10-K 1 kelya20131119_10k.htm FORM 10-K kelya20131119_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2013

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the transition period from _________  to  __________ 

                                                

Commission file number 0-1088

 

 

KELLY SERVICES, INC.

 

 

(Exact Name of Registrant as specified in its Charter)

 

 

 

Delaware  

 

38-1510762 

 

 

(State or other jurisdiction of 

 

(IRS Employer Identification Number) 

 

 

incorporation or organization) 

 

 

 

                                    

 

999 West Big Beaver Road, Troy, Michigan  

 

48084 

 

 

(Address of Principal Executive Office) 

 

(Zip Code) 

 

                                                         

 

(248) 362-4444

 

 

(Registrant's Telephone Number, Including Area Code)

 

 

Securities Registered Pursuant to Section 12(b) of the Act:  

 

Title of each class

 

 Name of each exchange on which registered

 

 

Class A Common

 

NASDAQ Global Market 

 

 

Class B Common

 

NASDAQ Global Market 

 

               

Securities Registered Pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]     No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]     No [X]

 

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 [X]   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 [X] No [ ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

  

 
 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]   

Accelerated filer [X]  

Non-accelerated filer [ ] (Do not check if a smaller reporting company)  

Smaller reporting company [ ] 

                                                           

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $515,130,106.

 

Registrant had 33,970,737 shares of Class A and 3,451,161 of Class B common stock, par value $1.00, outstanding as of February 2, 2014.

 

Documents Incorporated by Reference

 

The proxy statement of the registrant with respect to its 2014 Annual Meeting of Stockholders is incorporated by reference in Part III.

  

 
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PART I

 

Unless the context otherwise requires, throughout this Annual Report on Form 10-K the words “Kelly,” “Kelly Services,” “the Company,” “we,” “us” and “our” refer to Kelly Services, Inc. and its consolidated subsidiaries.

 

ITEM 1. BUSINESS.

 

History and Development of Business

 

Founded by William R. Kelly in 1946, Kelly Services® has developed innovative workforce solutions for customers in a variety of industries throughout our 67-year history. Our range of solutions has grown steadily over the years to match the changing needs of our customers.

 

We have evolved from a United States-based company concentrating primarily on traditional office staffing into a global workforce solutions leader offering a full breadth of specialty services. While ranking as one of the world’s largest scientific staffing providers, we are also among the leaders in information technology, engineering and financial staffing, and we place professional and technical employees at all levels in law, healthcare, education and creative services. These specialty services complement our expertise in office services, contact center, light industrial and electronic assembly staffing. As the human capital arena has become more complex, we have also developed a suite of innovative solutions to help many of the world’s largest companies manage their supply of talent, including outsourcing, consulting, recruitment, career transition and vendor management services.

 

Geographic Breadth of Services

 

Headquartered in Troy, Michigan, we provide employment for approximately 540,000 employees annually to a variety of customers around the globe—including 99 of the Fortune 100™ companies.

 

Kelly provides workforce solutions to a diversified group of customers in three regions: the Americas, Europe, the Middle East, and Africa (“EMEA”), and Asia Pacific (“APAC”).

 

Description of Business Segments

 

Our operations are divided into seven principal business segments: Americas Commercial, Americas Professional and Technical (“Americas PT”), EMEA Commercial, EMEA Professional and Technical (“EMEA PT”), APAC Commercial, APAC Professional and Technical (“APAC PT”) and Outsourcing and Consulting Group (“OCG”).

 

Americas Commercial

Our Americas Commercial segment specialties include: Office, providing trained employees for word processing, data entry, clerical and administrative support roles; Contact Center, providing staff for contact centers, technical support hotlines and telemarketing units; Education, supplying schools nationwide with instructional and non-instructional employees; Marketing, providing support staff for seminars, sales and trade shows; Electronic Assembly, providing assemblers, quality control inspectors and technicians; and Light Industrial, placing maintenance workers, material handlers and assemblers. We also offer a temporary-to-hire service that provides customers and temporary staff the opportunity to evaluate their relationship before making a full-time employment decision, a direct-hire placement service and vendor on-site management.

 

Americas PT

Our Americas PT segment includes a number of industry-specific specialty services: Science, providing all levels of scientists and scientific and clinical research workforce solutions; Engineering, supplying engineering professionals across all disciplines, including aeronautical, chemical, civil/structural, electrical/instrumentation, environmental, industrial, mechanical, petroleum, pharmaceutical, quality and telecommunications; Information Technology, placing IT specialists across all disciplines; Creative Services, placing creative talent in the spectrum of creative services positions; Finance and Accounting, serving the needs of corporate finance departments, accounting firms and financial institutions with all levels of financial professionals; Government, providing a full spectrum of talent management solutions to the U.S. federal government; Healthcare, providing all levels of healthcare specialists and professionals; and Law, placing legal professionals including attorneys, paralegals, contract administrators, compliance specialists and legal administrators. Our temporary-to-hire service, direct-hire placement service and vendor on-site management are also offered in this segment.

  

 
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EMEA Commercial

Our EMEA Commercial segment provides a similar range of staffing services as described for our Americas Commercial segment above, including: Office, Contact Center and our temporary-to-hire service. Additional service areas include Catering and Hospitality, providing chefs, porters and hospitality representatives; and Industrial, supplying manual workers to semi-skilled professionals in a variety of trade, non-trade and operational positions.

 

EMEA PT

Our EMEA PT segment provides many of the same services as described for our Americas PT segment, including: Engineering, Finance and Accounting, Healthcare, IT and Science.

 

APAC Commercial

Our APAC Commercial segment offers a similar range of commercial staffing services as described for our Americas and EMEA Commercial segments above, through staffing solutions that include permanent placement, temporary staffing and temporary to full-time staffing.

 

APAC PT

Our APAC PT segment provides many of the same services as described for our Americas and EMEA PT segments, including: Engineering, IT and Science. Additional services in Australia and New Zealand include mid- to senior-level search and selection for leaders in core practice areas such as HR, Sales and Marketing, Finance, Procurement and General Management.

 

OCG

OCG delivers integrated talent management solutions to meet customer needs across multiple regions, skill sets and the entire spectrum of talent categories. Using talent supply chain strategies, we help customers manage their full-time and contingent labor spend, and gain access to service providers and quality talent at competitive rates with minimized risk. Services in this segment include: Contingent Workforce Outsourcing (CWO), providing globally managed service solutions that integrate supplier and vendor management technology partners to optimize contingent workforce spend; Business Process Outsourcing (BPO), offering full staffing and operational management of non-core functions or departments; Recruitment Process Outsourcing (RPO), offering end-to-end talent acquisition solutions, including customized recruitment projects; Independent Contractor Solutions, delivering evaluation, classification and risk management services that enable safe access to this critical talent pool; Payroll Process Outsourcing (PPO), providing centralized payroll processing solutions globally for our customers; Career Transition and Executive Coaching and Development; and Executive Search, providing leadership in executive placement in various regions throughout the world.

 

Financial information regarding our industry segments is included in the Segment Disclosures note to our consolidated financial statements presented in Part II, Item 8 of this report.

 

Business Objectives

 

Kelly’s philosophy is rooted in our conviction that we can and do make a difference on a daily basis — for our customers, in the lives of our employees, in the local communities we serve and in our industry. Our vision is “to provide the world’s best workforce solutions.” We aspire to be a strategic business partner to our customers and strive to assist them in operating efficient, profitable organizations. Our solutions are customizable to benefit any scope or scale customers require.

 

As the use of contingent labor, consultants and independent contractors becomes more prevalent and critical to the ongoing success of our customer base, our core competencies are refined to help them realize their respective business objectives. Kelly offers a comprehensive array of outsourcing and consulting services, as well as world-class staffing on a temporary, temporary-to-hire and direct placement basis. Kelly will continue to deliver the strategic expertise our customers need to transform their workforce challenges into opportunities.

  

 
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Business Operations

 

Service Marks

 

We own numerous service marks that are registered with the United States Patent and Trademark Office, the European Union Community Trademark Office and numerous individual country trademark offices.

 

Seasonality

 

Our quarterly operating results are affected by the seasonality of our customers’ businesses. Demand for staffing services historically has been lower during the first quarter, and typically increases during the remainder of the year.

 

Working Capital

 

Our working capital requirements are primarily generated from temporary employee payroll and customer accounts receivable. Since receipts from customers generally lag payroll to temporary employees, working capital requirements increase substantially in periods of growth.

 

Customers

 

We are not dependent on any single customer or a limited segment of customers. In 2013, an estimated 51% of total Company revenue was attributed to 100 large customers. Our largest single customer accounted for approximately five percent of total revenue in 2013.

 

Government Contracts

 

Although we conduct business under various federal, state, and local government contracts, they do not account for a significant portion of our business.

 

Competition

 

The worldwide temporary staffing industry is competitive and highly fragmented. In the United States, approximately 100 competitors operate nationally, and approximately 10,000 smaller companies compete in varying degrees at local levels. Additionally, several similar staffing companies compete globally. In 2013, our largest competitors were Allegis Group, Adecco S.A., Randstad Holding N.V., ManpowerGroup Inc. and Robert Half International Inc.

 

Key factors that influence our success are quality of service, price, breadth of service and geographic coverage.

 

Quality of service is highly dependent on the availability of qualified, competent temporary employees, and our ability to recruit, screen, train, retain and manage a pool of employees who match the skills required by particular customers. During an economic downturn, we must balance competitive pricing pressures with the need to retain a qualified workforce. Price competition in the staffing industry is intense — particularly for office clerical and light industrial personnel — and pricing pressure from customers and competitors continues to be significant.

 

Breadth of service, or ability to manage staffing suppliers, has become more critical as customers seek “one-stop shopping” for all their staffing needs. Geographic presence is important, as temporary employees are generally unwilling to travel great distances for assignment and customers prefer working with companies in their local market.

 

Environmental Concerns

 

Because we are involved in a service business, federal, state or local laws that regulate the discharge of materials into the environment do not materially impact us.

 

Employees

 

We employ approximately 1,100 people at our corporate headquarters in Troy, Michigan, and approximately 7,000 staff members in our international network of branch offices. In 2013, we assigned approximately 540,000 temporary employees to a variety of customers around the globe.

  

 
4

 

 

 

While services may be provided inside the facilities of customers, we remain the employer of record for our temporary employees. We retain responsibility for employee assignments, the employer’s share of all applicable payroll taxes and the administration of the employee’s share of these taxes.

 

Foreign Operations

 

For information regarding sales, earnings from operations and long-lived assets by domestic and foreign operations, please refer to the information presented in the Segment Disclosures note to our consolidated financial statements, presented in Part II, Item 8 of this report.

 

Access to Company Information

 

We electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (“SEC”). The public may read and copy any of the reports that are filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

 

We make available, free of charge, through our website, and by responding to requests addressed to our vice president of investor relations, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports. These reports are available as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Our website address is: www.kellyservices.com. The information contained on our website, or on other websites linked to our website, is not part of this report.

  

 
5

 

 

ITEM 1A. RISK FACTORS.

 

We operate in a highly competitive industry with low barriers to entry and may be unable to compete successfully against existing or new competitors.

 

The worldwide staffing services market is highly competitive with limited barriers to entry. We compete in global, national, regional and local markets with full-service and specialized temporary staffing and consulting companies. While the majority of our competitors are significantly smaller than us, several competitors, including Allegis Group, Adecco S.A., Randstad Holding N.V., ManpowerGroup Inc. and Robert Half International Inc., have substantial marketing and financial resources. In particular, Adecco S.A., Randstad Holding N.V. and ManpowerGroup Inc. are considerably larger than we are and, thus, have significantly more marketing and financial resources. Additionally, the emergence of on-line staffing platforms or other forms of disintermediation may pose a competitive threat to our services, which operate under a more traditional staffing business model. Price competition in the staffing industry is intense, particularly for the provision of office clerical and light industrial personnel. We expect that the level of competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

 

The number of customers consolidating their staffing services purchases with a single provider or small group of providers continues to increase which, in some cases, may make it more difficult for us to obtain or retain customers. We also face the risk that our current or prospective customers may decide to provide similar services internally. As a result, there can be no assurance that we will not encounter increased competition in the future.

 

Our business is significantly affected by fluctuations in general economic conditions.

 

Demand for staffing services is significantly affected by the general level of economic activity and employment in the United States and the other countries in which we operate. When economic activity increases, temporary employees are often added before full-time employees are hired. As economic activity slows, however, many companies reduce their use of temporary employees before laying off full-time employees. Significant swings in economic activity historically have had a disproportionate impact on staffing industry volumes. We may also experience more competitive pricing pressure during periods of economic downturn. A substantial portion of our revenues and earnings are generated by our business operations in the United States. Any significant economic downturn in the United States or certain other countries in which we operate could have a material adverse effect on our business, financial condition and results of operations.

 

We may not achieve the intended effects of our business strategy.

 

As discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, our business strategy focuses on driving growth in higher margin specialties -- in Americas PT and also within our growing OCG segment. We plan to add resources and implement cost-efficient service delivery models to enable local teams to focus on profit-generating activities and relationships. We expect that revenue growth will lag these investments and, consequently, affect our profitability in the short-term. If we are not successful in executing our strategy, we may not achieve either our stated goal of double-digit revenue growth in those segments or the intended productivity improvements, therefore negatively impacting future profitability.

 

We are highly dependent on our senior management and the continued performance and productivity of our field personnel.

 

We are highly dependent on the continued efforts of the members of our senior management. We are also highly dependent on the performance and productivity of our field personnel. The loss of any of the members of our senior management may cause a significant disruption in our business. In addition, the loss of any of our field personnel may jeopardize existing customer relationships with businesses that use our services based on relationships with these individuals.

  

 
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We may be unable to adequately protect our intellectual property rights, including our brand, which is important to our success.

 

Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property including the value of our brands. Existing laws of the various countries in which we provide services or solutions may offer only limited protection. We rely upon a combination of internal controls, confidentiality and other contractual agreements, and patent, copyright and trademark laws to protect our intellectual property rights. Our intellectual property rights may not prevent competitors from independently developing products and services similar to ours. Further, the steps we take might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, which could materially adversely affect our business and financial results.

 

If we fail to successfully develop new service offerings, we may be unable to retain current customers and gain new customers and our revenues would decline.

 

The process of developing new service offerings requires accurate anticipation of customers’ changing needs and emerging technological trends. This may require that we make long-term investments and commit significant resources before knowing whether these investments will eventually result in service offerings that achieve customer acceptance and generate the revenues required to provide desired returns. If we fail to accurately anticipate and meet our customers’ needs through the development of new service offerings, our competitive position could be weakened and that could materially adversely affect our results of operations and financial condition.

 

As we increasingly offer services outside the realm of traditional staffing, including business process outsourcing, we are exposed to additional risks which could have a material adverse effect on our business.

 

Our business strategy focuses on growing our outsourcing and consulting business, including business process outsourcing, where we provide operational management of our customers’ non-core functions or departments. This could expose us to certain risks unique to that business, including product liability or product recalls. Although we have internal vetting processes to control such risks, there is no assurance that these processes will be effective. Additionally, while we maintain insurance in types and amounts we believe are appropriate in light of the aforementioned exposures, there can also be no assurance that such insurance policies will remain available on reasonable terms or be sufficient in amount or scope of coverage.

 

Past and future acquisitions may not be successful.

 

From time to time, we acquire and invest in companies throughout the world. Acquisitions involve a number of risks, including the diversion of management’s attention from its existing operations, the failure to retain key personnel or customers of an acquired business, the failure to realize anticipated benefits such as cost savings and revenue enhancements, the potentially substantial transaction costs associated with acquisitions, the assumption of unknown liabilities of the acquired business and the inability to successfully integrate the business into our operations. Potential impairment losses could result if we overpay for an acquisition. There can be no assurance that any past or future acquired businesses will generate anticipated revenues or earnings.

 

Investments in equity affiliates expose us to additional risks and uncertainties.

 

We participate, or may participate in the future, in certain investments in equity affiliates, such as joint ventures or other equity investments with strategic partners. These arrangements expose us to a number of risks, including the risk that the management of the combined venture may not be able to fulfill their performance obligations under the management agreements or may be incapable of providing the required financial support. Additionally, improper, illegal or unethical actions by the venture management could have a negative impact on the reputation of the venture and our company.

  

 
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A loss of major customers could have a material adverse effect on our business.

 

Our business strategy is focused on serving large corporate customers through high volume global service agreements. While our strategy is intended to enable us to increase our revenues and earnings from our major corporate customers, the strategy also exposes us to increased risks arising from the possible loss of major customer accounts. The deterioration of the financial condition or business prospects of these customers could reduce their need for temporary employment services and result in a significant decrease in the revenues and earnings we derive from these customers. Since receipts from customers generally lag payroll to temporary employees, the bankruptcy of a major customer could have a material adverse impact on our ability to meet our working capital requirements. Additionally, most of our customer contracts can be terminated by the customer on short notice without penalty. Further, as a result of alleged contractual noncompliance, we could be excluded from participating in government contracts. This creates uncertainty with respect to the revenues and earnings we may recognize with respect to our customer contracts.

 

We conduct a significant portion of our operations outside of the United States and we are subject to risks relating to our international business activities, including fluctuations in currency exchange rates and numerous legal and regulatory requirements.

 

We conduct our business in most major staffing markets throughout the world. Our operations outside the United States are subject to risks inherent in international business activities, including:

 

 

fluctuations in currency exchange rates;

 

 

varying economic and political conditions;

 

 

differences in cultures and business practices;

 

 

differences in employment and tax laws and regulations;

 

 

differences in accounting and reporting requirements;

 

 

differences in labor and market conditions;

 

 

changing and, in some cases, complex or ambiguous laws and regulations;

 

 

violations of U.S. Foreign Corrupt Practices Act and similar anti-corruption laws; and

 

 

litigation and claims.

 

Our operations outside the United States are reported in the applicable local currencies and then translated into U.S. dollars at the applicable currency exchange rates for inclusion in our consolidated financial statements. Exchange rates for currencies of these countries may fluctuate in relation to the U.S. dollar and these fluctuations may have an adverse or favorable effect on our operating results when translating foreign currencies into U.S. dollars.

 

We depend on our ability to attract and retain qualified temporary personnel (employed directly by us or through third-party suppliers).

 

We depend on our ability to attract qualified temporary personnel who possess the skills and experience necessary to meet the staffing requirements of our customers. We must continually evaluate our base of available qualified personnel to keep pace with changing customer needs. Competition for individuals with proven professional skills is intense, and demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified personnel will continue to be available in sufficient numbers and on terms of employment acceptable to us and our customers. Our success is substantially dependent on our ability to recruit and retain qualified temporary personnel.

  

 
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We may be exposed to employment-related claims and losses, including class action lawsuits and collective actions, which could have a material adverse effect on our business.

 

We employ and assign personnel in the workplaces of other businesses. The risks of these activities include possible claims relating to:

 

 

discrimination and harassment;

 

 

wrongful termination or retaliation;

 

 

violations of employment rights related to employment screening or privacy issues;

 

 

apportionment between us and our customer of legal obligations as an employer of temporary employees;

 

 

classification of workers as employees or independent contractors;

 

 

employment of unauthorized workers;

 

 

violations of wage and hour requirements;

 

 

retroactive entitlement to employee benefits;

 

 

failure to comply with leave policy requirements; and

 

 

errors and omissions by our temporary employees, particularly for the actions of professionals such as attorneys, accountants and scientists.

 

We are also subject to potential risks relating to misuse of customer proprietary information, misappropriation of funds, death or injury to our employees, damage to customer facilities due to negligence of temporary employees, criminal activity and other similar occurrences. We may incur fines and other losses or negative publicity with respect to these risks. In addition, these occurrences may give rise to litigation, which could be time-consuming and expensive. In the U.S. and certain other countries in which we operate, new employment and labor laws and regulations have been proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation. Such laws and regulations are also arising with increasing frequency at the state and local level in the U.S. There can be no assurance that the corporate policies and practices we have in place to help reduce our exposure to these risks will be effective or that we will not experience losses as a result of these risks. Although we maintain insurance in types and amounts we believe are appropriate in light of the aforementioned exposures, there can also be no assurance that such insurance policies will remain available on reasonable terms or be sufficient in amount or scope of coverage. Additionally, should we have a material inability to produce records as a consequence of litigation or a government investigation, the cost or consequences of such matters could become much greater.

 

Improper disclosure of sensitive or private information could result in liability and damage our reputation.

 

Our business involves the use, storage and transmission of information about full-time and temporary employees. Additionally, our employees may have access or exposure to customer data and systems, the misuse of which could result in legal liability. Cyber-attacks, including attacks motivated by grievances against our industry and against us in particular, may disable or damage our systems. We are dependent on, and are ultimately responsible for, the security provisions of vendors who have custodial control of our data. We have established policies and procedures to help protect the security and privacy of this information. It is possible that our security controls over personal and other data and other practices we follow may not prevent the improper access to or disclosure of personally identifiable or otherwise confidential information.  Such disclosure or damage to our systems could harm our reputation and subject us to liability under our contracts and laws that protect personal data and confidential information, resulting in increased costs or loss of revenue.  Further, data privacy is subject to frequently evolving rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services.  Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability, additional compliance costs, missed business opportunities or damage to our reputation in the marketplace.

  

 
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Damage to our key data centers could affect our ability to sustain critical business applications.

 

Many business processes critical to our continued operation are housed in our data center situated within the corporate headquarters complex as well as regional data centers in Asia-Pacific and Europe. Those processes include, but are not limited to, payroll, customer reporting and order management. While we have taken steps to protect these operations and have developed remote recovery capabilities, the loss of a data center would create a substantial risk of business interruption.

 

Our information technology projects may not yield their intended results.

 

At the present time, we have a number of information technology projects in process or in the planning stages, including improvements to applicant onboarding and tracking systems, order management, billing and customer data analytics. Although the technology is intended to increase productivity and operating efficiencies, these projects may not yield their intended results. Any delays in completing, or an inability to successfully complete, these technology initiatives or an inability to achieve the anticipated efficiencies could adversely affect our operations, liquidity and financial condition.

 

Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting.   

 

Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting. If our management is unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot render an opinion on the effectiveness of our internal controls over financial reporting, or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could have a negative effect on our stock price.

 

Impairment charges relating to our goodwill and long-lived assets could adversely affect our results of operations.

 

We regularly monitor our goodwill and long-lived assets for impairment indicators.  In conducting our goodwill impairment testing, we compare the fair value of each of our reporting units to the related net book value.  In conducting our impairment analysis of long-lived assets, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values.  Changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of our goodwill or long-lived assets.  In the event that we determine that our goodwill or long-lived assets are impaired, we may be required to record a significant non-cash charge to earnings that could adversely affect our results of operations.

 

Unexpected changes in claim trends on our workers’ compensation, disability and medical benefit plans may negatively impact our financial condition.

 

We self-insure, or otherwise bear financial responsibility for, a significant portion of expected losses under our workers’ compensation program, disability and medical benefits claims. Unexpected changes in claim trends, including the severity and frequency of claims, actuarial estimates and medical cost inflation, could result in costs that are significantly different than initially reported. If future claims-related liabilities increase due to unforeseen circumstances, or if we must make unfavorable adjustments to accruals for prior accident years, our costs could increase significantly. There can be no assurance that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to cover increased costs as a result of any changes in claims-related liabilities.

  

 
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The net financial impact of recent U.S. healthcare legislation on our results of operations could be significant.

 

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Acts”) were signed into U.S. law. The Acts represent comprehensive U.S. healthcare reform legislation that, in addition to other provisions, will subject us to potential penalties unless we offer to our employees minimum essential healthcare coverage that is affordable and provides minimum value. In order to comply with the Acts, we intend to begin offering health care coverage in 2015 to all temporary employees eligible for coverage under the Acts. In 2014, we will continue to incur costs related to implementing the Acts in advance of future pricing designed to pass related costs on to our customers. Further, there can be no assurance that we will be able to increase pricing to our customers in a sufficient amount to cover all the increased costs, or that they will be recovered in the period in which costs are incurred, and the net financial impact on our results of operations could be significant.

 

Our business is subject to extensive government regulation, which may restrict the types of employment services we are permitted to offer or result in additional or increased taxes, including payroll taxes or other costs that reduce our revenues and earnings.

 

The temporary employment industry is heavily regulated in many of the countries in which we operate. Changes in laws or government regulations may result in prohibition or restriction of certain types of employment services we are permitted to offer or the imposition of new or additional benefit, licensing or tax requirements that could reduce our revenues and earnings. In particular, we are subject to state unemployment taxes in the U.S., which typically increase during periods of increased levels of unemployment. We also receive benefits, such as the work opportunity income tax credit in the U.S., that regularly expire and may not be reinstated. There can be no assurance that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to fully cover increased costs as a result of any changes in laws or government regulations. Any future changes in laws or government regulations, or interpretations thereof, may make it more difficult or expensive for us to provide staffing services and could have a material adverse effect on our business, financial condition and results of operations.

 

We may have additional tax or unclaimed property liabilities that exceed our estimates.

 

We are subject to federal taxes and a multitude of state and local taxes in the United States and taxes in foreign jurisdictions. We are also subject to unclaimed or abandoned property (escheat) laws which require us to remit to certain U.S. government authorities the property of others held by us that has been unclaimed for a specified period of time, such as payroll checks issued to temporary employees. The demographics of our work force and the visibility of our industry may make it more likely we become a target of government investigations, and we are regularly subject to audit by tax authorities. Although we believe our tax and unclaimed property estimates are reasonable, the final determination of audits and any related litigation could be materially different from our historical tax provisions and accruals. The results of an audit or litigation could materially harm our business.

 

Failure to maintain specified financial covenants in our bank credit facilities, or credit market events beyond our control, could adversely restrict our financial and operating flexibility and subject us to other risks, including risk of loss of access to capital markets.

 

Our bank credit facilities contain covenants that require us to maintain specified financial ratios and satisfy other financial conditions. During 2013, we met all of the covenant requirements. Our ability to continue to meet these financial covenants, particularly with respect to interest coverage (see Debt note in the footnotes to the consolidated financial statements), may not be assured.  If we default under this or any other of these requirements, the lenders could declare all outstanding borrowings, accrued interest and fees to be due and payable or significantly increase the cost of the facility.  In these circumstances, there can be no assurance that we would have sufficient liquidity to repay or refinance this indebtedness at favorable rates or at all. Events beyond our control could result in the failure of one or more of our banks, reducing our access to liquidity and potentially resulting in reduced financial and operating flexibility.  If broader credit markets were to experience dislocation, our potential access to other funding sources would be limited.

  

 
11

 

 

The lenders that participate in our revolving credit facility and our securitization facility may be unwilling or unable to honor their obligations to provide credit under these committed credit facilities.

 

Aside from cash on hand, our revolving credit facility and our securitization facility are our main sources of liquidity. The revolving credit facility is financed by a syndicate of banks. Each bank in the syndicate is responsible for providing a portion of the loans under the facility and is contractually obligated to provide these loans as long as we meet certain terms and conditions. It is possible that one or more of the lenders in the bank group could fail to satisfy its obligations. In this case, our agreements allow for other participants to assume these obligations; however, it is possible that this may not happen. We may not be able to find other funding sources to make up the lost capacity, and any sources found could carry higher interest expense that could affect our financial performance.

 

Our controlling stockholder exercises voting control over our company and has the ability to elect or remove from office all of our directors.

 

Terence E. Adderley, the Executive Chairman of our board of directors, and certain trusts with respect to which he acts as trustee or co-trustee, control approximately 93% of the outstanding shares of Kelly Class B common stock, which is the only class of our common stock entitled to voting rights. Mr. Adderley is therefore able to exercise voting control with respect to all matters requiring stockholder approval, including the election or removal from office of all members of the Board of Directors.

 

We are not subject to most of the listing standards that normally apply to companies whose shares are quoted on the NASDAQ Global Market.

 

Our Class A and Class B common stock are quoted on the NASDAQ Global Market. Under the listing standards of the NASDAQ Global Market, we are deemed to be a “controlled company” by virtue of the fact that Terence E. Adderley, the Executive Chairman of our board of directors, and certain trusts of which he acts as trustee or co-trustee have voting power with respect to more than fifty percent of our outstanding voting stock. A controlled company is not required to have a majority of its board of directors comprised of independent directors. Director nominees are not required to be selected or recommended for the board’s selection by a majority of independent directors or a nominations committee comprised solely of independent directors, nor do the NASDAQ Global Market listing standards require a controlled company to certify the adoption of a formal written charter or board resolution, as applicable, addressing the nominations process. A controlled company is also exempt from NASDAQ Global Market’s requirements regarding the determination of officer compensation by a majority of independent directors or a compensation committee comprised solely of independent directors. A controlled company is required to have an audit committee composed of at least three directors, who are independent as defined under the rules of both the Securities and Exchange Commission and the NASDAQ Global Market. The NASDAQ Global Market further requires that all members of the audit committee have the ability to read and understand fundamental financial statements and that at least one member of the audit committee possess financial sophistication. The independent directors must also meet at least twice a year in meetings at which only they are present.

 

We currently comply with certain of the listing standards of the NASDAQ Global Market that do not apply to controlled companies. Our compliance is voluntary, however, and there can be no assurance that we will continue to comply with these standards in the future.

 

Provisions in our certificate of incorporation and bylaws and Delaware law may delay or prevent an acquisition of our company.

 

Our restated certificate of incorporation and bylaws contain provisions that could make it harder for a third party to acquire us without the consent of our board of directors. For example, if a potential acquirer were to make a hostile bid for us, the acquirer would not be able to call a special meeting of stockholders to remove our board of directors or act by written consent without a meeting. The acquirer would also be required to provide advance notice of its proposal to replace directors at any annual meeting, and would not be able to cumulate votes at a meeting, which would require the acquirer to hold more shares to gain representation on the board of directors than if cumulative voting were permitted.

  

 
12

 

 

Our board of directors also has the ability to issue additional shares of common stock that could significantly dilute the ownership of a hostile acquirer. In addition, Section 203 of the Delaware General Corporation Law limits mergers and other business combination transactions involving 15 percent or greater stockholders of Delaware corporations unless certain board or stockholder approval requirements are satisfied. These provisions and other similar provisions make it more difficult for a third party to acquire us without negotiation.

 

Our board of directors could choose not to negotiate with an acquirer that it did not believe was in our strategic interests. If an acquirer is discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by these or other measures, our shareholders could lose the opportunity to sell their shares at a favorable price.

 

The holders of shares of our Class A common stock are not entitled to voting rights.

 

Under our certificate of incorporation, the holders of shares of our Class A common stock are not entitled to voting rights, except as otherwise required by Delaware law. As a result, Class A common stock holders do not have the right to vote for the election of directors or in connection with most other matters submitted for the vote of our stockholders.

 

Our stock price may be subject to significant volatility and could suffer a decline in value.

 

The market price of our common stock may be subject to significant volatility. We believe that many factors, including several which are beyond our control, have a significant effect on the market price of our common stock. These include:

 

 

actual or anticipated variations in our quarterly operating results;

 

 

announcements of new services by us or our competitors;

 

 

announcements relating to strategic relationships or acquisitions;

 

 

changes in financial estimates by securities analysts;

 

 

changes in general economic conditions;

 

 

actual or anticipated changes in laws and government regulations;

 

 

commencement of, or involvement in, litigation;

 

 

any major change in our board or management;

 

 

changes in industry trends or conditions; and

 

 

sales of significant amounts of our common stock or other securities in the market.

 

In addition, the stock market in general, and the NASDAQ Global Market in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. In the past, securities class action litigation has often been instituted following periods of volatility in the market price of a company’s securities. A securities class action suit against us could result in substantial costs, potential liabilities and the diversion of our management’s attention and resources. Further, our operating results may be below the expectations of securities analysts or investors. In such event, the price of our common stock may decline.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

  

 
13

 

  

ITEM 2. PROPERTIES.

 

We own our headquarters in Troy, Michigan, where corporate, subsidiary and divisional offices are currently located. The original headquarters building was purchased in 1977. Headquarters operations were expanded into additional buildings purchased in 1991, 1997 and 2001.

 

The combined usable floor space in the headquarters complex is approximately 350,000 square feet. Our buildings are in good condition and are currently adequate for their intended purpose and use. We also own undeveloped land in Troy and northern Oakland County, Michigan.

 

Branch office business is conducted in leased premises with the majority of leases being fixed for terms of generally three to five years in the United States and Canada and five to ten years outside the United States and Canada. We own virtually all of the office furniture and the equipment used in our corporate headquarters and branch offices.

 

 

ITEM 3. LEGAL PROCEEDINGS.

 

The Company received final court approval of the settlement of a single class action, Fuller v. Kelly Services, Inc. and Kelly Home Care Services, Inc., in the Superior Court of California, Los Angeles, which involved a claim for monetary damages by current and former temporary employees in the State of California. The claims were related to alleged misclassification of personal attendants as exempt and not entitled to overtime compensation under state law and alleged technical violations of a state law governing the content of employee pay stubs. During 2011, a $1.2 million after tax charge relating to the settlement was recognized in discontinued operations. During the first quarter of 2012, we reduced our estimate of the costs to settle the litigation by $0.4 million after tax, which we recorded in discontinued operations.

 

During the fourth quarter of 2013, a Louisiana jury rendered an award of $4.4 million, pursuant to litigation brought by Robert and Margaret Ward against the Jefferson Parish School Board and Kelly Services. Under the verdict, Kelly’s share of the liability consists of $2.7 million plus a portion of pre-and-post-judgment interest. Kelly is appropriately insured for this verdict. Kelly believes that the verdict is not supported by the facts of the case and is currently evaluating appeals strategies with its insurers.

 

The Company is continuously engaged in litigation arising in the ordinary course of its business, typically matters alleging employment discrimination, alleging wage and hour violations or enforcing the restrictive covenants in the Company’s employment agreements. While there is no expectation that any of these matters will have a material adverse effect on the Company’s results of operations, financial position or cash flows, litigation is always subject to inherent uncertainty and the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company.

 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

  

 
14

 

 

PART II

 

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information and Dividends

 

Our Class A and Class B common stock is traded on the NASDAQ Global Market under the symbols “KELYA” and “KELYB,” respectively. The high and low selling prices for our Class A common stock and Class B common stock as quoted by the NASDAQ Global Market and the dividends paid on the common stock for each quarterly period in the last two fiscal years are reported in the table below. Our ability to pay dividends is subject to compliance with certain financial covenants contained in our debt facilities, as described in the Debt footnote to the consolidated financial statements.

 
   

Per share amounts (in dollars)

 
                                         
   

First

Quarter

   

Second

Quarter

   

Third

Quarter

   

Fourth

Quarter

   

Year

 
                                         

2013

                                       

Class A common

                                       

High

  $ 18.92     $ 18.99     $ 20.46     $ 25.82     $ 25.82  

Low

    15.04       16.32       17.28       18.37       15.04  
                                         

Class B common

                                       

High

    19.86       21.24       20.98       24.17       24.17  

Low

    15.50       16.54       17.56       19.01       15.50  
                                         

Dividends

    0.05       0.05       0.05       0.05       0.20  
                                         

2012

                                       

Class A common

                                       

High

  $ 18.09     $ 16.25     $ 14.30     $ 15.90     $ 18.09  

Low

    13.75       11.30       11.26       12.40       11.26  
                                         

Class B common

                                       

High

    17.40       18.02       14.47       15.50       18.02  

Low

    13.80       12.13       11.65       12.93       11.65  
                                         

Dividends

    0.05       0.05       0.05       0.05       0.20  

 

 

Holders

 

The number of holders of record of our Class A and Class B common stock were approximately 7,400 and 300, respectively, as of February 2, 2014.

 

Recent Sales of Unregistered Securities

 

None.

  

 
15

 

 

Issuer Purchases of Equity Securities

 

During the fourth quarter of 2013, 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)

 

September 30, 2013 through November 3, 2013

    302     $ 20.07       -     $ -  
                                 

November 4, 2013 through December 1, 2013

    29,229       23.24       -       -  
                                 

December 2, 2013 through December 29, 2013

    -       -       -       -  
                                 

Total

    29,531     $ 23.21       -          

 

We may reacquire shares sold to cover taxes due upon the vesting of restricted stock held by employees. Accordingly, 29,531 shares were reacquired during the Company’s fourth quarter.

  

 
16

 

 

Performance Graph

 

The following graph compares the cumulative total return of our Class A common stock with that of the S&P 600 SmallCap Index and the S&P 1500 Human Resources and Employment Services Index for the five years ended December 31, 2013. The graph assumes an investment of $100 on December 31, 2008 and that all dividends were reinvested.

 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Assumes Initial Investment of $100

December 31, 2008 – December 31, 2013

 

 

 

 

 
 

2008

2009

2010

2011

2012

2013

Kelly Services, Inc.

$100.00

$91.70

$144.50

$105.83

$123.58

$197.94

S&P SmallCap 600 Index

$100.00

$125.57

$158.60

$160.22

$186.37

$263.37

S&P 1500 Human Resources and Employment Services Index

$100.00

$138.19

$159.84

$135.07

$151.22

$266.86

  

 
17

 

 

ITEM 6. SELECTED FINANCIAL DATA.

 

The following table summarizes selected financial information of Kelly Services, Inc. and its subsidiaries for each of the most recent five fiscal years. This table should be read in conjunction with the other financial information, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements included elsewhere in this report.

 

(In millions except per share amounts)

 

2013

   

2012

   

2011

   

2010

    2009 (1)  
                                         

Revenue from services

  $ 5,413.1     $ 5,450.5     $ 5,551.0     $ 4,950.3     $ 4,314.8  

Earnings (loss) from continuing operations (2)

    58.9       49.7       64.9       26.1       (105.1 )

Earnings (loss) from discontinued operations, net of tax (3)

    -       0.4       (1.2 )     -       0.6  

Net earnings (loss)

    58.9       50.1       63.7       26.1       (104.5 )
                                         

Basic earnings (loss) per share:

                                       

Earnings (loss) from continuing operations

    1.54       1.31       1.72       0.71       (3.01 )

Earnings (loss) from discontinued operations

    -       0.01       (0.03 )     -       0.02  

Net earnings (loss)

    1.54       1.32       1.69       0.71       (3.00 )
                                         

Diluted earnings (loss) per share:

                                       

Earnings (loss) from continuing operations

    1.54       1.31       1.72       0.71       (3.01 )

Earnings (loss) from discontinued operations

    -       0.01       (0.03 )     -       0.02  

Net earnings (loss)

    1.54       1.32       1.69       0.71       (3.00 )
                                         

Dividends per share

                                       

Classes A and B common

    0.20       0.20       0.10       -       -  
                                         

Working capital

    474.5       470.3       417.0       367.6       357.6  

Total assets

    1,798.6       1,635.7       1,541.7       1,368.4       1,312.5  

Total noncurrent liabilities

    214.0       172.4       168.3       153.6       205.3  

 

(1)

Fiscal year included 53 weeks.

 

(2)

Included in results of continuing operations are asset impairments of $1.7 million in 2013, $3.1 million in 2012, $2.0 million in 2010 and $53.1 million in 2009.

 

(3)

Discontinued Operations represent adjustments to assets and liabilities retained from the 2006 sale of Kelly Staff Leasing and 2007 sale of Kelly Home Care.

 

 
18

 

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Executive Overview

The Staffing Industry

 

The worldwide staffing industry is competitive and highly fragmented. In the United States, approximately 100 competitors operate nationally, and approximately 10,000 smaller companies compete in varying degrees at local levels. Additionally, several staffing companies compete globally. Demand for temporary services is highly dependent on the overall strength of the global economy and labor markets. In periods of economic growth, demand for temporary services generally increases, and the need to recruit, screen, train, retain and manage a pool of employees who match the skills required by particular customers becomes critical. Conversely, during an economic downturn, demand drops, leading to competitive pricing pressures. Accordingly, the on-going economic crisis in the Eurozone and slow recovery from recession in the U.S. have impacted staffing firms of all sizes over the last several years.

 

Our Business

 

Kelly Services is a global staffing company, providing innovative workforce solutions for customers in a variety of industries. Our staffing operations are divided into three regions, Americas, EMEA and APAC, with commercial and professional and technical staffing businesses in each region. As the human capital arena has become more complex, we have also developed a suite of innovative solutions within our global OCG business. We are forging strategic relationships with our customers to help them manage their flexible workforces through outsourcing, consulting, recruitment, career transition and vendor management services.

 

We earn revenues from the hourly sales of services by our temporary employees to customers, as a result of recruiting permanent employees for our customers, and through our outsourcing and consulting activities. 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 financial asset. Average days sales outstanding varies within and outside the U.S., but is 52 days on a global basis. Since receipts from customers generally lag temporary employee payroll, working capital requirements increase substantially in periods of growth.

 

Our Strategy and Outlook

 

Our long-term strategic objective is to create shareholder value by delivering a competitive profit from the best workforce solutions and talent in the industry. To achieve this, we are focused on the following key areas:

 

 

Maintain our core strengths in commercial staffing in key markets;

 

 

Grow our professional and technical solutions;

 

 

Transform our OCG segment into a market-leading provider of talent supply chain management;

 

 

Capture permanent placement growth in selected specialties; and

 

 

Lower our costs through deployment of efficient service delivery models.

 

Although our objectives remain clear, tepid global economic growth and job creation continues to impact our business, and Kelly’s revenue was down 1% year over year. Though modest job growth is occurring, we are not experiencing the corresponding across-the-board uplift in our industry that was typical in previous recoveries. Instead, the improvement in temporary employment in the U.S. as reported by the Bureau of Labor Statistics has primarily been driven by hiring in the construction, retail and hospitality sectors -- areas in which Kelly is not generally engaged.

  

 
19

 

 

However, even with these underlying influences, we delivered solid operational performance in two key areas. During 2013:

 

 

In our OCG segment, we increased revenue by 20% and earnings from operations by 36% year over year, confirming that our direction aligns with increased market demand for outsourced solutions. Growth was particularly strong in the core elements of our talent supply chain management model, which continues to be a key driver of our strategic and financial progress.

 

 

While making additional investments, including significant investments in OCG, we continued to practice effective expense control. Total company expenses increased by 2% in comparison to the prior year, underscoring our commitment to balancing fiscal discipline with targeted long-term growth.

 

At 1.0% for 2013, our return on sales (“ROS”) is still well below our long-term goal of 4.0%. To make significant progress against our ROS goal and better leverage our business, we will need to see continued economic growth coupled with stronger demand for full-time and temporary labor in the sectors that Kelly supports. In the meantime, we remain focused on what we can control: executing a well-formed strategy with increased speed and precision, and making the necessary investments to advance that strategy.

 

During 2013, we did not make the level of investment in Americas PT that was necessary to establish and maintain sufficient recruiting capability to achieve growth in this segment, which was reflected in the year-over-year revenue decline of 3%. In 2014, we plan to make targeted investments to adjust our operating models and increase our resources responsible for driving growth in higher margin specialties – in Americas PT and also within our growing OCG segment. Specifically, our investments will expand a centralized approach to PT recruiting for our local markets, as well as develop additional capabilities within OCG to meet the increasing demand for our solutions, such as in talent supply chain analytics. These investments are intended to drive double-digit sales growth in 2015 in both OCG and our Americas PT segment, assuming continued growth in portions of the economy that rely on these services. We will also continue to invest in driving efficiencies throughout the Company as we build out our centralized service delivery model for large accounts and create operational efficiencies that remove administrative burdens from client-facing teams. We expect that revenue growth will lag these investments and, consequently, that our overall earnings will be down on a year-over-year basis.

 

Meeting the provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Acts”) remains a challenge for us. The Acts represent comprehensive U.S. healthcare reform legislation that, in addition to other provisions, will subject us to potential penalties unless we offer to our employees minimum essential healthcare coverage that is affordable and provides minimum value. In order to comply with the Acts, Kelly intends to begin offering health care coverage in 2015 to all temporary employees eligible for coverage under the Acts. In 2014, we will continue to incur costs related to implementing the Acts in advance of future pricing designed to pass related costs on to our customers. Further, there can be no assurance that we will be able to increase pricing to our customers in a sufficient amount to cover all the increased costs, or that they will be recovered in the period in which costs are incurred, and the net financial impact on our results of operations could be significant.

 

Longer-term, we believe the trends in the staffing industry are positive: companies are becoming more comfortable with the use of flexible staffing models; there is increasing acceptance of free agents and contractual employment by companies and candidates alike; and companies are searching for more comprehensive workforce management solutions. This shift in demand for contingent labor plays to our strengths and experience -- particularly serving large companies.

 

Financial Measures – Operating Margin and Constant Currency

 

Operating margin or ROS (earnings from operations divided by revenue from services) is a ratio used to measure the Company’s pricing strategy and operating efficiency. Constant currency (“CC”) change amounts are non-GAAP measures. The CC change amounts in the following tables refer to the year-over-year percentage changes resulting from translating 2013 financial data into U.S. dollars using the same foreign currency exchange rates used to translate financial data for 2012. We believe that CC measurements are an important analytical tool to aid in understanding underlying operating trends without distortion due to currency fluctuations.

  

 
20

 

 

Staffing Fee-Based Income

 

Staffing fee-based income, which is included in revenue from services in the following tables, has a significant impact on gross profit rates. There are very low direct costs of services associated with staffing fee-based income. Therefore, increases or decreases in staffing fee-based income can have a disproportionate impact on gross profit rates. Previously, we disclosed OCG fees in fee-based income, where the growth in OCG began to mask the trend in staffing fee-based income. Beginning with 2013, we are disclosing total staffing fee-based income, which does not include OCG fees, and have reclassified the prior years’ fee-based income to conform to the current presentation.

 

Results of Operations

2013 versus 2012

 

Total Company

(Dollars in millions)

   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 5,413.1     $ 5,450.5       (0.7

)%

    (0.6

)%

Staffing fee-based income

    87.7       96.8       (9.5 )     (8.5 )

Gross profit

    889.5       896.6       (0.8 )     (0.6 )

SG&A expenses excluding restructuring charges

    832.9       822.1       1.3          

Restructuring charges

    1.6       (0.9 )     278.7          

Total SG&A expenses

    834.5       821.2       1.6       1.8  

Asset impairments

    1.7       3.1       (47.1 )        

Earnings from operations

    53.3       72.3       (26.3 )        
                                 

Gross profit rate

    16.4

%

    16.5

%

    (0.1 ) pts.        

Expense rates (excluding restructuring charges):

                               
% of revenue     15.4       15.1       0.3          
% of gross profit     93.6       91.7       1.9          

Operating margin

    1.0       1.3       (0.3 )        

 

Total Company revenue for 2013 was down 1% in comparison to the prior year. This reflected a 4% decrease in hours worked, partially offset by a 3% increase in average bill rates. Hours decreased in our staffing business in all three regions. The decrease in the Americas and EMEA was due, in large part, to the economic uncertainty existing in both regions, while the decline in APAC was due to decisions we made to exit low-margin business in India. The improvement in average bill rates was primarily due to the mix of countries, particularly India, where we exited business with very low average bill rates.

 

Compared to 2012, the gross profit rate was down 10 basis points. Decreases in the gross profit rate in EMEA, APAC and OCG were partially offset by a slight increase in the Americas gross profit rate.

 

Selling, general and administrative (“SG&A”) expenses increased 2% year over year. Included in SG&A expenses for 2013 is $3.0 million for a settlement with the state of Delaware related to unclaimed property examinations. Restructuring costs in 2013 primarily relate to severance costs incurred from the Company’s decision to exit the OCG executive search business operating in Germany. The total net restructuring benefit in 2012 included $2.9 million of favorable adjustments to prior restructuring costs in the U.K., partially offset by costs associated with restructuring actions taken in Italy, France and Ireland.

 

Asset impairments in 2013 represent the write-off of the carrying value of long-lived assets related to the decision to exit the executive search business operating in Germany. Asset impairments in 2012 represent the write-off of previously capitalized costs related to the decision to abandon the PeopleSoft billing system implementation.

  

 
21

 

 

Income tax benefit for 2013 was $10.1 million (-20.8% effective tax rate), compared to expense of $19.1 million (27.8%) for 2012. The U.S. work opportunity credit program was generally not available for employees hired in 2012, but was retroactively reinstated for 2012 and 2013 in January, 2013. Accordingly, we did not record work opportunity credits for most employees hired in 2012 until 2013. As a result, we recorded $9.3 million of 2012 work opportunity credits in the first quarter of 2013 and work opportunity credits recorded in 2013 were $18.3 million higher than in 2012.

 

The work opportunity credit program expired again at the end of 2013, and it is uncertain if or when it will be reinstated. The work opportunity credit program generates a significant tax benefit.  Over the last three years, we generated approximately $15 million in credits per year. In the event the program is not renewed, we will receive credits for employees who work in 2014 but were hired in prior years. The credits related to employees hired in prior years have averaged about $3 million per year.

 

Other items that favorably impacted 2013 income taxes as compared to 2012 include strong 2013 tax-free returns on investments in company-owned variable universal life insurance policies that are used to fund non-qualified retirement plans, the favorable impact of a fourth quarter 2013 Mexico income tax law change on deferred tax balances, and lower 2013 pretax income.  In 2012, the Company closed income tax examinations relating to prior years, resulting in a $5.1 million benefit.

 

Diluted earnings from continuing operations per share for 2013 were $1.54, as compared to $1.31 for 2012.

 

Earnings from discontinued operations for 2012 represent adjustments to the estimated costs of litigation, net of tax, retained from the 2007 sale of the Kelly Home Care business unit.

 

Total Americas

(Dollars in millions)

   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 3,547.0     $ 3,672.1       (3.4

)%

    (3.2

)%

Staffing fee-based income

    32.4       30.2       7.2       7.9  

Gross profit

    533.7       547.9       (2.6 )     (2.4 )

Total SG&A expenses

    424.9       405.8       4.7       5.0  

Earnings from operations

    108.8       142.1       (23.5 )        
                                 

Gross profit rate

    15.0

%

    14.9

%

    0.1  pts.        

Expense rates:

                               
% of revenue     12.0       11.1       0.9          
% of gross profit     79.6       74.1       5.5          

Operating margin

    3.1       3.9       (0.8 )        

 

The change in Americas revenue represents a 4% decrease in hours worked, partially offset by a 1% increase in average bill rates. Americas represented 66% of total Company revenue in 2013 and 67% in 2012.

 

Revenue in our Commercial segment was down 4% and our PT revenue declined 3% in comparison to the prior year. The change in revenue in Commercial is due to revenue decreases in our office clerical and electronic assembly products, somewhat offset by increased revenue in our educational staffing business. In the PT segment, we continued to see declines in revenue in our science, IT and finance products, partially offset by growth in revenue in our engineering and health care products.

 

The small increase in the gross profit rate was due primarily to the increase in staffing fee-based income. 

 

The increase in SG&A expenses was due to our investment in centralized operations staff to support our largest customers, investments in our technology infrastructure and the start of our investment in PT recruiters, coupled with a $3.0 million, one-time charge in the first quarter of 2013 relating to an unclaimed property settlement.

  

 
22

 

 

Total EMEA

(Dollars in millions)

   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 1,057.2     $ 1,022.9       3.4

%

    1.9

%

Staffing fee-based income

    35.8       39.2       (8.6 )     (8.6 )

Gross profit

    176.2       176.8       (0.2 )     (1.6 )

SG&A expenses excluding restructuring charges

    164.3       169.0       (2.8 )        

Restructuring charges

    0.4       (0.9 )     156.6          

Total SG&A expenses

    164.7       168.1       (1.9 )     (3.3 )

Earnings from operations

    11.5       8.7       32.9          
                                 

Gross profit rate

    16.7

%

    17.3

%

    (0.6 ) pts.        

Expense rates (excluding restructuring charges):

                               
% of revenue     15.5       16.5       (1.0 )        
% of gross profit     93.2       95.6       (2.4 )        

Operating margin

    1.1       0.8       0.3          

 

The change in EMEA revenue from services reflected a 3% increase in average bill rates on a CC basis, partially offset by a 1% decrease in hours worked. The increase in average bill rates was due to favorable country and customer mix. EMEA revenue represented 20% of total Company revenue in 2013 and 19% in 2012.

 

The EMEA gross profit rate decreased due to unfavorable customer mix, with revenue from large customers increasing by 7% on a CC basis and revenue from retail customers with higher margins decreasing 2% in comparison to the prior year. Additionally, the gross profit rate was impacted by the decline in staffing fee-based income. The effect of these decreases, which accounted for 110 basis points, was partially offset by the effect of the CICE tax credit in France. The CICE tax credit is related to a law which was introduced in 2013 to enhance the competitiveness of businesses in France. This credit of $5.5 million, which was recorded in cost of services, improved the reported gross profit rate by approximately 50 basis points.

 

The decrease in SG&A expenses excluding restructuring charges was primarily due to a reduction of full-time employees. Restructuring costs recorded in 2013 reflect the adjustments to prior restructuring costs primarily in France and Italy. The total net restructuring benefit in 2012 included $2.9 million of favorable adjustments to prior restructuring costs in the U.K., partially offset by costs associated with restructuring actions taken in Italy, France and Ireland.

  

 
23

 

 

Total APAC

(Dollars in millions)

   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 382.7     $ 394.8       (3.1

)%

    0.1

%

Staffing fee-based income

 

19.4

      27.5       (29.6 )     (26.6 )

Gross profit

    63.3       71.1       (11.0 )     (7.7 )

SG&A expenses excluding restructuring charges

    60.2       73.4       (18.1 )        

Restructuring charges

    0.3       -    

NM

         

Total SG&A expenses

    60.5       73.4       (17.7 )     (14.6 )

Earnings from operations

    2.8       (2.3 )  

NM

         
                                 

Gross profit rate

    16.5

%

    18.0

%

    (1.5 ) pts.        

Expense rates (excluding restructuring charges):

                               
% of revenue     15.7       18.6       (2.9 )        
% of gross profit     95.1       103.3       (8.2 )        

Operating margin

    0.7       (0.6 )     1.3          

 

The change in total APAC revenue reflected a 12% increase in average bill rates on a CC basis, partially offset by a 9% decrease in hours worked. Excluding the 2012 results from the North Asia operations which were deconsolidated in the fourth quarter of 2012, APAC revenue declined 3% on a CC basis. The change in hours worked was due to declines in India where we exited lower margin business, and Malaysia, where the decrease reflected changing customer demand. The improvement in average bill rates was primarily due to the mix of countries, particularly the business we exited in India with very low average bill rates. APAC revenue represented 7% of total Company revenue in both 2013 and 2012.

 

Excluding the North Asia operations from 2012 results, the APAC gross profit rate decreased 30 basis points. Temporary margins reduced the gross profit rate by 40 basis points, primarily due to pricing pressures for large accounts in Australia and New Zealand. Staffing fee-based income decreased 5% on a CC basis excluding the North Asia operations, and also negatively impacted the gross profit rate by 40 basis points. Fees declined in most countries in the APAC region, in comparison to the prior year. These decreases were partially offset by favorable adjustments to workers’ compensation reserves in Australia, along with the effect of a wage credit related to a new law enacted in Singapore to promote the training and development of its citizens and incentivize companies to increase employee wages. The favorable adjustments to workers’ compensation reserves, which were recorded in cost of services, totaled $1.3 million and added 30 basis points to the APAC region gross profit rate in 2013. The wage credit, which was also recorded in cost of services, totaled $0.7 million and added 20 basis points to the APAC region gross profit rate in 2013.

 

SG&A expenses declined 5% on a CC basis, excluding the North Asia operations from 2012 results. This change was the result of consolidating Australia and New Zealand management and lower country headquarters costs across the region.

  

 
24

 

 

OCG

(Dollars in millions)

   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 475.9     $ 396.1       20.2

%

    20.4

%

Gross profit

    119.8       104.0       15.1       15.4  

SG&A expenses excluding restructuring charges

    105.5       95.4       10.6          

Restructuring charges

    0.9       -    

NM

         

Total SG&A expenses

    106.4       95.4       11.5       11.7  

Asset impairments

    1.7       -       NM          

Earnings from operations

    11.7       8.6       35.6          
                                 

Gross profit rate

    25.2

%

    26.3

%

    (1.1 ) pts.        

Expense rates (excluding restructuring charges):

                               
% of revenue     22.2       24.1       (1.9 )        
% of gross profit     88.1       91.6       (3.5 )        

Operating margin

    2.5       2.2       0.3          
 

Revenue from services in the OCG segment increased during 2013 due primarily to growth in the BPO and CWO practice areas. Revenue in BPO grew by 30% year over year and revenue in CWO, which includes PPO, grew by 23%. These increases were partially offset by a decrease in RPO revenue of 4%. The revenue growth in BPO and CWO was due to both expansion of programs with existing customers and new customers. OCG revenue represented 9% of total Company revenue in 2013 and 7% in 2012.

  

The OCG gross profit rate decreased primarily due to higher growth in our lower margin businesses, such as BPO and PPO. The increase in SG&A expenses excluding restructuring is primarily the result of support costs associated with increased volume with existing and new customers, mainly in BPO and CWO, including new customer implementations. Asset impairments and restructuring charges in 2013 represent costs associated with the Company’s decision to exit the executive search business operating in Germany.

  

 
25

 

 

Results of Operations

2012 versus 2011

 

Total Company

(Dollars in millions)

   

2012

   

2011

   

Change

   

CC

Change

 

Revenue from services

  $ 5,450.5     $ 5,551.0       (1.8

)%

    (0.2

)%

Staffing fee-based income

    96.8       98.5       (1.8 )     1.3  

Gross profit

    896.6       883.3       1.5       3.3  

SG&A expenses excluding restructuring charges

    822.1       822.8       (0.1 )        

Restructuring charges

    (0.9 )     2.8       (132.3 )        

Total SG&A expenses

    821.2       825.6       (0.6 )     1.2  

Asset impairments

    3.1       -    

NM

         

Earnings from operations

    72.3       57.7       25.3          
                                 

Gross profit rate

    16.5

%

    15.9

%

    0.6  pts.        

Expense rates (excluding restructuring charges):

                               
% of revenue     15.1       14.8       0.3          
% of gross profit     91.7       93.2       (1.5 )        

Operating margin

    1.3       1.0       0.3          

 

Total Company revenue for 2012 was down 2% in comparison to 2011, and declined 3%, excluding the Company’s 2011 acquisition of Tradição described below. On a CC basis, total Company revenue was flat and down 1%, excluding the Company’s acquisition of Tradição. This reflected an 11% decrease in hours worked, partially offset by a 9% increase in average bill rates on a CC basis. Hours decreased in our staffing business in all three regions. The decrease in the Americas and EMEA was due, in large part, to the economic uncertainty existing in both regions, while the decline in APAC was due to decisions we made to exit low-margin business in India. The improvement in average bill rates was primarily due to the mix of countries, particularly the business we exited in India with very low average bill rates.

 

Compared to 2011, the gross profit rate improved by 60 basis points due to an improved temporary gross profit rate in the Americas and APAC regions and the OCG segment. The improvement in the Americas’ temporary gross profit rate included the impact of lower workers’ compensation costs. We regularly update our estimates of open workers’ compensation claims. Due to favorable development of claims and payment data, we reduced our estimated costs of prior year workers’ compensation by $10.1 million for 2012. This compares to an adjustment reducing prior year workers’ compensation claims by $5.6 million for 2011.

 

SG&A expenses excluding restructuring decreased slightly year over year. In the fourth quarter of 2012, we embarked on a restructuring program for certain of our EMEA operations in Italy, France and Ireland. The total net restructuring benefit in 2012 included $2.9 million of favorable adjustments to prior restructuring costs in the U.K., partially offset by costs associated with restructuring actions in taken in Italy, France and Ireland. Restructuring costs in 2011 related primarily to revisions of the estimated lease termination costs for previously closed EMEA Commercial branches.

 

In the fourth quarter of 2012, we made the decision to abandon our PeopleSoft billing system implementation in the U.S., Canada and Puerto Rico and, accordingly, recorded asset impairment charges of $3.1 million, representing previously capitalized costs associated with this project.

  

 
26

 

 

Income tax expense for 2012 was $19.1 million (27.8%), compared to a benefit of $7.3 million (-12.6%) for 2011. The 2012 income tax expense was impacted by the expiration of employment-related income tax credits, including the Hiring Incentives to Restore Employment (“HIRE”) Act retention credit, which was unavailable in 2012, and the work opportunity credit, which was available in 2012 only for veterans and pre-2012 hires. Together, these income tax credits totaled $7.9 million in 2012, compared to $28.5 million in 2011. In 2012, the Company closed income tax examinations relating to prior years, resulting in a $5.1 million benefit. During 2011, the Company determined that for tax reporting purposes, it was eligible for worthless stock deductions related to foreign subsidiaries, which provided U.S. federal and state benefits of $8.4 million in 2011.

 

Diluted earnings from continuing operations per share for 2012 were $1.31, as compared to $1.72 for 2011.

 

Earnings (loss) from discontinued operations for 2012 and 2011 represent adjustments to the estimated costs of litigation, net of tax, retained from the 2007 sale of the Kelly Home Care business unit.

 

Total Americas

(Dollars in millions)

   

2012

   

2011

   

Change

   

CC

Change

 

Revenue from services

  $ 3,672.1     $ 3,643.7       0.8

%

    1.3

%

Staffing fee-based income

    30.2       25.3       19.0       20.3  

Gross profit

    547.9       523.1       4.7       5.2  

Total SG&A expenses

    405.8       396.4       2.4       3.0  

Earnings from operations

    142.1       126.7       12.0          
                                 

Gross profit rate

    14.9

%

    14.4

%

    0.5  pts.        

Expense rates:

                               

% of revenue

    11.1       10.9       0.2          

% of gross profit

    74.1       75.8       (1.7 )        

Operating margin

    3.9       3.5       0.4          

 

On an organic basis, excluding the Tradição acquisition in Brazil in late 2011, CC revenue decreased slightly. This was attributable to a 4% decrease in hours worked, partially offset by a 3% increase in average bill rates on a CC basis. During 2012, the PT segment revenue grew by 5%, while the Commercial segment revenue, excluding Tradição, declined 3%. The PT segment growth was fueled primarily by increases in hours and revenues in our engineering, IT and finance services. The decrease in Commercial segment revenue was driven primarily by decreases in light industrial and electronic assembly service lines, reflecting slowing demand as the year progressed, due to economic uncertainties. Americas represented 67% of total Company revenue in 2012 and 66% in 2011.

 

The increase in our gross profit rate was due to the combined effects of increased staffing fee-based income, pricing increases and the decreases in workers’ compensation costs noted above. The year-over-year increase in total SG&A expenses was due to the costs associated with our Tradição operation. Total SG&A expenses without Tradição decreased slightly from last year.

  

 
27

 

 

Total EMEA

(Dollars in millions)

   

2012

   

2011

   

Change

   

CC

Change

 

Revenue from services

  $ 1,022.9     $ 1,169.0       (12.5

)%

    (6.7

)%

Staffing fee-based income

    39.2       44.1       (11.2 )     (5.5 )

Gross profit

    176.8       207.7       (14.9 )     (9.2 )

SG&A expenses excluding restructuring charges

    169.0       186.9       (9.7 )        

Restructuring charges

    (0.9 )     2.8       (132.3 )        

Total SG&A expenses

    168.1       189.7       (11.5 )     (6.0 )

Earnings from operations

    8.7       18.0       (51.6 )        
                                 

Gross profit rate

    17.3

%

    17.8

%

    (0.5

) pts.

       

Expense rates (excluding restructuring charges):

                               
% of revenue     16.5       16.0       0.5          
% of gross profit     95.6       90.1       5.5          

Operating margin

    0.8       1.5       (0.7 )        

 

The change in EMEA revenue from services reflected an 11% decrease in hours worked. The decrease primarily reflected the difficult economic environment in the European Union. However, we also saw a decrease in our hours in Russia, where we were focused on gaining higher-margin customers. The decrease in volume was partially offset by a 5% increase in average bill rates on a CC basis. This was the result of average bill rate increases in Switzerland due to favorable customer mix and Russia where, as noted above, we were focused on higher-margin customers. EMEA represented 19% of total Company revenue in 2012 and 21% in 2011.

 

The EMEA gross profit rate decreased due to both a mix change, where higher-margin retail business decreased by more than lower-margin corporate accounts, and a decrease in staffing fee-based income in the Eurozone due to the economic environment.

 

The decrease in SG&A expenses excluding restructuring charges was primarily due to a reduction of full-time employees in specific countries. The total net restructuring benefit recorded in 2012 included $2.9 million of favorable adjustments to prior restructuring costs in the U.K., partially offset by costs associated with the restructuring actions taken in Italy, France and Ireland in the fourth quarter of 2012.

 

Total APAC

(Dollars in millions)

   

2012

   

2011

   

Change

   

CC

Change

 

Revenue from services

  $ 394.8     $ 449.0       (12.1

)%

    (11.5

)%

Staffing fee-based income

    27.5       29.2       (5.8 )     (4.8 )

Gross profit

    71.1       76.3       (6.8 )     (6.3 )

Total SG&A expenses

    73.4       77.0       (4.7 )     (4.1 )

Earnings from operations

    (2.3 )     (0.7 )     (207.4 )        
                                 

Gross profit rate

    18.0

%

    17.0

%

    1.0

 pts.

       

Expense rates:

                               
% of revenue     18.6       17.2       1.4          
% of gross profit     103.3       101.0       2.3          

Operating margin

    (0.6 )     (0.2 )     (0.4 )        

  

 
28

 

 

The change in total APAC revenue reflected a 35% decrease in hours worked, partially offset by a 35% increase in average bill rates on a CC basis. The change in both hours worked and average bill rates were due primarily to a decision to exit low-margin customers in India. In addition to reducing hours, this changed our mix of business, as the average bill rate in India is significantly lower than that of the APAC region. We also saw a decrease in hours worked in Australia, where market demand for temporary volume in the lower margin manufacturing and light industrial service lines slowed down. APAC revenue represented 7% of total Company revenue in 2012 and 8% in 2011.

 

The improvement in the APAC gross profit rate was also due to the decision to exit a number of lower-margin customers in India. The temporary gross profit rate in India was significantly lower than the temporary gross profit rate of the region. Staffing fee-based income also contributed to the improvement in the gross profit rate. Although fees declined on a year-over-year basis, they declined by less than total revenue and thus had a positive mix effect.

 

The change in SG&A expenses reflected a decrease in full-time salaries due, in part, to a decision to keep open positions vacant in response to volume pressures in the region.

 

OCG

(Dollars in millions)

 

   

2012

   

2011

   

Change

   

CC

Change

 

Revenue from services

  $ 396.1     $ 317.3       24.8

%

    25.5

%

Gross profit

    104.0       78.8       32.0       33.5  

Total SG&A expenses

    95.4       81.4       17.0       18.6  

Earnings from operations

    8.6       (2.6 )  

NM

         
                                 

Gross profit rate

    26.3

%

    24.8

%

    1.5

 pts.

       

Expense rates:

                               
% of revenue     24.1       25.7       (1.6 )        
% of gross profit     91.6       103.4       (11.8 )        

Operating margin

    2.2       (0.8 )     3.0          

 

Revenue from services in the OCG segment increased during 2012 due to growth in BPO of 40%, RPO growth of 22% and CWO growth of 20%. The revenue growth in BPO was due to expansion of programs with existing customers, RPO revenue increased, in part, due to a large project which was completed in the third quarter and CWO growth was due to implementation of new customers. OCG revenue represented 7% of total Company revenue in 2012 and 6% in 2011.

 

The OCG gross profit rate increased primarily due to mix as volume increased in the higher margin BPO, RPO and CWO practice areas. The increase in SG&A expenses is primarily the result of support costs, salaries and incentive-based compensation associated with new customer programs, as well as higher volumes on existing programs in our BPO, RPO and CWO practice areas.

  

 
29

 

 

Results of Operations

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 and customer accounts receivable. Since receipts from customers generally 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. As highlighted in the consolidated statements of cash flows, our liquidity and available capital resources are impacted by four key components: cash and equivalents, operating activities, investing activities and financing activities.

 

Cash and Equivalents

 

Cash and equivalents totaled $125.7 million at year-end 2013, compared to $76.3 million at year-end 2012. As further described below, during 2013, we generated $115.3 million of cash from operating activities, used $20.8 million of cash for investing activities and used $43.7 million in cash for financing activities. At year-end 2013, cash and equivalents includes $20.0 million related to payments we received at the end of the 2013 fiscal year, most of which were paid to suppliers in early fiscal 2014. Consequently, cash and equivalents will be negatively impacted by this $20.0 million in fiscal 2014.

 

Operating Activities

 

In 2013, we generated $115.3 million of net cash from operating activities, as compared to generating $61.1 million in 2012 and $19.1 million in 2011. Included in net cash from operating activities for 2013 is $20.0 million related to the timing of payments to suppliers noted above, along with an increase of $4.8 million related to the correction of an error from prior periods. The increase in net cash from operating activities from 2012 to 2013 was also due to lower working capital requirements and improved operating results. The increase from 2011 to 2012 was primarily due to lower additional working capital requirements. In fiscal 2014, net cash from operating activities will be negatively impacted by the timing of the $20.0 million in payments to suppliers.

 

Trade accounts receivable totaled $1.0 billion at year-end 2013. Global days sales outstanding (“DSO”) for the fourth quarter were 52 days for 2013, compared to 53 days for 2012.

 

Our working capital position was $474.5 million at year-end 2013, an increase of $4.2 million from year-end 2012. The current ratio (total current assets divided by total current liabilities) was 1.6 at year-end 2013 and 1.7 at year-end 2012.

 

Investing Activities

 

In 2013, we used $20.8 million of net cash for investing activities, compared to $28.1 million in 2012 and $20.7 million in 2011. Capital expenditures, which totaled $20.0 million in 2013, $21.5 million in 2012 and $15.4 million in 2011, primarily related to the Company’s technology programs in 2013 and 2011.

 

In 2012, capital expenditures included costs for the implementation of the PeopleSoft payroll, billing and accounts receivable project. As a result of this project, which was completed in 2013, the Company implemented modules associated with payroll and accounts receivable in the U.S., Canada, Puerto Rico, the U.K. and Ireland, billing in the U.K. and Ireland and general ledger and fixed assets in the U.S., Puerto Rico and Canada.

 

During 2012, we entered into an agreement with Temp Holdings Co., Ltd. (“Temp Holdings”) to form a venture, TS Kelly Workforce Solutions (“TS Kelly”), in order to expand both companies’ presence in North Asia. As part of this agreement, we contributed our operations in China, South Korea and Hong Kong for a 49% ownership interest in TS Kelly. The $6.6 million investment represented a $1.8 million payment to TS Kelly, as well as the cash on hand at the operations we contributed. Our share of the operating results of TS Kelly is recorded on an equity basis beginning in the first quarter of 2013.

 

In November, 2011, we acquired the stock of Tradição Planejamento e Tecnologia de Serviços S.A. and Tradição Tecnologia e Serviços Ltda. (collectively, “Tradição”), a national service provider in Brazil, for $6.6 million in cash. In addition to the cash payment, the Company assumed debt of $8.8 million as part of this transaction. The operating results of Tradição are included as a business unit in the Americas Commercial operating segment.

  

 
30

 

 

Financing Activities

 

To take advantage of improved conditions in the credit markets and obtain more favorable pricing and flexible terms and conditions, effective December 11, 2013, we refinanced our existing secured revolving credit facility and securitization facility. Our amended revolver increased capacity to $200.0 million and carries a term of five years. The amended securitization facility carries a term of three years and has a total capacity of $150.0 million.

 

In 2013, we used $43.7 million in net cash for financing activities, as compared to using $39.4 million in 2012 and generating $6.1 million in 2011. Changes in net cash from financing activities are primarily related to short-term borrowing activities. Debt totaled $28.3 million at year-end 2013 compared to $64.1 million at year-end 2012. Debt-to-total capital is a common ratio to measure the relative capital structure and leverage of the Company. Our ratio of debt-to-total capital (total debt reported on the balance sheet divided by total debt plus stockholders’ equity) was 3.3% at year-end 2013 and 8.0% at year-end 2012.

 

In 2013, the net change in short-term borrowings was primarily due to $35.0 million of repayments on the securitization facility funded with net cash generated from operating activities. In 2012, the net change in short-term borrowings included $21.0 million and $6.2 million related to payments on the securitization facility and revolving credit facility, respectively. In 2011, the net change in short-term borrowings included $67.0 million related to borrowings on the securitization facility. Subsequent to the acquisition of Tradição in November, 2011, we established an unsecured, uncommitted revolving line of credit for the Brazilian legal entities, and used the facility to pay off short-term debt. Accordingly, also included in the 2011 net change in short-term borrowings was $6.0 million related to borrowings under the revolving line of credit in Brazil.

 

During 2011, we repaid debt of $68.3 million. Included in this amount was $5.4 million of short-term debt, which was paid off by our Brazilian legal entities subsequent to the acquisition of Tradição.

 

Dividends paid per common share were $0.20 in 2013 and 2012 and $0.10 in 2011. Payments of dividends are restricted by the financial covenants contained in our debt facilities. Details of this restriction are contained in the Debt footnote in the notes to our consolidated financial statements.

 

Contractual Obligations and Commercial Commitments

 

Summarized below are our obligations and commitments to make future payments as of year-end 2013:

 
          Payment due by period  
   

Total

   

Less than

1 year

   

1-3 Years

   

3-5 Years

   

More than

5 years

 
   

(In millions of dollars)

 

Operating leases

  $ 106.4     $ 39.0     $ 47.7     $ 17.3     $ 2.4  

Short-term borrowings

    28.3       28.3       -       -       -  

Accrued insurance

    73.6       27.6       21.4       9.6       15.0  

Accrued retirement benefits

    140.1       5.8       11.5       11.5       111.3  

Other long-term liabilities

    12.0       2.9       3.6       2.3       3.2  

Uncertain income tax positions

    3.1       -       1.6       0.7       0.8  

Purchase obligations

    30.8       20.3       9.1       1.4       -  
                                         

Total

  $ 394.3     $ 123.9     $ 94.9     $ 42.8     $ 132.7  

 

Purchase obligations above represent unconditional commitments relating primarily to voice and data communications services and online tools which we expect to utilize generally within the next two fiscal years, in the ordinary course of business. We have no material, unrecorded commitments, losses, contingencies or guarantees associated with any related parties or unconsolidated entities.

  

 
31

 

 

Liquidity

 

We expect to meet our ongoing short 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 public or private bonds, asset-based lending, additional bank facilities, issuance of equity or other sources.

 

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. At the present time, 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. The majority of our international cash is concentrated in a cash pooling arrangement (the “Cash Pool”) and 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.

 

We manage our cash and debt very 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.

 

At year-end 2013, we had $200.0 million of available capacity on our $200.0 million revolving credit facility and $67.0 million of available capacity on our $150.0 million securitization facility. The securitization facility carried $28.0 million of short-term borrowings and $55.0 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. While we believe these facilities will cover our working capital needs over the short term, if economic conditions or operating results change significantly, we may need to seek additional sources of funds. Throughout 2013 and as of the 2013 year end, we met the debt covenants related to our revolving credit facility and securitization facility.

 

At year-end 2013, we also had additional unsecured, uncommitted short-term credit facilities totaling $15.3 million, under which we had borrowed $0.3 million. Details of our debt facilities as of the 2013 year end are contained in the Debt footnote in the notes to our consolidated financial statements.

 

We monitor the credit ratings of our major banking partners on a regular basis. We also 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.

 

Our total exposure to European receivables from our customers at year-end 2013 was $293.5 million, which represents 29% of total trade accounts receivable, net. The percentage of trade accounts receivable over 90 days past due for Europe was consistent with our global experience.

  

 
32

 

 

Critical Accounting Estimates

 

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States. In this process, it is necessary for us to make certain assumptions and related estimates affecting the amounts reported in the consolidated financial statements and the attached notes. Actual results can differ from assumed and estimated amounts.

 

Critical accounting estimates are those that we believe require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those estimates may result in materially different amounts being reported under different conditions or using different assumptions. We consider the following estimates to be most critical in understanding the judgments involved in preparing our consolidated financial statements.

 

Workers’ Compensation

 

In the U.S., we have a combination of insurance and self-insurance contracts under which we effectively bear the first $1.0 million of risk per single accident. There is no aggregate limitation on our per-risk exposure under these insurance and self-insurance programs. We establish accruals for workers’ compensation utilizing actuarial methods to estimate the undiscounted future cash payments that will be made to satisfy the claims, including an allowance for incurred-but-not-reported claims. This process includes establishing loss development factors, based on our historical claims experience as well as industry experience, and applying those factors to current claims information to derive an estimate of our ultimate claims liability. In preparing the estimates, we also consider the nature, frequency and severity of the claims, reserving practices of our third party claims administrators, performance of our medical cost management programs, changes in our territory and business line mix and current legal, economic and regulatory factors such as industry estimates of medical cost trends. Where appropriate, multiple generally-accepted actuarial techniques are applied and tested in the course of preparing our estimates. When claims exceed the applicable loss limit or self-insured retention and realization of recovery of the claim from existing insurance policies is deemed probable, we record a receivable from the insurance company for the excess amount.

 

We evaluate the accrual, and the underlying assumptions, regularly throughout the year and make adjustments as needed. The ultimate cost of these claims may be greater than or less than the established accrual. While we believe that the recorded amounts are reasonable, there can be no assurance that changes to our estimates will not occur due to limitations inherent in the estimation process. In the event we determine that a smaller or larger accrual is appropriate, we would record a credit or a charge to cost of services in the period in which we made such a determination. The accrual for workers’ compensation, net of related receivables which are included in prepaid expenses and other current assets and other assets in the consolidated balance sheet at year-end 2013, and other assets at year-end 2012, was $58.4 million and $61.3 million at year-end 2013 and 2012, respectively.

 

Income Taxes

 

Income tax expense is based on expected income and statutory tax rates in the various jurisdictions in which we operate. Judgment is required in determining our income tax expense. We establish accruals for uncertain tax positions under generally accepted accounting principles, which require that a position taken or expected to be taken in a tax return be recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

  

 
33

 

 

Our effective tax rate includes the impact of accruals and changes to accruals that we consider appropriate, as well as related interest and penalties. A number of years may lapse before a particular matter, for which we have or have not established an accrual, is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our accruals are appropriate under generally accepted accounting principles. Favorable or unfavorable adjustments of the accrual for any particular issue would be recognized as an increase or decrease to our income tax expense in the period of a change in facts and circumstances. Our current tax accruals are presented in the consolidated balance sheet within income and other taxes and long-term tax accruals are presented in the consolidated balance sheet within other long-term liabilities.

 

Tax laws require items to be included in the tax return at different times than the items are reflected in the consolidated financial statements. As a result, the income tax expense reflected in our consolidated financial statements is different than the liability reported in our tax return. Some of these differences are permanent, which are not deductible or taxable on our tax return, and some are temporary differences, which give rise to deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our consolidated income statement. We establish valuation allowances for our deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. Deferred tax liabilities generally represent items for which we have already taken a deduction on our tax return, but have not yet recognized as expense in our consolidated financial statements. Our net deferred tax asset is recorded using currently enacted tax laws, and may need to be adjusted in the event tax laws change.

 

The U.S. work opportunity credit is allowed for wages earned by employees in certain targeted groups. The actual amount of creditable wages in a particular period is estimated, since the credit is only available once an employee reaches a minimum employment period and the employee’s inclusion in a targeted group is certified by the applicable state. As these events often occur after the period the wages are earned, judgment is required in determining the amount of work opportunity credits accrued for in each period. We evaluate the accrual regularly throughout the year and make adjustments as needed.

 

Goodwill

 

We test goodwill for impairment annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. Generally accepted accounting principles require that goodwill be tested for impairment at a reporting unit level. We have determined that our reporting units are the same as our operating and reportable segments. If we have determined that it is more likely than not that the fair value for one or more reporting units is greater than their carrying value, we may use a qualitative assessment for the annual impairment test.

 

In conducting the qualitative assessment, we assess the totality of relevant events and circumstances that affect the fair value or carrying value of the reporting unit. Such events and circumstances may include macroeconomic conditions, industry and competitive environment conditions, overall financial performance, reporting unit specific events and market considerations. We may also consider recent valuations of the reporting unit, including the magnitude of the difference between the most recent fair value estimate and the carrying value, as well as both positive and adverse events and circumstances, and the extent to which each of the events and circumstances identified may affect the comparison of a reporting unit’s fair value with its carrying value.

 

For reporting units where the qualitative assessment is not used, goodwill is tested for impairment using a two-step process. In the first step, the estimated fair value of a reporting unit is compared to its carrying value. If the estimated fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is not considered impaired and no further testing is required. To derive the estimated fair value of reporting units, we primarily relied on an income approach. Under the income approach, estimated fair value is determined based on estimated future cash flows discounted by an estimated 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. Assumptions and estimates about future cash flows and discount rates are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internal forecasts.

  

 
34

 

 

If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of a reporting unit, a second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference.

 

We completed our annual impairment test for all reporting units in the fourth quarter for the fiscal year ended 2013 and 2012 and determined that goodwill was not impaired. In 2013, we performed a qualitative assessment for the OCG and APAC PT reporting units, and a step one quantitative assessment for the Americas Commercial and Americas PT reporting units. In 2012, we performed a qualitative assessment for the Americas Commercial and Americas PT reporting units, and a step one quantitative assessment for the OCG and APAC PT reporting segments.

 

Our step one 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. For the step one analyses we performed in 2013, our revenue projections assumed modest growth. For the step one analyses we performed in 2012, our revenue projections assumed near-term growth consistent with current year results, followed by long-term modest growth. Although we believe the assumptions and estimates we have made are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results. Different assumptions of the anticipated future results and growth from these businesses could result in an impairment charge, which would decrease operating income and result in lower asset values on our consolidated balance sheet. A 10% reduction in our revenue growth rate assumptions would not result in the estimated fair value falling below book value for those reporting units where we performed a step one quantitative test.

 

At year-end 2013 and 2012, total goodwill amounted to $90.3 million and $89.5 million, respectively. (See the Goodwill footnote in the notes to our consolidated financial statements).

 

Litigation

 

Kelly is subject to legal proceedings and claims arising out of the normal course of business. Kelly routinely assesses the likelihood of any adverse judgments or outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the accruals required, if any, for these contingencies is made after analysis of each known issue. Development of the analysis includes consideration of many factors including: potential exposure, the status of proceedings, negotiations, discussions with our outside counsel, results of similar litigation and, in the case of class action lawsuits, participation rates. The required accruals may change in the future due to new developments in each matter. For further discussion, see the Contingencies footnote in the notes to consolidated financial statements of this Annual Report on Form 10-K. At year-end 2013 and 2012, the gross accrual for litigation costs amounted to $6.9 million and $3.1 million, respectively, and related insurance recoveries totaled $3.1 million and $0.2 million, respectively.

 

Allowance for Uncollectible Accounts Receivable

 

We make ongoing estimates relating to the collectibility of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider our historical level of credit losses and apply percentages to certain aged receivable categories. We also make judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and we monitor historical trends that might impact the level of credit losses in the future. Historically, losses from uncollectible accounts have not exceeded our allowance. Since we cannot predict with certainty future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.

 

In the event we determined that a smaller or larger allowance was appropriate, we would record a credit or a charge to SG&A expense in the period in which we made such a determination. In addition, for billing adjustments related to errors, service issues and compromises on billing disputes, we also include a provision for sales allowances, based on our historical experience, in our allowance for uncollectible accounts receivable. If sales allowances vary from our historical experience, an adjustment to the allowance may be required, and we would record a credit or charge to revenue from services in the period in which we made such a determination. As of year-end 2013 and 2012, the allowance for uncollectible accounts receivable was $9.9 million and $10.4 million, respectively.

  

 
35

 

 

NEW ACCOUNTING PRONOUNCEMENTS

 

See New Accounting Pronouncements footnote in the Notes to Consolidated Financial Statements presented in Part II, Item 8 of this report for a description of new accounting pronouncements.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this report are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, competitive market pressures including pricing and technology introductions, changing market and economic conditions, our ability to achieve our business strategy, our ability to retain the services of our senior management, local management and field personnel, our ability to adequately protect our intellectual property rights, including our brand, our ability to successfully develop new service offerings, our exposure to risks associated with services outside traditional staffing, including business process outsourcing, the risks associated with past and future acquisitions, exposure to risks associated with investments in equity affiliates, material changes in demand from or loss of large corporate customers, risks associated with conducting business in foreign countries, including foreign currency fluctuations, availability of temporary workers with appropriate skills required by customers, liabilities for employment-related claims and losses, including class action lawsuits and collective actions, liability for improper disclosure of sensitive or private employee information, our ability to sustain critical business applications through our key data centers, our ability to effectively implement and manage our information technology programs, our ability to maintain adequate financial and management processes and controls, impairment charges triggered by adverse industry or market developments, unexpected changes in claim trends on workers’ compensation, disability and medical benefit plans, the net financial impact of the Patient Protection and Affordable Care Act on our business, the impact of changes in laws and regulations (including federal, state and international tax laws), the risk of additional tax or unclaimed property liabilities in excess of our estimates, our ability to maintain specified financial covenants in our bank facilities, our ability to access credit markets and continued availability of financing for funding working capital. Certain risk factors are discussed more fully under “Risk Factors” in Part I, Item 1A of this report.

 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are exposed to foreign currency risk primarily due to our net investment in foreign subsidiaries, which conduct business in their local currencies. We may also utilize local currency-denominated borrowings.

 

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 2013 earnings.

 

Marketable equity investments, representing our investment in Temp Holdings, are stated at fair value and marked to market through stockholders’ equity, net of tax. Impairments in value below historical cost, if any, deemed to be other than temporary, would be expensed in the consolidated statement of earnings. See the Fair Value Measurements footnote in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K for further discussion.

  

 
36

 

 

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.

 

Overall, our holdings and positions in market risk-sensitive instruments do not subject us to material risk.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements and supplementary data required by this Item are set forth in the accompanying index on page 43 of this filing and are presented in pages 44-75.

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management’s report on internal control over financial reporting is presented preceding the consolidated financial statements on page 44 of this report.

 

Attestation Report of Independent Registered Public Accounting Firm

 

PricewaterhouseCoopers LLP, independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 29, 2013, as stated in their report which appears herein.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

ITEM 9B. OTHER INFORMATION

 

None.

  

 
37

 

 

PART III

 

Information required by Part III with respect to Directors, Executive Officers and Corporate Governance (Item 10), Executive Compensation (Item 11), Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (Item 12), Certain Relationships and Related Transactions, and Director Independence (Item 13) and Principal Accounting Fees and Services (Item 14), except as set forth under the titles "Executive Officers of the Registrant", which is included on page 38, and “Code of Business Conduct and Ethics,” which is included on page 39, (Item 10), and except as set forth under the title “Equity Compensation Plan Information,” which is included on page 39, (Item 12), is to be included in a definitive proxy statement filed not later than 120 days after the close of our fiscal year and the proxy statement, when filed, is incorporated in this report by reference.

 

ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT.

 

Name/Office

 

Age

 

Served as an

Officer Since

 

Business Experience

During Last 5 Years

Carl T. Camden

President and

  Chief Executive Officer

 

59

 

1995

 

Served as officer of the Company.

             

George S. Corona

Executive Vice President and

  Chief Operating Officer

 

55

 

2000

 

Served as officer of the Company.

             

Patricia Little

Executive Vice President and

  Chief Financial Officer

 

53

 

2008

 

Served as officer of the Company.

             

Michael S. Webster

Executive Vice President and

  General Manager, Americas

 

58

 

1996

 

Served as officer of the Company.

             

Teresa S. Carroll

Senior Vice President and

  General Manager, Outsourcing

  and Consulting Group

 

48

 

2000

 

Served as officer of the Company.

             

Michael E. Debs

Senior Vice President, Controller

  and Chief Accounting Officer

 

56

 

2000

 

Served as officer of the Company.

             

Peter W. Quigley

Senior Vice President and

  General Counsel

 

52

 

2004

 

Served as officer of the Company.

             

Antonina M. Ramsey

Senior Vice President

 

59

 

1992

 

Served as officer of the Company.

             

Natalia A. Shuman (1)

Senior Vice President and

  General Manager,

  EMEA / APAC

 

40

 

2007

 

Served as officer of the Company.

             

Leif Agnéus (2)

Senior Vice President and

  General Manager,

  EMEA / APAC

 

50

 

2002

 

Served as officer of the Company.


(1)

Ms. Shuman assumed the position of Senior Vice President and General Manager, EMEA / APAC effective September 1, 2013.

 

(2)

Mr. Agnéus terminated employment with the Company effective September 30, 2013.

 

 
38

 

 

CODE OF BUSINESS CONDUCT AND ETHICS.

 

We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions. The Code of Business Conduct and Ethics is included as Exhibit 14 in the Index to Exhibits on page 77. We have posted our Code of Business Conduct and Ethics on our website at www.kellyservices.com. We intend to post any changes in or waivers from our Code of Business Conduct and Ethics applicable to any of these officers on our website.

 

 

ITEM 12. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

 

Equity Compensation Plan Information

 

The following table shows the number of shares of our Class A common stock that may be issued upon the exercise of outstanding options, warrants and rights, the weighted-average exercise price of outstanding options, warrants and rights, and the number of securities remaining available for future issuance under our equity compensation plans as of the fiscal year end for 2013.

 

   

Number of securities to be issued upon exercise of outstanding options, warrants and rights

   

Weighted-average exercise price of outstanding options,warrants and rights

   

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (2)

 

Equity compensation plans approved by security holders (1)

    162,613       27.84       1,829,814  
                         

Equity compensation plans not approved by security holders (3)

    -       -       -  
                         

Total

    162,613     $ 27.84       1,829,814  
 

(1)

The equity compensation plans approved by our stockholders include our Equity Incentive Plan, Non-Employee Directors Stock Option Plan and Non-Employee Directors Stock Plan.

 

The number of shares to be issued upon exercise of outstanding options, warrants and rights excludes 1,128,600 of restricted stock granted to employees and not yet vested at December 29, 2013.

 

(2)

The Equity Incentive Plan provides that the maximum number of shares available for grants, including stock options and restricted stock, is 10 percent of the outstanding Class A common stock, adjusted for plan activity over the preceding five years.

 

The Non-Employee Directors Stock Option Plan provides that the maximum number of shares available for settlement of options is 250,000 shares of Class A common stock.

 

The Non-Employee Directors Stock Plan provides that the maximum number of shares available for awards is one-quarter of one percent of the outstanding Class A common stock.

 

(3)

We have no equity compensation plans that have not been approved by our stockholders.

  

 
39

 

 

PART IV

 

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

(a) The following documents are filed as part of this report:

 

 

(1)

Financial statements:

     
    Management’s Report on Internal Control Over Financial Reporting
     
    Report of Independent Registered Public Accounting Firm
     
    Consolidated Statements of Earnings for the three fiscal years ended December 29, 2013
     
    Consolidated Statements of Comprehensive Income for the three fiscal years ended December 29, 2013
     
    Consolidated Balance Sheets at December 29, 2013 and December 30, 2012
     
    Consolidated Statements of Stockholders' Equity for the three fiscal years ended December 29, 2013
     
    Consolidated Statements of Cash Flows for the three fiscal years ended December 29, 2013
     
    Notes to Consolidated Financial Statements
     
  (2) Financial Statement Schedule -
     
    For the three fiscal years ended December 29, 2013:
     
    Schedule II - Valuation Reserves
     
    All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
     
  (3) The Exhibits are listed in the Index to Exhibits included beginning at page 76, which is incorporated herein by reference.