Equity in net earnings (loss) of affiliate— 1.7 NM0.8 0.6 35.7 
Net earnings (loss)$2.2 $24.0 (90.8)%$(45.4)$49.6 NM%
Gross profit rate20.7 %18.4 %2.3 pts.20.3 %18.0 %2.3 pts.

Second Quarter Results

Revenue from services in the second quarter increased 29.0%0.7% on a reported basis and 26.2%2.7% on a constant currency basis, and reflects revenue increases in allEducation, Science, Engineering & Technology, and Outsourcing & Consulting operating segments, partially offset by declines in Professional & Industrial and International segments. Our acquisition2022 acquisitions of Softworld,RocketPower, an RPO solutions provider, and PTS, a technology staffing and solutionsspecialty firm that provides in-school therapy services, added approximately 310150 basis points to the revenue growth rate. Compared to the second quarter of 2020,2021, revenue from staffing services increased 32.4%decreased 2.8% and revenue from outcome-based services increased 7.8%5.9%. Permanent placement revenue, which is included in revenue from services, more than doubledincreased 33.2% from the prior year.

Gross profit increased 22.1%13.6% on a reported basis and 15.6% on a constant currency basis on higher revenue volume, partially offset by a decreasecombined with an increase in the gross profit rate. The gross profit rate decreasedincreased 230 basis points due primarily due to the impact of temporary government wage subsidies in the prior year, partially offset byfavorable product mix, and lower employee-related costs, coupled with the impact of higher permanent placement income and the acquisitionacquisitions of Softworld,RocketPower and PTS which generatesgenerate higher gross profit rates. Decreases in themargins. The gross profit rate for Professional & Industrial, Education and Outsourcing & Consulting were partially offset by increasesincreased in the gross profit rate for Science, Engineering & Technology and International.all operating segments. Permanent placement revenue, which is included in revenue from services and has very low direct costs of services, has a disproportionate impact on gross profit rates.

Total SG&A expenses increased 21.9%10.6% on a reported basis and 19.8%12.3% on a constant currency basis. SG&A expenses related to Softworld,RocketPower and PTS, including intangible asset amortization of intangiblesexpense and other operating expenses, accounted for approximately 460240 basis points toof the year-over-year increase. The increase in SG&A expenses also reflects higher salary and related costs, as well as increases in performance-based incentive compensation expensesexpenses.

Impairment of assets held for sale relates to our decision to transition our business in Russia in May 2022. As a result, our Russian operations have been classified as a held for sale disposal group, and an impairment loss representing the impactexcess carrying value over the fair value of temporary expense mitigation effortsthe net assets, less costs to sell, has been recognized in the prior year.second quarter of 2022. Gain on sale of assets relates to the disposition of under-utilized real property located in the United States.

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Earnings from operations for the second quarter of 20212022 totaled $13.7$8.2 million, compared to earnings from operations of $11.1$13.7 million in the second quarter of 2020.2021. The decline is related to the impairment of assets held for sale, partially offset by the gain on sale of assets and improving gross profit, net of higher SG&A expenses.

Income tax expense was $4.9 million for the second quarter of 2022 and income tax benefit was $2.6 million for the second quarter of 2021. The 2021 amount benefited $5.2 million from a change in United Kingdom tax rates, and from tax exempt gains on life insurance policies. The second quarter 2022 amount had no tax benefit from losses on life insurance policies and was impacted by changes in earnings from operations.

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, which are treated as discrete since they cannot be estimated.

The net earnings for the period was $2.2 million, compared to net earnings of $24.0 million from the second quarter of 2021.

Recent events in Ukraine have contributed to additional economic uncertainty in Europe. The Company does not have operations in Ukraine and we did not experience any material impact on our revenues or earnings in the second quarter. Subsequent to the end of the second quarter, we have completed a transaction to transfer our business in Russia to a local firm within the country and are no longer operating in Russia. Revenues and earnings in the International segment will be unfavorably impacted beginning in the third quarter of 2022, but we do not expect to incur significant additional losses upon the completion of a transaction in the third quarter.

June Year-to-Date Results

Revenue from services in the first six months of 2022 increased 4.0% on a reported basis and 5.8% on a constant currency basis, and reflects revenue increases in Education, Science, Engineering & Technology, and Outsourcing & Consulting operating segments, partially offset by declines in Professional & Industrial and International segments. Our acquisition of Softworld, a technology staffing and solutions firm in the second quarter of 2021 and our 2022 acquisitions of RocketPower, a RPO solutions provider, and PTS, a specialty firm that provides in-school therapy services, added approximately 230 basis points to the revenue growth rate. Compared to the first six months of 2021, revenue from staffing services increased 1.5% and revenue from outcome-based services increased 6.9%. Permanent placement revenue, which is included in revenue from services, increased 48.5% from the prior year.

Gross profit increased 17.3% on a reported basis and 19.0% on a constant currency basis on higher revenue volume, combined with an increase in the gross profit rate. The gross profit rate increased 230 basis points due primarily to favorable product mix, lower employee-related costs and coupled with the impact of higher permanent placement income and the acquisition of Softworld, RocketPower and PTS which generate higher gross profit rates. The gross profit rate increased in all operating segments. Included in gross profit for the first six months of 2022 is a one-time permanent placement fee from a large customer, as well as an adjustment to prior periods workers' compensation expenses, resulting in 30 basis points of favorable impact. Permanent placement revenue, which is included in revenue from services and has very low direct costs of services, has a disproportionate impact on gross profit rates.

Total SG&A expenses increased 13.4% on a reported basis and 14.8% on a constant currency basis. Approximately 370 basis points of the year-over-year increase is attributable to the first quarter SG&A expenses for Softworld and the second quarter SG&A expenses for RocketPower and PTS, including amortization of intangibles and other operating expenses. The increase in SG&A expenses also reflects increases in salary and related costs and increases in performance-based incentive compensation expenses.

Impairment of assets held for sale relates to our decision to transition our business in Russia in May 2022. As a result, our Russian operations have been classified as a held for sale disposal group and an impairment loss representing the excess carrying value over the fair value of the net assets, less costs to sell, has been recognized in the second quarter of 2022. Gain on sale of assets relates to the disposition of under-utilized real property located in the United States.

Earnings from operations for the first six months of 2022 totaled $31.6 million, compared to earnings of $24.3 million in the first six months of 2021. Improvement is due primarily to higher gross profit, net of increased SG&A expenses and gain on sale of assets, partially offset by the impairment of assets held for sale. Included in total earnings from operations in the first
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six months of 2022 and 2021 is approximately $8.6 million and $2.3 million, respectively, related to Softworld, RocketPower and PTS earnings from operations, inclusive of amortization of intangibles. Earnings from operations increased in all operating segments, with the exception of Professional & Industrial.
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Gain (loss)The loss on investment in Persol Holdings representsin the gain orfirst six months of 2022 represented the $52.4 million loss resulting from changes in the market price of our investment in the common stock of Persol Holdings.Holdings up until the date of the transaction and the $14.8 million loss on sale, including transaction costs from the sale of the investment in an open-market transaction. The gains or losses fluctuate each quarter basedgain on the investment in Persol Holdings in the first six months of 2021 resulted from changes in the quoted market price of the Persol Holdings common stock at period end.stock.

Loss on currency translation from liquidation of subsidiary represents the impact of the substantial liquidation of our Kelly Japan subsidiary following the sale of the company’s investment in Persol Holdings and the return of capital through a dividend payment to its U.S. parent.

The change in Other income (expense), net is primarily the result of $5.5 million of foreign exchange gains related to U.S.-denominated cash equivalents held by our Kelly Japan subsidiary following the sale of the Persol Holdings shares and prior to its dividend payment to the U.S. parent in the first quarter of 2022.

Income tax benefit was $2.6$8.1 million infor the second quarterfirst six months of 20212022 and income tax expense was $0.9$7.9 million for the second quarterfirst six months of 2020.2021. These amounts were impacted by changes in the fair value of the Company's investment in Persol Holdings, which resulted in chargesa benefit of $1.9$18.4 million and $9.0a charge of $11.1 million for the second quarter ofJune year-to-date 2022 and 2021, and 2020, respectively. The second quarter of 2021 had a benefit ofamount benefited $5.2 million from a change in United Kingdom tax rates, while the second quarter of 2020and from tax exempt gains on life insurance policies. The 2022 amounts had ano tax benefit of $7.7 million from Brazil outside basis differences.losses on life insurance policies.

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, the tax effects of stock compensation and, prior to February 2022, changes in the fair value of the Company’s investment in Persol Holdings, which arewere treated as discrete since they cannot be estimated.

The net earningsloss for the period were $24.0was $45.4 million, compared to net earnings of $41.1 million from the second quarter of 2020. This change was due primarily to lower gains on Persol Holdings common stock.

June Year-to-Date Results

Revenue from services in the first six months of 2021 increased 10.2% on a reported basis and 8.3% on a constant currency basis, and reflects revenue increases in all operating segments. Our acquisition of Softworld in early April 2021 added approximately 140 basis points to the revenue growth rate.Compared to the first six months of 2020, revenue from staffing services increased 9.2%, revenue from outcome-based services increased 5.1%, and permanent placement income increased 74.1%.

Gross profit increased 7.7% on higher revenue volume, partially offset by a decrease in the gross profit rate. The gross profit rate decreased primarily due to the impact of temporary government wage subsidies in the prior year, partially offset by the impact of higher permanent placement income and the acquisition of Softworld, which generates higher gross profit rates. Decreases in the gross profit rate for Professional & Industrial and Outsourcing & Consulting were partially offset by increases in the gross profit rate for Science, Engineering & Technology, Education and International. The April 2021 acquisition of Softworld accounted for approximately 20 basis points.

Total SG&A expenses increased 5.6% compared to last year. With the exception of Professional & Industrial, SG&A expenses in all segments increased in comparison to the prior year. SG&A expenses related to Softworld, including amortization of intangibles and other operating expenses, accounted for approximately 210 basis points to the year-over-year increase. The increase in SG&A expenses also reflects increases in performance-based incentive compensation expenses and the impact of temporary expense mitigation efforts in the prior year.

Included in SG&A expenses in the first six months of 2020 was $8.5 million of restructuring charges. Actions were taken in the first quarter of 2020 to position the Company to adopt the updated operating model and to align the U.S. branch network facilities footprint with a more technology-enabled service delivery methodology.

During the first six months of 2020, the negative reaction to the pandemic by the global equity markets also resulted in a decline in the Company's common stock price. This triggered an interim goodwill impairment test, resulting in a $147.7 million goodwill impairment charge in the first quarter of 2020.

Gain on sale of assets of $32.1 million in 2020 represents the excess of the proceeds over the cost of the headquarters properties sold in the first quarter of 2020. The main headquarters building was subsequently leased back by the Company during the first quarter of 2020.

Earnings from operations for the first six months of 2021 totaled $24.3 million, compared to a loss from operations of $100.7 million in the first six months of 2020. The increase in earnings from operations from the prior year primarily reflects the impact of the goodwill impairment charge and restructuring charge in 2020, partially offset by the 2020 gain on sale of assets.

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Gain (loss) on investment in Persol Holdings represents the gain or loss resulting from changes in the market price of our investment in the common stock of Persol Holdings. The gains or losses fluctuate each quarter based on the quoted market price of the Persol Holdings common stock at period end.

Other expense for the first six months of 2021 totaled $3.7 million, compared to other income of $4.3 million for the first six months of 2020. Included in the 2021 amount are transaction-related expenses from the April 2021 acquisition of Softworld and a one-time, non-cash write-down of an equity investment.

Income tax expense was $7.9 million in the first six months of 2021 and income tax benefit was $35.3 million for the first six months of 2020. These amounts were impacted by changes in the fair value of the Company's investment in Persol Holdings, which resulted in a charge of $11.1 million and a benefit of $14.8 million for June year to date 2021 and 2020, respectively. June year to date 2020 includes a tax benefit of $23.0 million on the impairment of goodwill.

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, the tax effects of stock compensation, and changes in the fair value of the Company’s investment in Persol Holdings, which are treated as discrete since they cannot be estimated. The first quarter of 2020 impairment of goodwill was treated as discrete.

The net earnings for the period were $49.6 million, compared to a net loss of $112.1 million from the first six months of 2020.2021. This change was due primarily to higher earnings from operations and increased gains ofthe Persol Holdings common stock, netinvestment, including the first quarter 2022 sale and related impacts, partially offset by improved operating earnings in the first six months of tax.2022.

Recent events in Ukraine have contributed to additional economic uncertainty in Europe. The Company does not have operations in Ukraine and we did not experience any material impact on our revenues or earnings. Subsequent to the end of the second quarter of 2022, we have completed a transaction to transfer our business in Russia to a local firm within the country and are no longer operating in Russia. Revenues and earnings in the International segment will be unfavorably impacted beginning in the third quarter of 2022, but we do not expect to incur significant additional losses upon the completion of a transaction in the third quarter.
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Operating Results By Segment
(Dollars in millions)
Second QuarterJune Year to Date
20212020% Change20212020% Change
Revenue from Services:
Professional & Industrial$466.5 $406.4 14.8 %$934.1 $900.2 3.8 %
Science, Engineering & Technology298.2 247.3 20.6 552.9 517.5 6.8 
Education105.9 25.1 322.1 217.5 167.6 29.8 
Outsourcing & Consulting107.3 83.6 28.2 206.6 173.1 19.3 
International280.4 213.0 31.6 553.3 478.2 15.7 
Less: Intersegment revenue(0.2)(0.1)18.0 (0.4)(0.2)84.1 
Consolidated Total$1,258.1 $975.3 29.0 %$2,464.0 $2,236.4 10.2 %

Second QuarterJune Year to Date
20222021% Change20222021% Change
Revenue from Services:
Professional & Industrial$415.8 $466.5 (10.9)%$860.1 $934.1 (7.9)%
Science, Engineering & Technology324.3 298.2 8.7 641.4 552.9 16.0 
Education155.5 105.9 46.8 328.9 217.5 51.2 
Outsourcing & Consulting124.4 107.3 16.0 233.5 206.6 13.0 
International247.6 280.4 (11.7)500.4 553.3 (9.5)
Less: Intersegment revenue(0.3)(0.2)116.7 (0.6)(0.4)83.6 
Consolidated Total$1,267.3 $1,258.1 0.7 %$2,563.7 $2,464.0 4.0 %

Second Quarter Results
Professional & Industrial revenue from services increased 14.8%,decreased 10.9%. The decrease was due primarily to an increasea 14.0% decline in therevenue from staffing services resulting from lower hours volume, as customer demand improved in our staffing businesses as compared to last year, which was significantly impacted by COVID-19. This increase was coupled with higher permanent placement income, partially offset by higher bill rates. Included in the decline in hours was the impact of a decreaseshift of a large staffing customer to a direct hire model which resulted in revenuelower staffing volume. Revenue from our outcome-based services as customerdeclined by 2.7% due to lower demand declined.for our call center specialty, partially offset by growth in other specialties.

Science, Engineering & Technology revenue from services increased 20.6% on a reported basis, which includes revenues from the acquisition of Softworld. On an organic basis, the8.7%. The revenue growth was 8.3%, which was driven by hours volume increases in our staffing business across most specialtiesoutcome-based product as customer demand increased compared to last year, which was impacted by COVID-19, coupled withwell as increases in outcome-based servicesbill rates and permanent placement income.income in our staffing specialties.

Education revenue from services increased 322.1%46.8%, reflecting the return to in-school instruction by many schools, resulting inan increased demand for our services as compared to a year ago. In the second quarter of 2020, many districts were using virtual or hybrid instruction methods due toago, as well as the impact of COVID-19,the acquisition of PTS in May 2022 which decreasesadded 680 basis points to the year-over-year revenue growth. Increased demand for our services.services reflects the return to in-school instruction as compared to the prior year, as well as new customer wins and an increased fill rate of the demand of existing customers.

Outsourcing & Consulting revenue from services increased 16.0% on a reported basis, which includes the revenue from the acquisition of RocketPower in March 2022. On an organic basis, revenue growth was 5.3% due primarily to the increasestrong demand for RPO services coupled with revenue growth in hours revenue volumeMSP, partially offset by declines in our PPO specialty.revenue.

International revenue from services increased 31.6%decreased 11.7% on a reported basis and decreased 4.3% in constant currency. The decrease was primarily the result of revenue declines in Mexico due to the impact of legislation enacted in the third quarter of 2021, which placed restrictions on the staffing industry. Revenue in Europe decreased 4.4% on a reported basis and increased 21.6%4.0% in constant currency. Year-over-year revenue comparisons were unfavorably impacted by the sale of our staffing operations in Brazil in August 2020. Excluding Brazil, revenue increased 35.5% on a reported basis and 25.2% on acurrency with constant currency basis. The increase was primarily due to higher hours volume, particularlygrowth in France, Portugal and Mexico.most geographies.

June Year-to-Date Results

Professional & Industrial revenue from services increased 3.8%,decreased 7.9%. The decrease was due primarily to an increasea 9.5% decline in staffing services resulting from lower hours volume, partially offset by higher bill rates. Included in the decline in hours volume aswas the impact of a shift of a large staffing customer to a direct hire model which resulted in lower staffing volume. Revenue from outcome-based services declined 6.5% due to lower demand improvedfor our call center specialty, partially offset by growth in our staffing businesses as compared to last year, which was significantly impacted by COVID-19. This increase was combined with an increase in revenue from permanent placement income and our outcome-based services.other specialties.

Science, Engineering & Technology revenue from services increased 6.8%16.0% on a reported basis, which includes revenuesrevenue from the acquisition of Softworld. On an organic basisSoftworld in the second quarter of 2021. Excluding the impact of the addition of Softworld revenue in the first quarter of 2022, the revenue growth was 1.0%9.1%, which was driven by hours increases in our staffing business across most specialties, coupled with an increaseoutcome-based services as well as increases in bill rates and permanent placement income.income in our staffing business.

Education revenue from services increased 29.8%51.2%, reflecting the return to in-school instruction by many schools, resulting inan increased demand for our services as compared to a year ago. In the first six months of 2020, many districts were using virtual or hybrid instruction methods due toago, as well as the impact of COVID-19.the acquisition of PTS in May 2022 which added 330 basis points to the year-over-year revenue growth. Increased demand for our services reflects the return to in-school instruction as compared to the prior year, as well as new customer wins and an increased fill rate of the demand of existing customers.
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Outsourcing & Consulting revenue from services increased 19.3%13.0% on a reported basis, which includes the revenue from the acquisition of RocketPower in March 2022. On an organic basis, revenue growth was 7.5% due primarily to increased hours volumestrong demand for RPO services coupled with revenue growth in ourMSP, partially offset by declines in PPO product and new customer wins in our RPO product.revenue.

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International revenue from services increased 15.7%decreased 9.5% on a reported basis and decreased 2.7% in constant currency. The decrease was primarily the result of revenue declines in Mexico due to the impact of legislation enacted in the third quarter of 2021, which placed restrictions on the staffing industry. Revenue in Europe decreased 1.4% on a reported basis and increased 9.0%6.4% in constant currency. Year-over-year revenue comparisons were unfavorably impacted by the sale of our staffing operationscurrency with growth in Brazil in August 2020. Excluding Brazil, revenue increased 19.5% on a reported basis and 12.6% on a constant currency basis. The increase was primarily due to higher hours volume, particularly in France, Portugal and Mexico.

most geographies.
3738


Operating Results By Segment (continued)
(Dollars in millions)
Second QuarterJune Year to Date
20212020Change20212020Change
Gross Profit:
Professional & Industrial$75.2 $78.9 (4.7)%$151.1 $164.0 (7.9)%
Science, Engineering & Technology66.5 50.6 31.5 119.7 105.3 13.7 
Education16.8 4.3 291.1 34.0 24.7 37.6 
Outsourcing & Consulting34.8 29.2 19.3 66.1 58.0 14.1 
International37.7 26.2 43.8 73.4 60.5 21.3 
Consolidated Total$231.0 $189.2 22.1 %$444.3 $412.5 7.7 %
Gross Profit Rate:
Professional & Industrial16.1 %19.4 %(3.3)pts.16.2 %18.2 %(2.0)pts.
Science, Engineering & Technology22.3 20.4 1.9 21.6 20.3 1.3 
Education15.8 17.1 (1.3)15.6 14.7 0.9 
Outsourcing & Consulting32.5 34.9 (2.4)32.0 33.5 (1.5)
International13.4 12.3 1.1 13.3 12.7 0.6 
Consolidated Total18.4 %19.4 %(1.0)pts.18.0 %18.4 %(0.4)pts.

Second QuarterJune Year to Date
20222021Change20222021Change
Gross Profit:
Professional & Industrial$77.8 $75.2 3.6 %$160.9 $151.1 6.5 %
Science, Engineering & Technology75.2 66.5 13.1 149.0 119.7 24.5 
Education26.0 16.8 55.0 52.6 34.0 54.9 
Outsourcing & Consulting46.2 34.8 32.8 83.5 66.1 26.3 
International37.2 37.7 (1.5)75.0 73.4 2.1 
Consolidated Total$262.4 $231.0 13.6 %$521.0 $444.3 17.3 %
Gross Profit Rate:
Professional & Industrial18.7 %16.1 %2.6 pts.18.7 %16.2 %2.5 pts.
Science, Engineering & Technology23.2 22.3 0.9 23.2 21.6 1.6 
Education16.7 15.8 0.9 16.0 15.6 0.4 
Outsourcing & Consulting37.2 32.5 4.7 35.8 32.0 3.8 
International15.0 13.4 1.6 15.0 13.3 1.7 
Consolidated Total20.7 %18.4 %2.3 pts.20.3 %18.0 %2.3 pts.

Second Quarter Results

Gross profit for the Professional & Industrial segment decreasedincreased due to a declinean increase in the gross profit rate, partially offset by higherlower revenue volume. In comparison to the prior year, the gross profit rate decreased 330increased 260 basis points. This decreaseincrease reflects the unfavorable year-over-year impact of government wage subsidies, increasedimproved business mix, lower employee-related costs associated with our outcome-based services, and a shift in product mix compared to the prior year as demand for staffing services increased. These decreases were partially offset by the impact of increasedhigher permanent placement income this year.income.

The Science, Engineering & Technology gross profit increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 19090 basis points due to increased permanent placement income, coupled with improved specialty mix, including the acquisition of Softworld which generates higher gross profit margins.

Gross profit for the Education segment increased on higher revenue volume, partially offset by a decrease in the gross profit rate. The gross profit rate decreased 130 basis points due primarily to the unfavorable year-over-year impact of government wage subsidies, partially offset by an increase in permanent placement income from Greenwood/Asher, our acquisition in late 2020.

The Outsourcing & Consulting gross profit increased on higher revenue volume, partially offset by a decrease in the gross profit rate. The gross profit rate decreased 240 basis points primarily due to a change in product mix within this segment, as PPO revenues increased.

International gross profit increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 110 basis points primarily due to customer mix and higher permanent placement income.

June Year-to-Date Results

Gross profit for the Professional & Industrial segment decreased due to a decrease in the gross profit rate,income, partially offset by higher revenue volume. In comparison to the prior year, the gross profit rate decreased 200 basis points. This decrease reflects the unfavorable year-over-year impact of government wage subsidies, increased costs associated with our outcome-based services, and a shift in product mix compared to the prior year as demand for staffing services increased. These decreases were partially offset by the impact of increased permanent placement income this year.


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The Science, Engineering & Technology gross profit increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 130 basis points due to increased permanent placement income, coupled with improved specialty mix, including the acquisition of Softworld in April 2021.employee-related costs.

Gross profit for the Education segment increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 90 basis points due primarily to the acquisition of PTS which generates higher margins, and higher permanent placement income fromat Greenwood/Asher, our acquisition in late 2020. This increase was partially offset by the unfavorable year-over-year impact of government wage subsidies.Asher.

The Outsourcing & Consulting gross profit increased on higher revenue volume, partially offset by a decreasecombined with an increase in the gross profit rate. The gross profit rate decreased 150increased 470 basis points primarily due to a change in product mix within this segment assegment. Growth in RPO, including the acquisition of RocketPower, and MSP with higher margins was coupled with decreased revenues in our PPO revenues increased.product, which generates lower profit margins.

International gross profit decreased 1.5% on a reported basis due to the impact of currency exchange rates. On a constant currency basis, gross profit increased 7.3%. The increase was due to a higher gross profit rate, partially offset by lower revenue volume. In comparison to the prior year, the gross profit rate increased 160 basis points primarily due to higher margin specialized solutions in Mexico following the legislative change, improved customer mix and higher permanent placement income.

June Year-to-Date Results

Gross profit for the Professional & Industrial segment increased due to an increase in the gross profit rate, partially offset by lower revenue volume. In comparison to the prior year, the gross profit rate increased 250 basis points. This increase reflects higher permanent placement income, including conversion fees related to a large customer, lower employee-related costs and improved business mix.
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Science, Engineering & Technology gross profit increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 60160 basis points due to improved specialty mix, including the acquisition of Softworld which generates higher gross profit margins, and increased permanent placement income, partially offset by higher employee-related costs.

Gross profit for the Education segment increased on higher revenue volume and an increase in the gross profit rate. The gross profit rate increased 40 basis points due primarily to the acquisition of PTS which generates higher margins and higher permanent placement income.

Outsourcing & Consulting gross profit increased on higher revenue volume, combined with an increase in the gross profit rate. The gross profit rate increased 380 basis points primarily due to a change in product mix within this segment. Growth in RPO, including the acquisition of RocketPower, and MSP with higher margins was coupled with decreased revenues in our PPO product, which generates lower profit margins.

International gross profit increased due to an increase in the gross profit rate, partially offset by lower revenue volume. In comparison to the prior year, the gross profit rate increased 170 basis points primarily due to higher margin specialized solutions in Mexico following the legislative change, customer mix.mix and higher permanent placement income.

3940

Operating Results By Segment (continued)
(Dollars in millions)
Second QuarterJune Year to Date
20212020% Change20212020% Change
SG&A Expenses:
Professional & Industrial$69.0 $64.6 6.9 %$138.4 $145.1 (4.6)%
Science, Engineering & Technology46.9 31.3 49.7 82.6 67.8 21.8 
Education15.3 9.5 60.5 29.5 26.1 12.9 
Outsourcing & Consulting30.1 25.1 19.7 58.5 53.7 8.9 
International34.6 28.3 22.3 67.7 61.5 10.1 
Corporate expenses21.4 19.3 10.7 43.3 43.4 (0.5)
Consolidated Total$217.3 $178.1 21.9 %$420.0 $397.6 5.6 %
Second QuarterJune Year to Date
20212020% Change20212020% Change
Restructuring Charges Included in SG&A Expenses:
Professional & Industrial$— $— NM%$— $4.4 NM%
Science, Engineering & Technology— — NM— 0.5 NM
Education— (0.1)NM— 0.8 NM
Outsourcing & Consulting— — NM— — NM
International— — NM— 1.1 NM
Corporate expenses— (0.1)NM— 1.7 NM
Consolidated Total$— $(0.2)NM%$— $8.5 NM%

Second QuarterJune Year to Date
20222021% Change20222021% Change
SG&A Expenses:
Professional & Industrial$67.4 $69.0 (2.2)%$138.8 $138.4 0.3 %
Science, Engineering & Technology54.8 46.9 16.9 108.0 82.6 30.8 
Education20.4 15.3 33.4 39.0 29.5 32.4 
Outsourcing & Consulting39.8 30.1 32.5 74.1 58.5 26.7 
International34.6 34.6 (0.1)67.8 67.7 0.2 
Corporate expenses23.1 21.4 7.9 48.5 43.3 12.0 
Consolidated Total$240.1 $217.3 10.6 %$476.2 $420.0 13.4 %

Second Quarter Results

Total SG&A expenses in Professional & Industrial increased 6.9%decreased 2.2% from the prior year. Year-over-year comparisons were impacted by temporary expense mitigation actions taken in the second quarter of 2020 as a result of lower revenue volumeyear, primarily due to the COVID-19 disruption. This increase was combined with an increaselower expenses in performance-based incentive compensationour outcome-based call center specialty as volume has declined compared to the prior year.year period.

Total SG&A expenses in Science, Engineering & Technology increased 49.7%16.9% from the prior year, primarily due to higher performance-based incentive compensation expense and higher salary-related costs from higher headcount and salary increases.

Total SG&A expenses in Education increased 33.4% from the prior year, and includes the impact of the acquisition of PTS in May 2022. Excluding the impact of the PTS acquisition, SG&A expenses increased 25.0% from the prior year, due primarily to higher salary-related expenses as headcount has increased as revenues have grown.

Total SG&A expenses in Outsourcing & Consulting increased 32.5% from the prior year, and includes the impact of the acquisition of RocketPower in March 2022. Excluding the impact of the RocketPower acquisition, SG&A expenses increased 19.5% from the prior year, due primarily due to higher salary-related expenses as a result of headcount and salary increases.

Total SG&A expenses in International decreased 0.1% on a reported basis and increased 8.2% on a constant currency basis. This increase was due to higher salary-related expenses driven by an increase in headcount, reflecting improving revenue in Europe.

Corporate expenses increased 7.9% primarily due to higher performance-based incentive compensation expense.

June Year-to-Date Results

Total SG&A expenses in Professional & Industrial increased 0.3% from the prior year, primarily due to higher performance-based incentive compensation expenses mostly offset by lower expenses to support lower volumes in our outcome-based call center specialty.

Total SG&A expenses in Science, Engineering & Technology increased 30.8% from the prior year, and includes the impact of the acquisition of Softworld in the second quarter of 2021. On an organic basis,Excluding the impact of the addition of Softworld expenses in the first quarter of 2022, SG&A expenses increased 23%18.4% from the prior year. Year-over-year comparisons of salaries and related costs were impacted by temporary expense mitigation actions taken in the second quarter of 2020 as a result of lower revenue volume due to the COVID-19 disruption. These increases were combined with higher headcount in sales and recruiting talent, and anThe increase in organic SG&A expenses are due primarily to higher performance-based incentive compensation.compensation expense and higher salary-related costs from increasing headcount.

Total SG&A expenses in Education increased 60.5%32.4% from the prior year. Year-over-year comparisons of salariesyear, and related costs were impacted by temporary expense mitigation actions taken in the second quarter of 2020 to mitigateincludes the impact of the lower revenue volume as a resultacquisition of PTS in May 2022. Excluding the impact of the COVID-19 disruption.PTS acquisition, SG&A expenses increased 28.0% from the prior year, due primarily to higher salary-related expenses as headcount has increased as revenues have grown.



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Total SG&A expenses in Outsourcing & Consulting increased 19.7%26.7% from the prior year. Year-over-year comparisons of salariesyear, and related costs were impacted by temporary expense mitigation actions taken in the second quarter of 2020 to mitigateincludes the impact of the lower revenue volume as a resultacquisition of RocketPower in March 2022. Excluding the impact of the COVID-19 disruption. These increases were combined with an increase in performance-based incentive compensation.RocketPower acquisition, SG&A expenses increased 20.0% from the prior year, due primarily to higher salary-related expenses as headcount has increased as revenues have grown.

Total SG&A expenses in International increased 22.3%0.2% on a reported basis and increased 13.3%7.4% on a constant currency basis. Expenses were higher as a result ofThis increase was due to higher salary-related expenses due to increaseddriven by an increase in headcount, mainlyreflecting improving revenue in our branch network.Europe.

Corporate expenses increased 10.7%12.0% primarily due primarily to higher performance-based incentive compensation.

compensation expense.
40

June Year-to-Date Results

Total SG&A expenses in Professional & Industrial decreased 4.6%, or 1.7% excluding restructuring charges, due primarily to reduced facilities expense as we continue to evaluate and reduce our branch footprint in the U.S. and Canada. This decrease was partially offset by an increase in salaries and performance-based incentive compensation as compared to the prior year.

Total SG&A expenses in Science, Engineering & Technology increased 21.8%, or 22.8% excluding restructuring charges. Excluding restructuring charges and the acquisition of Softworld, SG&A expenses increased 10.3%. Year-over-year comparisons of salaries and related costs were impacted by temporary expense mitigation actions taken in response to the COVID-19 disruption in 2020. These increases were combined with higher headcount in sales and recruiting talent, and an increase in performance-based incentive compensation.

Total SG&A expenses in Education increased 12.9%, or 16.8% excluding restructuring charges. Year-over-year comparisons of salaries and related costs were impacted by temporary expense mitigation actions taken in 2020 in response to the COVID-19 disruption.

Total SG&A expenses in Outsourcing & Consulting increased 8.9% in comparison to the prior year. Year-over-year comparisons of salaries and related costs were impacted by temporary expense actions taken in 2020 in response to the impact of the COVID-19 disruption.

Total SG&A expenses in International increased 10.1% on a reported basis and increased 3.3% on a constant currency basis. Excluding the restructuring charges, expenses increased 5.1% on a constant currency basis. Expenses were higher primarily due to increases in performance-based incentive compensation.

Corporate expenses were flat in comparison to the prior year. Lower restructuring and long-term disability costs were offset by higher performance-based incentive compensation.


4142

Operating Results By Segment (continued)
(Dollars in millions)
Second QuarterJune Year to Date
20212020% Change20212020% Change
Earnings (Loss) from Operations:
Professional & Industrial$6.2 $14.3 (57.0)%$12.7 $18.9 (32.9)%
Science, Engineering & Technology19.6 19.3 1.8 37.1 37.5 (1.1)
Education1.5 (5.2)NM4.5 (1.4)NM
Outsourcing & Consulting4.7 4.1 16.2 7.6 4.3 78.9 
International3.1 (2.1)NM5.7 (1.0)NM
Corporate(21.4)(19.3)(10.7)(43.3)(159.0)72.8 
Consolidated Total$13.7 $11.1 24.1 %$24.3 $(100.7)NM%

Second QuarterJune Year to Date
20222021% Change20222021% Change
Earnings (Loss) from Operations:
Professional & Industrial$10.4 $6.2 68.6 %$22.1 $12.7 74.2 %
Science, Engineering & Technology20.4 19.6 3.8 41.0 37.1 10.5 
Education5.6 1.5 278.6 13.6 4.5 203.1 
Outsourcing & Consulting6.4 4.7 34.5 9.4 7.6 23.1 
International2.6 3.1 (16.3)7.2 5.7 25.7 
Corporate(23.1)(21.4)(7.9)(48.5)(43.3)(12.0)
Impairment of assets held for sale(18.5)— NM(18.5)— NM
Gain on sale of assets4.4 — NM5.3 — NM
Consolidated Total$8.2 $13.7 (40.6)%$31.6 $24.3 29.8 %

Second Quarter Results

Professional & Industrial reported earnings of $6.2$10.4 million for the quarter, a 57.0% decrease from a year ago.The decrease in earnings was primarily due to the year-over-year impact of the government wage subsidies we received in the second quarter of 2020 and increased costs of services reducing our gross profit rate in our outcome-based products, as well as increasing expenses. These were partially offset by increased revenues in our staffing product and an increase in our permanent placement income.

Science, Engineering & Technology reported earnings of $19.6 million for the quarter, a 1.8%68.6% increase from a year ago. The increase in earnings was primarily due to improved gross profit and lower SG&A expense.

Science, Engineering & Technology reported earnings of $20.4 million for the impact of the Softworld acquisition, coupled withquarter, a 3.8% increase from a year ago. The increase in earnings was primarily due to increases in organic staffing and permanent placement revenues in most of our specialties within the SET business unit. These increasesunit that were partially offset by increases in certain expenses, including those related to additional full-time employees and increased performance-based incentive compensation.

Education reported earnings of $1.5$5.6 million for the quarter, compared to a lossearnings of $5.2$1.5 million a year ago. The change was primarily due to the increase in revenue, reflecting the return to in-school instruction, by many schools, resulting in increased demand for our services as compared to a year ago. In 2020, many districts were using virtual or hybrid instruction methods due to the impactago, coupled with good cost management. 2022 results also include earnings of COVID-19.$0.9 million from PTS acquired in May 2022.

Outsourcing & Consulting reported earnings of $4.7$6.4 million for the quarter, a 16.2%34.5% increase from a year ago. The increase in earnings was primarily due to the impact of increased revenue volumes within the segment.segment, partially offset by increased costs related to additional full-time employees. 2022 results also include earnings of $1.0 million from RocketPower acquired in March 2022.

International reported earnings of $3.1$2.6 million for the quarter, compared to a lossearnings of $2.1$3.1 million a year ago. The increasedecrease in earnings was primarily due to improving revenue across both Europetransitioning our Russian operations.

Impairment of assets held for sale relates to our decision to transition our business in Russia in May 2022. As a result, our Russian operations have been classified as a held for sale disposal group, and Mexico.an impairment loss representing the excess carrying value over the fair value of the net assets, less costs to sell, has been recognized in the second quarter of 2022. Gain on sale of assets relates to the disposition of under-utilized real property located in the United States.

June Year-to-Date Results

Professional & Industrial reported earnings of $12.7$22.1 million for the first six months of 2022, a 32.9% decrease74.2% increase from a year ago. The decreaseincrease in earnings was primarily due to improved gross profit, including conversion fees related to a large customer.

Science, Engineering & Technology reported earnings of $41.0 million for the first six months of 2022, a 10.5% increase from a year ago. The increase in earnings was primarily due to the year-over-year impact of the government wage subsidies we receivedSoftworld acquisition. Increases in revenues in most of our specialties within the second quarter of 2020 and increased costs of services reducing our gross profit rate in our outcome-based product lines. TheseSET business unit were partially offset by increases in certain expenses, including those related to additional full-time employees and increased revenues in our staffing product and an increase in our permanent placement income.performance-based incentive compensation.

Science, Engineering & Technology reported earnings of $37.1 million, a 1.1% decrease from a year ago. The decrease in earnings was primarily due to higher expenses related to performance-based incentive compensation and higher salaries due to investment in additional sales and recruiting resources, which exceeded revenue and gross margin growth.This was partially offset by earnings from Softworld, which was acquired in April 2021.
43

Education reported earnings of $4.5$13.6 million for the first six months of 2022, compared to a lossearnings of $1.4$4.5 million a year ago. The increasechange was primarily due to anthe increase in revenue, reflecting the return to in-school instruction, by many schools, resulting in increased demand for our services as compared to a year ago. In 2020, many districts were using virtual or hybrid instruction methods due to the impactago, coupled with good cost management. 2022 results also include earnings of COVID-19.$0.9 million from PTS acquired in May 2022.
42

Outsourcing & Consulting reported earnings of $7.6$9.4 million for the first six months of 2022, a 78.9%23.1% increase compared tofrom a year ago. The increase in earnings was primarily due to the impact of increased revenue volumes within the segment.segment, partially offset by increased costs related to additional full-time employees. 2022 results also include earnings of $1.0 million from RocketPower acquired in March 2022.

International reported earnings of $5.7$7.2 million for the first six months of 2022, compared to a lossearnings of $1.0$5.7 million a year ago. The increase in earnings was primarily due to improving revenue, across bothon a constant currency basis, in Europe, and Mexico.partially offset by the impact of transitioning our Russian operations.

Impairment of assets held for sale relates to our decision to transition our business in Russia in May 2022. As a result, our Russian operations have been classified as a held for sale disposal group, and an impairment loss representing the excess carrying value over the fair value of the net assets, less costs to sell, has been recognized in the second quarter of 2022. Gain on sale of assets relates to the disposition of under-utilized real property located in the United States.
43
44

Financial Condition
Historically, we have financed our operations through cash generated by operating activities and access to credit markets. Our working capital requirements are primarily generated from temporary employee payroll, which is generally paid weekly or monthly, and customer accounts receivable, which is generally outstanding for longer periods. Since receipts from customers lag payroll to temporary employees, working capital requirements increase substantially in periods of growth. Conversely, when economic activity slows, working capital requirements may substantially decrease. This may result in an increase in our operating cash flows; however, any such increase would not be sustainable in the event that an economic downturn continued for an extended period. The impact of the current economic slow-down resulting from the COVID-19 crisis on our business began in March 2020. While we have yet to return to pre-crisis revenue levels, we are seeing continued economic momentumhave experienced improving demand for our services and sustainableexpect a sustained recovery in the second quarter of 2021.throughout 2022.

As highlighted in the consolidated statements of cash flows, our liquidity and available capital resources are impacted by four key components: cash, cash equivalents and restricted cash, operating activities, investing activities and financing activities.

Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash, including cash held for sale, totaled $70.7$154.0 million at the end of the second quarter of 20212022 and $228.1$119.5 million at year-end 2020.2021. As further described below, we used $107.3 million of cash for operating activities, generated $47.6$175.6 million of cash from operating activities, used $201.7 million of cash for investing activities and used $1.0$33.9 million of cash for financing activities.

Operating Activities
In the first six months of 2021,2022, we generated $47.6used $107.3 million of net cash fromfor operating activities, as compared to generating $178.1$47.6 million in the first six months of 2020,2021, primarily due to increased working capital requirements as revenue levels continue to recover or surpass pre-COVID levels in certain segments.segments and as a result, in increasing days sales outstanding. As of the end of the second quarter of 2022, Global DSO has increased primarily as a result of an increase in the mix of MSP and other customers with extended terms and, to a lesser extent, the timing of customer payments. Accounts payable and accrued liabilities was $734.7 million and increased from year-end 2021 as a result of increased MSP supplier payables. In addition, we paid $50.1 million of income taxes related to the sale of Persol Holdings common stock in 2022.

Trade accounts receivable totaled $1.4$1.5 billion at the end of the second quarter of 2021.2022. Global DSO was 63 days at the end of the second quarter of 2022, 60 days at year-end 2021 and 60 days at the end of the second quarter of 2021, 64 days at year-end 2020 and 61 days at the end of the second quarter of 2020. The decrease since year-end 2020 reflects the collection of receivables from several large customers who were carrying higher balances due to customer-driven administrative issues at year end.2021.

Our working capital position (total current assets less total current liabilities) was $455.4$576.0 million at the end of the second quarter of 2021, a decrease2022, an increase of $168.6$82.5 million from year-end 2020.2021. Excluding the decreaseincrease in cash, working capital declined $10.0increased $61.3 million from year-end 2020.2021. The current ratio (total current assets divided by total current liabilities) was 1.41.5 at the end of the second quarter of 20212022 and 1.7 at year-end 2020.2021.

Investing Activities
In the first six months of 2021,2022, we used $201.7generated $175.6 million of cash forfrom investing activities, as compared to generating $13.3using $201.7 million in the first six months of 2020.2021. Included in cash generated from investing activities in the first six months of 2022 is $196.9 million of proceeds from the sale of the investment in Persol Holdings and $119.5 million of proceeds from the sale of almost all of the Company's shares in our equity investment in PersolKelly. This was partially offset by $58.3 million of cash used for the acquisition of RocketPower in March 2022, net of cash received and $84.8 million of cash used for the acquisition of PTS in May 2022, net of cash received. Included in cash used for investing activities in the first six months of 2021 is $219.0 million of cash used for the acquisition of Softworld in April 2021, net of cash received. Included in cash from investing activities in the first six months of 2020 is $55.5 million of proceeds representing the cash received, net of transaction expenses, for the sale of three headquarters properties as a part of a sale and leaseback transaction. This was partially offset by $36.4 million of cash used for the acquisition of Insight in January 2020, net of the cash received and including working capital adjustments.

Financing Activities
In the first six months of 2021,2022, we used $1.0$33.9 million of cash for financing activities, as compared to using $6.2$1.0 million in the first six months of 2020.2021. The change in cash fromused for financing activities was primarily related to the buyback of the Company's common shares held by Persol Holdings for $27.2 million in the first six months of 2022 and the year-over-year change in dividend payments. Dividends paid per common share were $0.075 in first six months of 2020, while no dividends were paid$0.125 in the first six months of 2022 and $0.00 in first six months of 2021.

Changes in net cash fromused for financing activities are also impacted by short-term borrowing activities. Debt totaled $0.1 millionThere was no change in short-term borrowings in the first six months of 2022. The change in short-term borrowings in the first six months of 2021 was primarily due to payments on local lines of credit. There was no debt at the end of the second quarter of 20212022 and was $0.3 million at year-end 2020, and represented local borrowings in both periods.2021. Debt-to-total capital (total debt reported in the consolidated balance sheet divided by total debt plus stockholders’ equity)
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is a common ratio to measure the relative capital structure and leverage of the Company. Our ratio of debt-to-total capital was 0.0% at the end of the second quarter of 20212022 and at year-end 2020.2021.
The change in short-term borrowings in the first six months of 2021 and the first six months of 2020 was primarily due to payments on local lines of credit.
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New Accounting Pronouncements
See New Accounting Pronouncements footnote in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a description of new accounting pronouncements.
Critical Accounting Estimates
For a discussion of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20202021 Form 10-K.
Contractual Obligations and Commercial Commitments
There were no significant changes to our contractual obligations and commercial commitments from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20202021 Form 10-K. We have no material unrecorded commitments, losses, contingencies or guarantees associated with any related parties or unconsolidated entities.

Liquidity

We expect to meet our ongoing short-term and long-term cash requirements principally through cash generated from operations, available cash and equivalents, securitization of customer receivables and committed unused credit facilities.Additional funding sources could include asset-based lending, additional bank facilities or sale of non-core assets. To meet significant cash requirements related to our nonqualified retirement plan, we may utilize proceeds from Company-owned life insurance policies. During 2020, cash generated from operations was supplemented by the deferral of payments of the Company's U.S. social security taxes as allowed by the Coronavirus Aid, Relief, and Economic Security Act. SuchWe have repaid $59.4 million, including $29.5 million in the first quarter of 2022 and the remaining deferrals of $57.6 million are required to be repaid by the end of 2021 and 2022.

January 3, 2023.
We utilize intercompany loans, dividends, capital contributions and redemptions to effectively manage our cash on a global basis. We periodically review our foreign subsidiaries’ cash balances and projected cash needs. As part of those reviews, we may identify cash that we feel should be repatriated to optimize the Company’s overall capital structure. As of the end of the second quarter of 2021,2022, these reviews have not resulted in any specific plans to repatriate a majority of our international cash balances. We expect much of our international cash will be needed to fund working capital growth in our local operations as working capital needs, primarily trade accounts receivable, increase during periods of growth. A cash pooling arrangement (the “Cash Pool”) is available to fund general corporate needs internationally. The Cash Pool is a set of cash accounts maintained with a single bank that must, as a whole, maintain at least a zero balance; individual accounts may be positive or negative. This allows countries with excess cash to invest and countries with cash needs to utilize the excess cash.

As of the second quarter of 2021,2022, we had $200.0 million of available capacity on our $200.0 million revolving credit facility and $97.0 million of available capacity on our $150.0 million securitization facility. The securitization facility carried no short-term borrowings and $53.0 million of standby letters of credit related to workers’ compensation. Together, the revolving credit and securitization facilities provide the Company with committed funding capacity that may be used for general corporate purposes subject to financial covenants and restrictions. While we believe these facilities will cover our working capital needs over the short term, if economic conditions or operating results change significantly from our current expectations, we may need to seek additional sources of funds. As of the end of the second quarter of 2021,2022, we met the debt covenants related to our revolving credit facility and securitization facility.

We have historically managed our cash and debt closely to optimize our capital structure. As our cash balances build, we tend to pay down debt as appropriate. Conversely, when working capital needs grow, we tend to use corporate cash and cash available in the Cash Pool first, and then access our borrowing facilities. We believe that we may utilize a portion ofexpect our existing cash balances to fund working capital requirements to increase over the next several quarters if demand for our services continues to increase and to pay the remaining deferred payroll tax balances in which 50% are duenoted above by January 3, 2023.

In February 2022, we completed transactions to monetize a substantial portion of our assets in the fourthAsia-Pacific region which will allow us to strategically redeploy resources to accelerate our growth. Specifically, we concluded our cross-shareholding arrangement with Persol Holdings and reduced our ownership interest in PersolKelly, our APAC joint venture. We sold our investment in Persol Holdings common stock in an open-market transaction. We repurchased the 1.6 million Kelly Class A and 1,475 Kelly Class B common shares owned by Persol Holdings at a price based on the last five trading days prior to the
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transaction. We sold almost all of our ownership interest in PersolKelly to our joint venture partner. In the second quarter of both 2021 and 2022.2022, the Company paid $50.1 million in taxes resulting from the sale of the Persol Holdings shares.

We monitor the credit ratings of our major banking partners on a regular basis and have regular discussions with them. Based on our reviews and communications, we believe the risk of one or more of our banks not being able to honor commitments is insignificant. We also review the ratings and holdings of our money market funds and other investment vehicles regularly to ensure high credit quality and access to our invested cash.

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Forward-Looking Statements
Certain statements contained in this report and in our investor conference call related to these results are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.applicable securities laws and regulations. Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or variations or negatives thereof or by similar or comparable words or phrases. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by us that may be provided by management, including oral statements or other written materials released to the public, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about our Company and economic and market factors in the countries in which we do business, among other things. These statements are not guarantees of future performance, and we have no specific intention to update these statements.
Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause our actual performance and future events and actions to differ materially from such forward-looking statements include, but are not limited to, changing market and economic conditions, the recentimpact of the novel coronavirus (COVID-19) outbreak, competitive market pressures including pricing and technology introductions and disruptions, disruption in the labor market and weakened demand for human capital resulting from technological advances, competition law risks, the impact of changes in laws and regulations (including federal, state and international tax laws), unexpected changes in claim trends on workers’ compensation, unemployment, disability and medical benefit plans, or the risk of additional tax liabilities in excess of our estimates, our ability to achieve our business strategy, our ability to successfully develop new service offerings, material changes in demand from or loss of large corporate customers as well as changes in their buying practices, risks particular to doing business with government or government contractors, the risk of damage to our brand, our exposure to risks associated with services outside traditional staffing, including business process outsourcing, services of licensed professionals and services connecting talent to independent work, our increasing dependency on third parties for the execution of critical functions, our ability to effectively implement and manage our information technology strategy, the risks associated with past and future acquisitions, including risk of related impairment of goodwill and intangible assets, exposure to risks associated with investments in equity affiliates including PersolKelly Pte. Ltd., risks associated with conducting business in foreign countries, including foreign currency fluctuations, the exposure to potential market and currency exchange risks relating to our investment in Persol Holdings, risks associated with violations of anticorruption, trade protection and other laws and regulations, availability of qualified full-time employees, availability of temporary workers with appropriate skills required by customers, liabilities for employment-related claims and losses, including class action lawsuits and collective actions, our ability to sustain critical business applications through our key data centers, risks arising from failure to preserve the privacy of information entrusted to us or to meet our obligations under global privacy laws, the risk of cyberattacks or other breaches of network or information technology security, our ability to realize value from our tax credit and net operating loss carryforwards, our ability to maintain specified financial covenants in our bank facilities to continue to access credit markets, and other risks, uncertainties and factors discussed in this report and in our other filings with the Securities and Exchange Commission. Actual results may differ materially from any forward-looking statements contained herein, and we undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations. Certain risk factors are discussed more fully under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to foreign currency risk primarily related to our foreign subsidiaries. Exchange rates impact the U.S. dollar value of our reported earnings, our investments in and held by subsidiaries, local currency denominated borrowings and intercompany transactions with and between subsidiaries. Our foreign subsidiaries primarily derive revenues and incur expenses within a single country and currency which, as a result, provide a natural hedge against currency risks in connection with normal business operations. Accordingly, changes in foreign currency rates vs. the U.S. dollar, euro or Swiss franc generally do not impact local cash flows. Intercompany transactions which create foreign currency risk include services, royalties, loans, contributions and distributions.
In addition, we are exposed to interest rate risks through our use of the multi-currency line of credit and other borrowings. A hypothetical fluctuation of 10% of market interest rates would not have had a material impact on 20212022 second quarter earnings.
We are exposed to market and currency risks on our investment in Persol Holdings, which may be material. The investment is stated at fair value and is marked to market through net earnings. Foreign currency fluctuations on this yen-denominated investment are reflected as a component of other comprehensive income (loss). See Fair Value Measurements footnote in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q for further discussion.
We are exposed to market risk as a result of our obligation to pay benefits under our nonqualified deferred compensation plan and our related investments in company-owned variable universal life insurance policies. The obligation to employees increases and decreases based on movements in the equity and debt markets. The investments in mutual funds, as part of the Company-owned variable universal life insurance policies, are designed to mitigate, but not eliminate, this risk with offsetting gains and losses.

Item 4.  Controls and Procedures.
Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s 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.
On April 5, 2021, weMarch 7, 2022, the Company completed the acquisition of SoftworldRocketPower and on May 2, 2022 our KSU subsidiary completed the acquisition of PTS (see Acquisitions and Disposition footnote) and have implemented new processes and. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal controls to assist us incontrol over financial reporting during the preparation and disclosurefirst year of financial information. Givenan acquisition while integrating the significance of the Softworld acquisition and the complexity of systems and business processes,acquired company. Accordingly, we intend to exclude the acquired Softworld businessRocketPower and PTS businesses from our assessment and report on internal control over financial reporting for the year ending January 2, 2022.1, 2023. We are in the process of integrating RocketPower and PTS into our system of internal control over financial reporting.

Other than the acquisition discussedExcept as noted above, there werewas no changeschange in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION 

Item 1.  Legal Proceedings.
The Company is continuously engaged in litigation, threatened ligation, 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 relatedtax-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. The Company maintains insurance coverage which may cover certain claims. When claims exceed the applicable policy deductible and realization of recovery of the claim from existing insurance policies is deemed probable, the Company records receivables from the insurance company for the excess amount, which are included in prepaid expenses and other current assets in the consolidated balance sheet.

While the outcome of these matters currently pending 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.

In January 2018, the Hungarian Competition Authority initiated proceedings against the Company, along with a local industry trade association and its members, due to alleged infringement of national competition regulations. The Authority announced its decision on December 18, 2020, levying a fine against the trade association with joint and several secondary liabilitiesliability placed
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on the 20 member companies. Our apportioned secondary liability is approximately $300,000. Certain other member companies exercised their right to challenge the decision, which coulddecision. Publication of the judgement by the court will impact the apportionment. Theapportionment of secondary liability initially announced by the Competition Authority. However, the Company does not believe that resolution of this matter will have a material adverse effect upon the Company’s competitive position, results of operations, cash flows or financial position.

Item 1A.  Risk Factors.
The following risk factor hasThere have been updated fromno material changes in the Company's risk factors previously disclosed in Part I, Item 1A of the Company's Annual Report filed on the Form 10-K for the year ended January 3, 2021.
Our business has been adversely impacted by the recent novel coronavirus (COVID-19) outbreak and we expect adverse business and economic conditions will continue in the future.
The outbreak of the novel coronavirus across the globe negatively impacted the economies and general welfare in the countries in which we operate, as well as in the countries where our customers provide goods and services. In addition, health concerns related to the outbreak and in some cases the lack of access to childcare have negatively impacted talent supply. Throughout the pandemic, we maintained our focus on the health and safety of our employees, contractors, customers and suppliers around the world.Our emergency management team tracks the impact of COVID-19, including the deployment of vaccines, implementation of health and safety measures across our various business segments, and development of plans for safely continuing operations.

The demand for staffing services is significantly affected by general economic conditions.The economic downturn and uncertainties related to the duration of the COVID-19 pandemic adversely impacted, and continues to impact, the staffing industry and the Company’s ability to forecast its financial performance.

The COVID-19 outbreak and related containment and mitigation efforts resulted in a substantial decline in our revenues. We expect that our revenues will continue to be impacted until demand for our services and the labor supply recover. The impact on our business, financial condition and results of operations could be material. Likewise, the financial viability of third parties on which we rely to provide staffing services or manage critical business functions could also be impacted by COVID-19. Due to the ongoing nature of the pandemic, we are not able to predict with certainty the timing or the extent of the recovery. Business decisions by customers made in response to the COVID-19 pandemic, including automation, social distancing and remote work, if sustained in a post-pandemic business environment, could negatively impact customer demand for our services.

2, 2022.
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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Sales of Equity Securities Not Registered Under the Securities Exchange Act of 1933
None.
(c) Issuer Repurchases of Equity Securities
During the second quarter of 2021,2022, we reacquired shares of our Class A common stock as follows:
Period
Total Number
of Shares
(or Units)
Purchased
Average
Price Paid
per Share
(or Unit)
Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs
(in millions of dollars)
April 5, 2021 through May 9, 2021748 $26.04 — $— 
May 10, 2021 through June 6, 2021223 26.28 — $— 
June 7, 2021 through July 4, 2021140 25.32 — $— 
Total1,111 $26.00 —  
PeriodTotal Number
of Shares
(or Units)
Purchased
Average
Price Paid
per Share
(or Unit)
Total Number
of Shares (or
Units) Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
That May Yet Be
Purchased Under the
Plans or Programs
(in millions of dollars)
April 4, 2022 through May 8, 2022891 $19.81 — $— 
May 9, 2022 through June 5, 2022184 18.12 $— 
June 6, 2022 through July 3, 2022525 18.50 — $— 
Total1,600 $19.18  
We may reacquire shares sold to cover employee tax withholdings due upon the vesting of restricted stock and performance shares held by employees. Accordingly, 1,1111,600 shares were reacquired in transactions during the quarter.

Item 3.  Defaults Upon Senior Securities.
Not applicable. 

Item 4.  Mine Safety Disclosures.
Not applicable. 

Item 5.  Other Information.
Not applicable. 

Item 6.  Exhibits.
See Index to Exhibits required by Item 601, Regulation S-K, set forth on page 5052 of this filing.

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INDEX TO EXHIBITS
REQUIRED BY ITEM 601,
REGULATION S-K
Exhibit No.Description
Second Addendum to Employment Agreement between Kelly Services Management Sarl and Berendina Maria Bekhuis Koolhaas.
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
  
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as amended.
  
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
  
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
  
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
  
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
  
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 KELLY SERVICES, INC.
  
Date: August 12, 202111, 2022 
  
 /s/ Olivier G. Thirot
 Olivier G. Thirot
 Executive Vice President and
 Chief Financial Officer
 (Principal Financial Officer)
Date: August 12, 202111, 2022 
  
 /s/ Laura S. Lockhart
 Laura S. Lockhart
 Vice President, Corporate Controller
 and Chief Accounting Officer
 (Principal Accounting Officer)

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