The COVID-19 pandemic and related containment measures have resulted in dramatic
shifts in most aspects of the economy and how professional and private lives are
conducted. While the pace of change was unprecedented and the resulting impacts
are still being determined, our Noble Purpose, "We connect people to work in
ways that enrich their lives," will continue to guide our strategy and actions.
Kelly remains committed to being a leading talent solutions provider among the
talent with whom we choose to specialize and in the global markets in which we
choose to compete. As we navigate the continued uncertainty, we will continue to
demonstrate our expected behaviors and actions:

•Employ a talent-first mentality

•Relentlessly deliver for customers

•Grow through discipline and focus

•Deliver efficiency and effectiveness in everything we do

By aligning ourselves with our Noble Purpose and executing against these behaviors, we intend to weather the current situation and emerge as a more agile and focused organization, prepared to achieve new levels of growth and profitability as we further develop our portfolio of businesses.

The Talent Solutions Industry



Prior to the COVID-19 pandemic, labor markets were in the midst of change due to
automation, secular shifts in labor supply and demand and skills gaps, and we
expect the current economic situation to further accelerate that change. Global
demographic trends are reshaping and redefining the way in which companies find
and use talent and the COVID-19 pandemic is changing where and how companies
expect work to be performed. In response, the talent solutions industry is
adjusting how it sources, recruits, trains and places talent.

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

In addition, today's companies are elevating their commitment to talent, with
the growing realization that meeting the changing needs and requirements of
talent is essential to remain competitive. The ways in which people view, find
and conduct work are undergoing fundamental shifts. And as the demand for
skilled talent continues to climb, workers' changing ideas about the integration
of work into life are becoming more important. In this increasingly
talent-driven market, a diverse set of workers, empowered by technology, is
seeking to take greater control over their career trajectories and Kelly's
Talent Promise confirms our responsibility to workers in search of a better way
to work.

Our Business

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

•Professional & Industrial - delivers staffing, outcome-based and direct-hire
services focused on office, professional, light industrial and contact center
specialties in the U.S. and Canada, including our KellyConnect product

•Science, Engineering & Technology - delivers staffing, outcome-based and direct-hire services focused on science and clinical research, engineering, information technology and telecommunications specialties predominately in the U.S. and Canada and includes our NextGen and Global Technology Associates subsidiaries



•Education - delivers staffing, direct-hire and executive search services to the
K-12, early childhood and higher education markets in the U.S., and includes
several acquisitions: Teachers On Call, Insight Workforce Solutions and
Greenwood/Asher & Associates
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•Outsourcing & Consulting - delivers Master Service Provider ("MSP"), Recruitment Process Outsourcing ("RPO"), Business Process Outsourcing ("BPO") and Advisory Services to customers on a global basis

•International - delivers staffing and direct-hire services in fifteen countries in Europe, as well as Mexico



In addition, we provide staffing services to customers in the Asia-Pacific
region through PersolKelly Pte. Ltd., our joint venture with Persol Asia Pacific
Pte. Ltd, a wholly owned subsidiary of Persol Holdings, a leading provider of HR
solutions in Japan.

We earn revenues from customers that procure the services of our temporary
employees on a time and materials basis, that use us to recruit permanent
employees, and that rely on our talent advisory and outsourcing services. Our
working capital requirements are primarily generated from temporary employee
payroll and customer accounts receivable. The nature of our business is such
that trade accounts receivable are our most significant asset. Average days
sales outstanding varies within and outside the U.S. and was 64 days on a global
basis as of the end of 2020 and 58 days as of the end of 2019. Since receipts
from customers generally lag temporary employee payroll, working capital
requirements increase substantially in periods of growth and decline in periods
of economic contraction.

Our Perspective

Short Term

While far from certain, the impacts of COVID-19 on the global economy, the
talent solutions industry, our customers and our talent have become more clear
since the beginning of the pandemic. Year-over-year revenue declines have been
substantial and recent trends have pointed to a gradual recovery in demand. In
response to the crisis, in April 2020 we took a series of proactive actions.
These actions were designed to reduce spending, minimize layoffs, and bolster
the strength and flexibility of Kelly's finances. These actions included:

•a 10% pay cut for full-time salaried employees in the U.S., Puerto Rico and Canada, in addition to certain actions in Europe and Asia-Pacific;

•substantially reduced CEO compensation and reduced compensation of 10% or more for senior leaders;

•temporary furloughing and/or redeployment of some employees until business conditions improve;

•suspension of the Company match to certain retirement accounts in the U.S. and Puerto Rico;

•reduction of discretionary expenses and projects, including capital expenditures; and

•a hiring freeze with the exception of critical revenue-generating positions.



The actions have generated substantial cost savings and have allowed us the time
necessary to assess the variety of impacts the crisis has had on our business.
These initial actions were intentionally broad in scope and as we have moved
forward our actions are becoming more targeted to the areas of business where
demand declines have been more significant and persistent. Actions such as the
10% pay cut, compensation adjustments for senior leaders and temporary furloughs
were ended early in the fourth quarter of 2020. The suspension of the Company
match to retirement accounts ended in January 2021 and others such as reductions
in discretionary spending, capital expenditures and carefully managing staffing
levels in non-revenue generating positions will continue. In addition, we
benefited from CARES Act provisions allowing deferral of employer social
security tax payments. In the fourth quarter of 2020, management reduced
staffing levels to align with expected revenue levels and incurred restructuring
charges of $4.4 million for severance and related benefits to be paid to
impacted employees, and are included in our fourth quarter results.

Given the level of uncertainty surrounding the duration of the COVID-19 crisis,
Kelly's board also voted to suspend the quarterly dividend effective May, 2020
until conditions improve and continues to assess future actions with respect to
our dividend policy.

The impact of the pandemic began in March 2020 with the limitations on public
life in the U.S. and the European markets we serve and continued through the end
of 2020 as the effect of the pandemic response slowed global economic activity.
We do expect that there will continue to be a material decline in our
year-over-year revenues through the first quarter of 2021 as
                                       23
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demand for our services gradually recovers from the economic slowdown and the
effects of customer and talent concerns related to operating safely during a
pandemic. The impact on the revenues of each segment will vary given the
differences in pandemic-related measures enacted in each geography, the customer
industries served and the skill sets of the talent provided to our customers and
their ability to work remotely. We currently expect a gradual return to
pre-crisis levels of customer demand, however, the pace of such a return may be
delayed by repeated cycles of increased economic activity and subsequent
disruption caused by a resurgence in infection leading to additional containment
measures. In the first quarter of 2021, while our cost reduction efforts are
expected to reduce year-over-year expenses, they will not be enough to
completely offset declines in revenue and gross profit. As a result, we expect
our first quarter 2021 earnings to decline year-over-year. For the full year of
2021, we expect that our revenue will reflect a continued gradual improvement in
demand and result in improvements in year-over-year gross profit and earnings
from operations.

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

Moving Forward

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



As a result, we have continued to move forward with our specialization strategy,
reinventing our operating model and reorganizing our business into five distinct
reporting segments. These specialties represent areas where we see the most
robust demand, the most promising growth opportunities, and where we believe we
excel in attracting and placing talent. Our new segments also reflect our desire
to shift our portfolio toward high-margin, higher-value specialties.

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

Faced with market conditions that may temporarily delay our growth efforts, Kelly continues to focus on accelerating the execution of our strategic plan and making necessary investments to advance that strategy.

•We are making strides in our digital transformation journey, building a technology foundation to sustain growth.



•We are capturing a larger share of voice in the marketplace, using television
spots and targeted social media campaigns to re-introduce Kelly to companies,
highlight our specialty skills sets, and showcase our refreshed brand.

•We are consistently striving to better understand and support our talent. And
we have affirmed our commitment to that talent, recently introducing our
five-point Talent Promise and reallocating resources to be solely focused on the
temporary worker experience.

•Using our unique position in the middle of the supply and demand equation, we
are stepping up with a new platform called Equity@Work to break down
long-standing, systemic barriers that make it difficult for many people to
secure enriching work. This powerful extension of our Noble Purpose will help
more people flow into Kelly's talent pools, while also helping families,
communities and economies thrive.

While the COVID-19 pandemic has resulted in uncertainty in the economy and the labor markets that will affect our near-term financial performance, we have determined long-term measures to gauge our progress, including:

•Revenue growth (both organic and inorganic)

•Gross profit rate improvement

•Conversion rate and EBITDA margin improvement


                                       24
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Financial Measures



The constant currency ("CC") change amounts in the following tables refer to the
year-over-year percentage changes resulting from translating 2020 financial data
into U.S. dollars using the same foreign currency exchange rates used to
translate financial data for 2019. We believe that CC measurements are a useful
measure, indicating the actual trends of our operations without distortion due
to currency fluctuations. We use CC results when analyzing the performance of
our segments and measuring our results against those of our competitors.
Additionally, substantially all of our foreign subsidiaries derive revenues and
incur cost of services and selling, general and administrative ("SG&A") expenses
within a single country and currency which, as a result, provides a natural
hedge against transactional currency risks in connection with their normal
business operations.

CC measures are non-GAAP (Generally Accepted Accounting Principles) measures and
are used to supplement measures in accordance with GAAP. Our non-GAAP measures
may be calculated differently from those provided by other companies, limiting
their usefulness for comparison purposes. Non-GAAP measures should not be
considered a substitute for, or superior to, measures of financial performance
prepared in accordance with GAAP.

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

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



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

Days sales outstanding ("DSO") represents the number of days that sales remain
unpaid for the period being reported. DSO is calculated by dividing average net
sales per day (based on a rolling three-month period) into trade accounts
receivable, net of allowances at the period end. Although secondary supplier
revenues are recorded on a net basis (net of secondary supplier expense),
secondary supplier revenue is included in the daily sales calculation in order
to properly reflect the gross revenue amounts billed to the customer.
                                       25
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                             Results of Operations

                                 Total Company
                             (Dollars in millions)

                                                                 2020 vs. 2019                                                              2019 vs. 2018
                                            2020                      2019
                                         (53 Weeks)                (52 Weeks)                 Change                    2019                     2018                    Change

Revenue from services                $  4,516.0                $  5,355.6                 (15.7)   %             $ 5,355.6                $ 5,513.9                   (2.9)   %
Gross profit                              827.6                     968.4                 (14.5)                     968.4                    972.2                   (0.4)
SG&A expenses excluding
restructuring charges                     792.8                     877.6                  (9.7)                     877.6                    884.8                   (0.8)
Restructuring charges                      12.8                       5.5                 131.5                        5.5                        -                        NM
Total SG&A expenses                       805.6                     883.1                  (8.8)                     883.1                    884.8                   (0.2)
Goodwill impairment charge                147.7                         -                       NM                       -                        -                        NM
Gain on sale of assets                     32.1                      12.3                 161.6                       12.3                        -                        NM
Asset impairment charge                       -                      15.8                       NM                    15.8                        -                        NM
Earnings (loss) from operations           (93.6)                     81.8                       NM                    81.8                     87.4                   (6.5)
Gain (loss) on investment in Persol
Holdings                                  (16.6)                     35.8                       NM                    35.8                    (96.2)                       NM
Other income (expense), net                 3.4                      (1.2)                369.5                       (1.2)                    (0.6)                 (86.9)
Earnings (loss) before taxes and
equity in net earnings (loss) of
affiliate                                (106.8)                    116.4                       NM                   116.4                     (9.4)                       NM
Income tax expense (benefit)              (34.0)                      0.4                       NM                     0.4                    (27.1)                 101.3
Equity in net earnings (loss) of
affiliate                                   0.8                      (3.6)                      NM                    (3.6)                     5.2                        NM
Net earnings (loss)                  $    (72.0)               $    112.4                       NM               $   112.4                $    22.9                  390.2

Gross profit rate                    $     18.3        %       $     18.1        %          0.2       pts.       $    18.1        %       $    17.6        %           0.5       pts.
Conversion rate                           (11.3)                      8.4                 (19.7)                       8.4                      9.0                   (0.6)



2020 vs. 2019

Revenue from services for 2020 declined in all segments, reflecting the impact
of COVID-19, and resulting in a decline in demand for both our staffing and
permanent placement services across a broad range of industries and geographies.
Revenue from staffing services declined 20% compared to 2019. Permanent
placement revenue, which is included in revenue from services, decreased 34%
year-over-year as the impact of economic uncertainty depressed full-time hiring
in all operating segments. These declines were partially offset by a 9% increase
in outcome-based services as demand from customers utilizing these services
increased during the year. The 2020 fiscal year included a 53rd week. This
fiscal leap year occurs every five or six years and is necessary to align the
fiscal and calendar periods. The 53rd week added approximately 1% to 2020
reported and CC revenue.

Gross profit declined as a result of lower revenue volume, partially offset by
an increase in the gross profit rate. The gross profit rate increased 20 basis
points in comparison to 2019. With the exception of Education and International,
the gross profit rate increased in all other operating segments, primarily
reflecting improved product mix and lower employee-related costs. The gross
profit rate for Education declined primarily as a result of increased pricing
pressures. International's gross profit rate was negatively impacted by the
decrease in permanent placement revenue. The total Company 2020 gross profit
rate includes approximately 20 basis points related to COVID-19 government
subsidies.

Total SG&A expenses decreased 8.8% in comparison to 2019. This decrease was due
primarily to lower administrative salaries and performance-based compensation,
including short-term cost reductions implemented to further align costs with
revenue volume trends. Included in total SG&A expenses are restructuring charges
of $12.8 million in 2020. Actions were taken in the first quarter of 2020 to
position the Company to adopt the new operating model and to align the U.S.
branch network facilities footprint with a more technology-enabled service
delivery methodology. Actions were taken in the fourth quarter of 2020 to
                                       26
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align costs with expected revenue levels. Restructuring charges of $5.5 million
in 2019 represent severance costs primarily related to position eliminations
within Professional & Industrial staffing operations.

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

Gain on sale of assets of $32.1 million represents the excess of the proceeds
over the cost of the headquarters properties sold in the first quarter of 2020.
The main headquarters building was subsequently leased back to the Company
during the first quarter of 2020. Gain on sale of assets in 2019 of $12.3
million primarily represents the excess of the proceeds over the cost upon the
sale of an unused parcel of land located near the Company headquarters. Asset
impairment charge of $15.8 million in 2019 represents the write-off of
previously capitalized costs associated with a new U.S. front and middle office
technology development project which management determined would not be
completed but replaced by an enhanced and expanded use of an existing technology
platform.

The loss from operations for 2020 of $93.6 million reflects a decline from the
$81.8 million of earnings from operations in the prior year. Earnings from
operations declined as a result of the goodwill impairment charge and lower
gross profit as a result of the impact of COVID-19 on demand, partially offset
by lower expenses due to cost reduction efforts and higher gain on sale of
assets.

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

Income tax benefit was $34.0 million and expense was $0.4 million for 2020 and
2019, respectively. The 2020 income tax benefited from lower pretax earnings and
includes the impairment of goodwill, a decline in the fair value of the
Company's investment in Persol Holdings, and a tax loss on the sale of our
Brazil operations. These benefits were offset by lower work opportunity credits.
The 2019 tax expense benefited from releasing a valuation allowance in the
United Kingdom. The work opportunity credit has been extended through 2025 as
part of the Consolidated Appropriations Act, 2021.

Our tax expense is affected by recurring items, such as the amount of pretax
income and its mix by jurisdiction, U.S. work opportunity credits and the change
in cash surrender value of tax exempt investments in life insurance policies. It
is also affected by discrete items that may occur in any given period but are
not consistent from period to period, such as tax law changes, changes in
judgment regarding the realizability of deferred tax assets, the tax effects of
stock compensation, and changes in the fair value of the Company's investment in
Persol Holdings, which are treated as discrete since they cannot be estimated.
The impairment of goodwill in the first quarter of 2020 and the recording of
deferred taxes on the Brazil outside basis differences in the second quarter of
2020 were treated as discrete items.

The net loss for 2020 of $72.0 million, a decrease from net earnings of $112.4
million in 2019, was due primarily to lower earnings from operations due to the
goodwill impairment charge taken in the first quarter of 2020, combined with
increased losses of Persol Holdings common stock, partially offset by the impact
of an income tax benefit in comparison to income tax expense in 2019.

2019 vs. 2018

Total Company revenue from services for 2019 declined 2.9% in comparison to
2018. As noted in the following discussions, revenue decreases in Professional &
Industrial and International were partially offset by increases in Science,
Engineering & Technology, Education and Outsourcing & Consulting revenue. On a
total Company basis, revenue from staffing services declined 6% compared to
2019, primarily due to the disruption resulting from the restructure of the U.S.
branch-based staffing operations in the first quarter of 2019 and slower
achievement of the related benefits. Additionally, permanent placement revenue,
which is included in revenue from services, decreased 13% year-over-year. These
declines were partially offset by a 30% increase in revenue from outcome-based
services as demand increased from both new and existing customers. Revenue from
services for 2019 includes the results of NextGen and GTA acquisitions, which
added approximately 250 basis points to the total revenue growth rate.

The gross profit rate increased by 50 basis points from the prior year. As noted
in the following discussions, increases in the gross profit rate for
Professional & Industrial and Science, Engineering & Technology were partially
offset by decreases in the gross profit rate for Education and Outsourcing &
Consulting. The improved gross profit rate resulted from improved specialty mix
in Professional & Industrial and Science, Engineering & Technology, partially
offset by pricing pressure in Education. The
                                       27
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NextGen and GTA acquisitions drove a portion of the improved product mix and accounted for approximately 30 basis points of the gross profit rate growth.



Total SG&A expenses decreased 0.2% on a reported basis, due primarily to the
effect of currency exchange rates. On a CC basis, SG&A expenses increased 0.7%
due primarily to the addition of SG&A expenses from the NextGen and GTA
acquisitions, partially offset by cost reduction efforts in Professional &
Industrial and Outsourcing & Consulting. Also included in SG&A expenses for 2019
are restructuring charges of $5.5 million, related primarily to the U.S.
branch-based staffing operations.

Gain on sale of assets primarily represents the excess of the proceeds over the
cost of an unused parcel of land located near the Company headquarters sold
during the second quarter of 2019. Asset impairment charge represents the
write-off of previously capitalized costs associated with a new U.S. front and
middle office technology development project which management determined would
not be completed but replaced by an enhanced and expanded use of an existing
technology platform.

Earnings from operations for 2019 of $81.8 million reflects a decline from the
$87.4 million of earnings from operations in 2018. Our earnings from operations
declined as a result of the asset impairment charge and lower gross profit,
partially offset by the gain on sale of assets and lower expenses due to cost
reduction efforts.

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

Income tax expense was $0.4 million for 2019 and benefit was $27.1 million for
2018. The increase in tax expense for 2019 was driven by gains on the Company's
investment in Persol Holdings, compared to losses in 2018 and by a decline in
work opportunity credits. This was partially offset by improved returns on tax
exempt income on life insurance policies, and by higher net valuation allowance
releases.

Net earnings for 2019 was $112.4 million, compared to net earnings of $22.9
million for 2018. The increase was primarily due to the impact of the gain on
investment in Persol Holding of $35.8 million in 2019, compared to a loss on
investment in Persol Holdings of $96.2 million in 2018.


                                       28
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                          Operating Results By Segment
                             (Dollars in millions)

                                                       2020 vs. 2019                                                     2019 vs. 2018
                                       2020                2019
                                    (53 Weeks)          (52 Weeks)           % Change                        2019            2018             % Change
                                                                                    Dollars in millions
Revenue From Services:
Professional & Industrial          $  1,858.4          $  2,213.4             (16.0)     %            $ 2,213.4          $ 2,430.9              (8.9)   

%


Science, Engineering & Technology     1,019.1             1,131.8              (9.9)                    1,131.8            1,002.6              12.9
Education                               286.9               450.7             (36.3)                      450.7              428.5               5.2
Outsourcing & Consulting                363.5               377.7              (3.8)                      377.7              377.1               0.1
International                           988.6             1,182.5             (16.4)                    1,182.5            1,275.2              (7.3)
Less: Intersegment revenue               (0.5)               (0.5)            (16.6)                       (0.5)              (0.4)             42.8
Consolidated Total                 $  4,516.0          $  5,355.6             (15.7)     %            $ 5,355.6          $ 5,513.9              (2.9)     %



2020 vs. 2019

Professional & Industrial revenue from services decreased due primarily to decreases in our hours volume in our staffing product which was impacted by COVID-19. These decreases were partially offset by increased revenue in our outcome-based products due to program expansions. The 53rd week added approximately 1% to 2020 reported revenue from services in Professional & Industrial.



Science, Engineering & Technology revenue from services decreased due to lower
hours volume in our staffing product across most specialties due to the
continued impact of COVID-19, with the exception of our government staffing
business, which has seen increased demand for life sciences support. The 53rd
week added approximately 1% to 2020 reported revenue from services in Science,
Engineering & Technology.

Education revenue from services decreased due to the impact of COVID-19.
Temporary school closures, delayed starts and use of virtual or hybrid
instructional delivery reduced the demand. These decreases were partially offset
by the revenues from the first quarter 2020 acquisition of Insight. The 53rd
week added less than 1% to 2020 reported revenue from services in Education.

Outsourcing & Consulting revenue from services decreased due primarily to
decreases in our PPO, MSP and RPO products due in part to COVID-19 demand
declines, as well as lower demand from customers in the oil and gas industry.
The 53rd week added approximately 2% to 2020 reported revenue from services in
Outsourcing & Consulting.

International revenue from services decreased 16.4% on a reported basis and
15.6% on a CC basis. The decline was primarily due to a decrease in hours volume
as COVID-19 disruptions continued across operations in all countries, in
particular France, Portugal and the U.K. These decreases were partially offset
by increased revenue in Russia, due to higher average bill rates. The 53rd week
added approximately 1% to 2020 reported and CC revenue from services in
International.

2019 vs. 2018



Professional & Industrial revenue from services decreased as a result of lower
staffing revenues. This decrease was due to the disruption resulting from the
restructure of the U.S. branch-based staffing in the first quarter of 2019 and
slower achievement of the related benefits. The reduction in staffing revenue
was partially offset by increases in our KellyConnect and outcome-based services
revenues as a result of program expansions and new customer contracts.

Science, Engineering & Technology revenue from services increased due to higher
staffing services revenue as a result of the acquisitions of Global Technology
Associates and NextGen in the first quarter of 2019. Revenues also increased in
our outcome-based services due to both adding new customers and existing
customer program expansions.

Education revenue from services increased as a result of continued sales growth
from new contracts with additional school districts coupled with year-over-year
revenue increases in existing school districts.

                                       29
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Outsourcing & Consulting revenue from services was flat year over year. Revenue increases in our MSP product were offset by decreases in our PPO and RPO products.



International revenue decreased 7.3% on a reported basis and 3.4% on a CC basis.
The decline was primarily due to a decrease in hours volume reflecting softening
market conditions in Europe, particularly France and Germany. These decreases
were partially offset by increased revenue in Russia, due to higher hours
volume.




                                       30

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                    Operating Results By Segment (continued)
                             (Dollars in millions)
                                                         2020 vs. 2019                                               2019 vs. 2018
                                          2020                 2019
                                       (53 Weeks)           (52 Weeks)           Change                 2019             2018            Change
                                                                                  Dollars in millions
Gross Profit:
Professional & Industrial            $     330.2          $     388.4            (15.0)    %         $ 388.4          $ 419.3             (7.4)    %
Science, Engineering & Technology          209.4                226.2             (7.5)                226.2            185.6             21.9
Education                                   42.2                 72.0            (41.3)                 72.0             70.7              1.9
Outsourcing & Consulting                   119.8                122.3             (2.0)                122.3            124.2             (1.6)
International                              126.0                159.5            (21.0)                159.5            172.4             (7.5)
Consolidated Total                   $     827.6          $     968.4            (14.5)    %         $ 968.4          $ 972.2             (0.4)    %

Gross Profit Rate:
Professional & Industrial                      17.8     %           17.5    

% 0.3 pts. 17.5 % 17.3 % 0.2 pts. Science, Engineering & Technology

              20.5                 20.0           0.5                     20.0             18.5           1.5
Education                                      14.7                 16.0          (1.3)                    16.0             16.5          (0.5)
Outsourcing & Consulting                       33.0                 32.4           0.6                     32.4             32.9          (0.5)
International                                  12.7                 13.5          (0.8)                    13.5             13.5             -
Consolidated Total                             18.3 %               18.1 %         0.2     pts.            18.1 %           17.6 %         0.5     pts.



2020 vs. 2019

Gross profit for the Professional & Industrial segment declined as the result of
lower revenue volume, partially offset by an improved gross profit rate. The
gross profit rate increased 30 basis points due to lower employee-related costs
coupled with improved product mix, as a greater proportion of the segment
revenue came from outcome-based services with higher margins.

The Science, Engineering & Technology gross profit declined as lower revenue
volume was partially offset by a higher gross profit rate. The gross profit rate
increased 50 basis points due to lower employee-related costs, partially offset
by specialty and customer mix.

Gross profit for the Education segment declined as a result of lower revenue
volume, combined with a lower gross profit rate. The Education gross profit rate
decreased 130 basis points due to increased pricing pressures, partially offset
by lower employee-related costs.

The Outsourcing & Consulting gross profit declined on lower revenue volume,
partially offset by an improved gross profit rate. The Outsourcing & Consulting
gross profit rate increased 60 basis points due to improved customer mix in the
RPO product, coupled with lower employee-related costs in the PPO product.

International gross profit declined as a result of lower revenue volume and a
decline in the gross profit rate. The International gross profit rate decreased
primarily due to lower permanent placement revenue.

2019 vs. 2018



Gross profit for the Professional & Industrial segment declined as the result of
lower revenue volume, partially offset by an improved gross profit rate. The
gross profit rate increased 20 basis points due to customer and specialty mix.

The Science, Engineering & Technology gross profit increased as the result of
higher revenue volume from the GTA and NextGen acquisitions mentioned
previously, combined with a higher gross profit rate. The gross profit rate
increased 150 basis points due primarily to the impact of these acquisitions
coupled with improved specialty mix.

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Gross profit for the Education segment increased as a result of higher revenue volume, partially offset by a lower gross profit rate. The Education gross profit rate decreased 50 basis points due to pricing pressures.



The Outsourcing & Consulting gross profit decreased as a result of a decline in
the gross profit rate. The Outsourcing & Consulting gross profit rate decreased
50 basis points due primarily to the reduction in our gross profit rate in our
RPO product as a result of customer mix within that product.

International gross profit declined as a result of lower revenue volume and negative currency effects. The International gross profit rate for 2019 was flat against 2018.


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                    Operating Results By Segment (continued)
                             (Dollars in millions)

                                                    2020 vs. 2019                                            2019 vs. 2018
                                     2020                 2019
                                  (53 Weeks)           (52 Weeks)           % Change            2019             2018            % Change
                                                                            Dollars in millions
SG&A Expenses:
Professional & Industrial       $     288.6          $     326.0            (11.5)     %     $ 326.0          $ 338.4             (3.7)     %
Science, Engineering &
Technology                            134.4                146.7             (8.4)             146.7               124.7          17.6
Education                              51.2                 56.2             (8.8)              56.2                47.8          17.6
Outsourcing & Consulting              108.3                119.3             (9.2)             119.3               131.2          (9.0)
International                         134.9                140.8             (4.2)             140.8               148.6          (5.2)
Corporate expenses                     88.2                 94.1             (6.3)              94.1                94.1           0.1
Consolidated Total              $     805.6          $     883.1             (8.8)     %     $ 883.1          $ 338.4             (0.2)     %

                                                    2020 vs. 2019                                            2019 vs. 2018
                                     2020                 2019
                                  (53 Weeks)           (52 Weeks)           % Change            2019             2018            % Change
                                                                            Dollars in millions
Restructuring Charges Included
in SG&A Expenses:
Professional & Industrial       $       6.0          $       5.1             16.8      %     $   5.1          $     -                    NM %
Science, Engineering &
Technology                              0.6                  0.4             74.1                0.4                -                    NM
Education                               1.0                    -                    NM             -                -                    NM
Outsourcing & Consulting                0.3                    -                    NM             -                -                    NM
International                           1.4                    -                    NM             -                -                    NM
Corporate expenses                      3.5                    -                    NM             -                -                    NM
Consolidated Total              $      12.8          $       5.5            131.5      %     $   5.5          $     -                    NM %



2020 vs. 2019

Total SG&A expenses in Professional & Industrial decreased due primarily to
lower salaries and related costs due to cost management actions and initiatives
taken to help mitigate the lower revenue volume as a result of the COVID-19
disruption. The decreased revenue volume also resulted in lower
performance-based compensation. In addition, Professional & Industrial took
restructuring actions in both 2020 and 2019, which reduced salaries and related
costs and facilities expenses. Included in total SG&A expenses for 2020 and 2019
are the costs of those restructuring efforts of $6.0 million and $5.1 million,
respectively, representing primarily employee severance costs.

Total SG&A expenses in Science, Engineering & Technology decreased due primarily
to cost management actions and initiatives taken to help mitigate the lower
revenue volume as a result of the COVID-19 disruption. The decreased revenue
volume also resulted in lower performance-based compensation.

Total SG&A expenses in Education decreased due primarily to lower salaries and
related costs resulting from the cost management actions and initiatives taken
to help mitigate the lower revenue volume as a result of the COVID-19
disruption. The decreased revenue volume also resulted in lower
performance-based compensation. These decreases were partially offset by the
impact of the acquisition of Insight that took place in the first quarter of
2020.

Total SG&A expenses in Outsourcing & Consulting decreased due primarily to lower
salaries and related expenses resulting from cost management actions and
initiatives taken to help mitigate the lower revenue volume as a result of the
COVID-19 disruption.
                                       33
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Total SG&A expenses in International decreased 4.2% on a reported basis and 3.6%
on a CC basis. Included in International SG&A expenses for 2020 is a $9.5
million non-cash charge related to a customer dispute in Mexico that resulted in
an additional uncollectible accounts receivable charge. Excluding this charge,
total SG&A expenses decreased 11.0% due primarily to lower salaries, driven by
cost management to contend with the COVID-19 disruption, combined with lower
incentive-based compensation.

Corporate expenses decreased as a result of lower performance-based compensation
expense and lower professional fees, partially offset by restructuring charges
incurred during 2020.

2019 vs. 2018

Total SG&A expenses in Professional & Industrial decreased due primarily to
lower performance-based compensation as well as the lower cost base from the
restructuring efforts in the first quarter of 2019 in the U.S. branch-based
staffing operations. Included in the total SG&A expenses for 2019 are the costs
of that restructuring effort of $5.1 million, which were primarily severance
costs.

Total SG&A expenses in Science, Engineering & Technology increased due primarily to the impact of the acquisition of GTA and NextGen in the first quarter of 2019.



Total SG&A expenses in Education increased due primarily to increased salaries
from additional headcount related to an updated infrastructure put in place to
deliver services to customers in this business unit in anticipation of the
then-expected revenue growth.

Total SG&A expenses in Outsourcing & Consulting decreased due primarily to lower salaries from reduced headcounts as we continued to streamline the service delivery and support infrastructure in the business unit.



Total SG&A expenses in International decreased 5.2% on a reported basis and 1.3%
on a CC basis, due primarily to effective cost management to align to revenue
trends.

Corporate expenses were flat year over year. Lower performance-based compensation expense was offset by higher depreciation expense related to recently completed information technology projects.


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                    Operating Results By Segment (continued)
                             (Dollars in millions)

                                                    2020 vs. 2019                                              2019 vs. 2018
                                    2020                 2019
                                 (53 Weeks)           (52 Weeks)            % Change              2019            2018            % Change
                                                                            Dollars in millions
Earnings (Loss) from
Operations:
Professional & Industrial      $      41.6          $      62.4              (33.4)     %      $  62.4          $ 80.9             (22.8)     %
Science, Engineering &
Technology                            75.0                 79.5               (5.8)               79.5            60.9              30.6
Education                             (9.0)                15.8                      NM           15.8            22.9             (31.0)
Outsourcing & Consulting              11.5                  3.0              291.3                 3.0            (7.0)                    NM
International                         (8.9)                18.7                      NM           18.7            23.8             (21.6)
Corporate                           (203.8)               (97.6)            (108.6)              (97.6)          (94.1)             (3.8)
Consolidated Total             $     (93.6)         $      81.8                      NM %      $  81.8          $ 87.4              (6.5)     %



2020 vs. 2019

Professional & Industrial reported earnings of $41.6 million, a 33.4% decrease
from 2019. The decrease in earnings was primarily due to the impact of COVID-19
on our staffing product, partially offset by increases in our outcome-based
products and the cost management initiatives taken to mitigate the impact of the
pandemic on our operations.

Science, Engineering & Technology reported earnings of $75.0 million, a 5.8%
decrease from 2019. The decrease in earnings was primarily due to the impact of
COVID-19 on demand for our services, partially offset by the cost management
initiatives taken to mitigate its impact.

Education reported a loss of $9.0 million, compared to earnings of $15.8 million
in 2019. The decrease is due to the impact of COVID-19 on our revenue, partially
offset by the cost management initiatives taken to mitigate its impact.

Outsourcing & Consulting reported earnings of $11.5 million, an $8.5 million
increase over 2019. The increase in earnings was primarily due to the impact of
the cost management initiatives taken to mitigate the impact of COVID-19,
partially offset by lower revenue volume due to the impact of COVID-19 and lower
customer demand in the oil and gas industry.

International reported a loss of $8.9 million, compared to earnings of $18.7
million in 2019, largely driven by the impact of
COVID-19 on revenue and a charge related to a customer dispute in Mexico,
partially offset by cost management initiatives.

Corporate loss from operations of $203.8 million for 2020 includes the goodwill impairment charge of $147.7 million and gain on sale of assets of $32.1 million.

2019 vs. 2018



Professional & Industrial reported earnings of $62.4 million, a 22.8% decrease
from 2018. The decrease in earnings was primarily due to decreased revenue in
2019 in our staffing product, partially offset by the reduced expenses as a
result of the restructuring efforts and lower performance-based compensation.
Science, Engineering & Technology reported earnings of $79.5 million, a 30.6%
increase from 2018. The increase in earnings was primarily due to the impact on
earnings from the acquisitions of GTA and NextGen, coupled with continued strong
performance and growth in our outcome-based services business.

Education reported earnings of $15.8 million, a 31.0% decrease from 2018. The
decrease is due primarily to the increased costs associated with building out
the Education service delivery infrastructure in order to prepare for the
then-expected future sustained revenue growth. The impact of these additional
costs on earnings was partially offset by the additional revenue resulting from
new customer contracts and year-over-year increases related to existing
customers.

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Outsourcing & Consulting reported earnings of $3.0 million, compared to a loss
of $7.0 million in 2018. The increase in earnings was primarily due to lower
expenses as a result of actions to streamline operations.

International reported earnings of $18.7 million, a decrease of 21.6% from 2018.
The decrease was due to lower revenue volume, reflecting softening market
conditions primarily in Europe, partially offset by lower SG&A expenses due to
effective cost management.
                                       36
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                             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, which is
generally paid weekly or monthly, and customer accounts receivable, which is
generally outstanding for longer periods. Since receipts from customers lag
payroll paid to temporary employees, working capital requirements increase
substantially in periods of growth. Conversely, when economic activity slows,
working capital requirements may substantially decrease. This may result in an
increase in our operating cash flows; however, any such increase would not be
sustainable in the event that an economic downturn continued for an extended
period. The impact of the current economic slow-down resulting from the COVID-19
crisis began in March 2020 and continued through the fourth quarter. Consistent
with our historical results, the impact of the current economic conditions
resulted in declines in working capital requirements, primarily trade accounts
receivable, and increases in cash flows from operations as revenues slowed.

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

Cash, Cash Equivalents and Restricted Cash



Cash, cash equivalents and restricted cash totaled $228.1 million at year-end
2020, compared to $31.0 million at year-end 2019. As further described below,
during 2020, we generated $186.0 million of cash from operating activities,
generated $9.8 million of cash from investing activities and used $8.1 million
of cash for financing activities.

Operating Activities



In 2020, we generated $186.0 million of net cash from operating activities, as
compared to generating $102.2 million in 2019 and generating $61.4 million in
2018. The change from 2019 to 2020 was primarily due to the deferral of $117.0
million of payroll tax payments, partially offset by the impact of higher global
DSO, as discussed below. The change from 2018 to 2019 was primarily driven by
working capital changes.

Trade accounts receivable totaled $1.3 billion at year-end 2020 and 2019. Global
DSO for the fourth quarter was 64 days for 2020, compared to 58 days for 2019.
The increase of six days was due to certain customers taking advantage of full
payment terms, along with a shift in customer mix to larger customers with
longer payment terms. The accounts receivable balances for a limited number of
large customers increased during the fourth quarter of 2020 due to short-term,
customer-driven administrative issues, which also contributed to the
year-over-year increase in DSO.

Our working capital position (total current assets less total current
liabilities) was $624.0 million at year-end 2020, an increase of $102.4 million
from year-end 2019. Excluding additional cash, working capital declined $94.8
million from year-end 2019. The current ratio (total current assets divided by
total current liabilities) was 1.7 at year-end 2020 and 1.6 at year-end 2019.

Investing Activities



In 2020, we generated $9.8 million of net cash from investing activities,
compared to using $94.3 million in 2019 and using $29.8 million in 2018.
Included in cash generated from investing activities in 2020 is $55.5 million of
proceeds representing the cash received, net of transaction expenses, for the
sale of three headquarters properties as a part of a sale and leaseback
transaction and $5.6 million received from a payment on the loans to PersolKelly
Pte. Ltd. This was partially offset by cash used for the acquisitions of Insight
in January 2020 and Greenwood/Asher in November 2020. Cash used for the
acquisition of Insight totaled $36.4 million, net of the cash received and
including working capital adjustments. Cash used for the acquisition of
Greenwood/Asher totaled $2.8 million, net of the cash received and including
working capital adjustments.

Included in cash used for investing activities in 2019 is $50.8 million for the
acquisition of NextGen in January 2019, net of cash received, $35.6 million for
the acquisition of GTA in January 2019, net of cash received, and $4.4 million
for loans to PersolKelly Pte. Ltd. to fund working capital requirements. These
uses of cash were partially offset by proceeds of $13.8 million primarily from
the sale of unused land during the second quarter of 2019.

Capital expenditures totaled $15.5 million in 2020, $20.0 million in 2019 and
$25.6 million in 2018. Capital expenditures in 2020 were primarily related to
the Company's headquarters building improvements, IT infrastructure and
technology programs. Capital expenditures in 2019 primarily related to the
Company's technology programs. Capital expenditures in 2018 primarily related to
the Company's technology programs, IT infrastructure and headquarters building
improvements.
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Financing Activities



In 2020, we used $8.1 million of cash for financing activities, as compared to
using $16.1 million in 2019 and using $26.5 million in 2018. Changes in net cash
from financing activities were primarily related to dividend payments in 2020,
2019 and 2018. Dividends paid per common share were $0.075 in 2020 and $0.30 in
2019 and 2018. 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.
Changes in net cash from financing activities are also impacted by short-term
borrowing activities. Debt totaled $0.3 million at year-end 2020 and was $1.9
million at year-end 2019. Debt-to-total capital (total debt reported in the
consolidated balance sheet divided by total debt plus stockholders' equity) is a
common ratio to measure the relative capital structure and leverage of the
Company. Our ratio of debt-to-total capital was 0.0% at year-end 2020 and 0.1%
at year-end 2019.

In 2020 and 2019, the net change in short-term borrowings was primarily due to payments on local lines of credit. In 2018, the net change in short-term borrowings was primarily due to payments on our revolving credit facility.

Contractual Obligations and Commercial Commitments



Summarized below are our obligations and commitments to make future payments as
of year-end 2020:
                                                                 Payment due by period
                                               Less than                                       More than
                                   Total         1 year        1-3 Years       3-5 Years        5 years
                                                         (In millions of dollars)
Leases                           $ 111.1      $     25.5      $     33.0      $     16.4      $     36.2
Short-term borrowings                0.3             0.3               -               -               -
Accrued workers' compensation       65.0            22.7            19.5             8.5            14.3
Accrued retirement benefits        223.1            17.4            35.1            35.0           135.6
Accrued payroll taxes              117.0            58.5            58.5               -               -
Other liabilities                   10.6             1.9             3.4             2.9             2.4
Uncertain income tax positions       0.6             0.1             0.2             0.1             0.2
Purchase obligations                36.7            16.1            13.9             6.7               -

Total                            $ 564.4      $    142.5      $    163.6      $     69.6      $    188.7



Purchase obligations above represent unconditional commitments relating
primarily to technology 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.

Liquidity



We expect to meet our ongoing short-term and long-term cash requirements
principally through cash generated from operations, available cash and
equivalents, securitization of customer receivables and committed unused credit
facilities. Additional funding sources could include asset-based lending or
additional bank facilities. To meet expected future cash requirements related to
our nonqualified retirement plan, we may utilize proceeds from Company-owned
life insurance policies. During 2020, cash generated from operations will
continue to be supplemented by recent enactment of laws providing COVID-19
relief, most notably the Coronavirus Aid, Relief, and Economic Security Act
which allows for the deferral of payments of the Company's U.S. social security
taxes. Such deferrals are required to be repaid in 2021 and 2022.

We utilize intercompany loans, dividends, capital contributions and redemptions
to effectively manage our cash on a global basis. We periodically review our
foreign subsidiaries' cash balances and projected cash needs. As part of those
reviews, we may identify cash that we feel should be repatriated to optimize the
Company's overall capital structure. As of the 2020 year end, these reviews have
not resulted in any specific plans to repatriate a majority of our international
cash balances. We expect much of our international cash will be needed to fund
working capital growth in our local operations as working capital needs,
primarily trade accounts receivable, increase during periods of growth. A cash
pooling arrangement (the "Cash Pool") is available to fund general corporate
needs internationally. The Cash Pool is a set of cash accounts maintained with a
single bank
                                       38
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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.

At year-end 2020, we had $200.0 million of available capacity on our $200.0
million revolving credit facility and $97.0 million of available capacity on our
$150.0 million securitization facility. The securitization facility carried no
short-term borrowings and $53.0 million of standby letters of credit related to
workers' compensation. Together, the revolving credit and securitization
facilities provide the Company with committed funding capacity that may be used
for general corporate purposes subject to financial covenants and restrictions.
While we believe these facilities will cover our working capital needs over the
short term, if economic conditions or operating results change significantly
from our current expectations, we may need to seek additional sources of funds.
Throughout 2020 and as of the 2020 year end, we met the debt covenants related
to our revolving credit facility and securitization facility.

At year-end 2020, we also had additional unsecured, uncommitted short-term credit facilities totaling $9.6 million, under which we had $0.3 million of borrowings. Details of our debt facilities as of the 2020 year end are contained in the Debt footnote in the notes to our consolidated financial statements.



We have historically managed 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. We believe that we may utilize a portion of our existing
cash balances to fund working capital requirements over the next several
quarters if demand for our services continues to increase and to pay 50% of
deferred payroll tax balances which are due in the fourth quarter of 2021.

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

                         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 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-accident 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. We retain an independent consulting
actuary to establish ultimate loss forecasts for the current and prior accident
years of our insurance and self-insurance programs. The consulting actuary
establishes loss development factors, based on our historical claims experience
as well as industry experience, and applies those factors to current claims
information to derive an estimate of our ultimate claims liability. In preparing
the estimates, the consulting actuary may consider factors such as the nature,
frequency and severity of the claims; reserving practices of our third party
claims administrators; performance of our medical cost management and return to
work 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 the loss forecast. We use the
ultimate loss forecasts, as developed by the consulting actuary, to establish
total expected program costs for each accident year by adding our estimates of
non-loss costs such as claims handling fees and excess insurance premiums. 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.
                                       39
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We evaluate the accrual quarterly 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, was $54.6 million and $59.5 million at year-end 2020 and 2019,
respectively.

Business Combinations



We account for business combinations using the acquisition method of accounting,
in which the purchase price is allocated for assets acquired and liabilities
assumed and recorded at the estimated fair values at the date of acquisition.
Any excess of the purchase price over the estimated fair values of the net
assets acquired is recorded as goodwill. Management is required to make
significant assumptions and estimates in determining the fair value of the
assets acquired, particularly intangible assets. Purchased intangible assets are
primarily comprised of acquired trade names and customer relationships that are
recorded at fair value at the date of acquisition. We utilize third-party
valuation specialists to assist us in the determination of the fair value of the
intangibles. The fair value of trade name intangibles is determined using the
relief-from-royalty method, which relies on the use of estimates and assumptions
about projected revenue growth and discount rates. The fair value of customer
relationship intangibles is determined using the multi-period excess earnings
method, which relies on the use of estimates and assumptions about projected
revenue growth, customer attrition, and discount rates. Determining the useful
lives of intangible assets also requires judgment and are inherently uncertain.
There is a measurement period of up to one year in which to finalize the fair
value determinations and preliminary fair value estimates may be revised if new
information is obtained during this period.

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) the position would be sustained upon examination by tax
authorities who 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.

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 income and other taxes
in the consolidated balance sheet and long-term tax accruals are presented in
other long-term liabilities in the consolidated balance sheet.

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. 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. 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.


                                       40
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Equity Method Investment



We account for our investment in PersolKelly Pte. Ltd. under the equity method
of accounting on a one-quarter lag. We review our equity method investment for
indicators of impairment on a quarterly basis or whenever events or
circumstances indicate the carrying amount may be other-than-temporarily
impaired. An impairment assessment requires the exercise of judgment related to
financial trends, forecasts, relevant events, as well as any operating,
economic, legal or regulatory changes that may have an impact on the investment.
There were no indicators of an other-than-temporary impairment in 2020 or 2019.
As of year-end 2020 and 2019, the equity method investment was $118.5 million
and $117.2 million, respectively. See the Investment in PersolKelly Pte. Ltd.
footnote in the notes to our consolidated financial statements.

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. For segments with a goodwill balance, we have determined
that our reporting units are the same as our operating and reportable segments
based on our organizational structure.

We may first use a qualitative assessment for the annual impairment test if we
have determined that it is more likely than not that the fair value for one or
more reporting units is greater than their carrying value. In conducting the
qualitative assessment, we assess the totality of relevant events and
circumstances that affect the fair value or carrying value of the reporting
unit. Such events and circumstances may include macroeconomic conditions,
industry and market conditions, cost factors, overall financial performance,
entity-specific events and events affecting a reporting unit.

If we elect to forgo the qualitative assessment for a reporting unit, goodwill
is tested for impairment by comparing the estimated fair value of a reporting
unit to its carrying value. If the estimated fair value of a reporting unit
exceeds the carrying value of the net assets assigned to a reporting unit,
goodwill is not considered impaired and no further testing is required. If the
carrying value of the net assets assigned to a reporting unit exceeds the
estimated fair value of a reporting unit, goodwill is deemed impaired and is
written down to the extent of the difference.

During the first quarter of 2020, negative market reaction to the COVID-19
crisis, including declines in our common stock price, caused our market
capitalization to decline significantly compared to the fourth quarter of 2019,
causing a triggering event. Therefore, we performed an interim step one
quantitative test for our reporting units with goodwill and determined that the
estimated fair values of both reporting units no longer exceeded their carrying
values. Based on the result of our interim goodwill impairment test as of the
first quarter of 2020, we recorded a goodwill impairment charge of $147.7
million to write off the entire goodwill balance.

To derive the estimated fair value of reporting units, we primarily relied on an
income approach, which was validated through reconciliation to observable market
capitalization data. Under the income approach, estimated fair value is
determined based on estimated future cash flows discounted by an estimated
market participant weighted-average cost of capital, which reflects the overall
level of inherent risk of the reporting unit being measured. Estimated future
cash flows are based on our internal projection model and reflects management's
outlook for the reporting units. Assumptions and estimates about future cash
flows and discount rates are complex and often subjective. They can be affected
by a variety of factors, including external factors such as industry and
economic trends, and internal factors such as changes in our business strategy
and our internal forecasts. Our analysis used significant assumptions by
reporting unit, including: expected future revenue and expense growth rates,
profit margins, discount rate, forecasted capital expenditures and working
capital.

In the fourth quarter of 2020, the Company elected to perform a qualitative
analysis (a "step zero" test) to determine whether a further quantitative
assessment was necessary for the reporting unit with goodwill. The step zero
test included making judgments and assessments to determine whether any events
or circumstances have occurred that makes it more likely than not that the fair
value of a reporting unit is less than its carrying amount. As a result of this
qualitative assessment, a step one quantitative analysis was not deemed
necessary and the goodwill was not impaired.

We completed our annual impairment test for all reporting units with goodwill in
the fourth quarter for the fiscal year ended 2019 and determined that goodwill
was not impaired. In 2019, we performed a step one quantitative assessment for
the Americas Staffing and GTS reporting units.

At year-end 2020 and 2019, total goodwill amounted to $3.5 million and $127.8
million, respectively. See the Goodwill and Intangible Assets footnote in the
notes to our consolidated financial statements for more information.
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Litigation



Kelly is subject to legal proceedings, investigations 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 and results of similar litigation. 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 our consolidated financial
statements. At year-end 2020 and 2019, the gross accrual for litigation costs
amounted to $1.4 million and $9.9 million, respectively, which are included in
accounts payable and accrued liabilities and in accrued workers' compensation
and other claims in the consolidated balance sheet.

                         NEW ACCOUNTING PRONOUNCEMENTS

See New Accounting Pronouncements footnote in the notes to our 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 herein and in our investor conference call related
to these results are "forward-looking" statements within the meaning of the
applicable securities laws and regulations. These forward-looking statements are
based on current expectations and assumptions and are subject to a number of
significant risks and uncertainties. Forward-looking statements include
statements which are predictive in nature, which depend upon or refer to future
events or conditions, or which include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," or variations or negatives thereof
or by similar or comparable words or phrases. In addition, any statements
concerning future financial performance (including future revenues, earnings or
growth rates), ongoing business strategies or prospects, and possible future
actions by us that may be provided by management, including oral statements or
other written materials released to the public, are also forward-looking
statements. Forward-looking statements are based on current expectations and
projections about future events and are subject to risks, uncertainties and
assumptions about our Company and economic and market factors in the countries
in which we do business, among other things. These statements are not guarantees
of future performance, and we have no specific intention to update these
statements.

Actual events and results may differ materially from those expressed or
forecasted in forward-looking statements due to a number of factors. The
principal important risk factors that could cause our actual performance and
future events and actions to differ materially from such forward-looking
statements include, but are not limited to, changing market and economic
conditions, the recent novel coronavirus (COVID-19) outbreak, competitive market
pressures including pricing and technology introductions and disruptions,
disruption in the labor market and weakened demand for human capital resulting
from technological advances, competition law risks, the impact of changes in
laws and regulations (including federal, state and international tax laws),
unexpected changes in claim trends on workers' compensation, unemployment,
disability and medical benefit plans, or the risk of additional tax liabilities
in excess of our estimates, our ability to achieve our business strategy, our
ability to successfully develop new service offerings, material changes in
demand from or loss of large corporate customers as well as changes in their
buying practices, risks particular to doing business with government or
government contractors, the risk of damage to our brand, our exposure to risks
associated with services outside traditional staffing, including business
process outsourcing, services of licensed professionals and services connecting
talent to independent work, our increasing dependency on third parties for the
execution of critical functions, our ability to effectively implement and manage
our information technology strategy, the risks associated with past and future
acquisitions, including risk of related impairment of goodwill and intangible
assets, exposure to risks associated with investments in equity affiliates
including PersolKelly Pte. Ltd., risks associated with conducting business in
foreign countries, including foreign currency fluctuations, the exposure to
potential market and currency exchange risks relating to our investment in
Persol Holdings, risks associated with violations of anti-corruption, trade
protection and other laws and regulations, availability of qualified full-time
employees, availability of temporary workers with appropriate skills required by
customers, liabilities for employment-related claims and losses, including class
action lawsuits and collective actions, our ability to sustain critical business
applications through our key data centers, risks arising from failure to
preserve the privacy of information entrusted to us or to meet our obligations
under global privacy laws, the risk of cyberattacks or other breaches of network
or information technology security, our ability to realize value from our tax
credit and net operating loss carryforwards, our ability to maintain specified
financial covenants in our bank facilities to continue to access credit markets,
and other risks, uncertainties and factors discussed in this report and in our
other filings with the Securities and Exchange Commission. Actual results may
differ materially from any forward-looking statements contained herein, and we
undertake no duty to update any forward-looking statement to conform the
statement to actual results or changes in the Company's expectations. Certain
risk factors are discussed more fully under "Risk Factors" in Part I, Item 1A of
this report.
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