SEC Filing | Kelly Services Inc.

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                                      1

                         Index to Exhibits on page 16


                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended October 3, 1999

                                      OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 0-1088


                             KELLY SERVICES, INC.
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

              DELAWARE                                       38-1510762
- ---------------------------------                        -------------------
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)


                999 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084
                ----------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

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

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

         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
             ---         ---

         At November 5, 1999, 32,381,813 shares of Class A and 3,510,406
         shares of Class B common stock of the Registrant were outstanding.




                                      2

                    KELLY SERVICES, INC. AND SUBSIDIARIES



                                                                    Page
                                                                   Number
                                                                   ------

PART I.  FINANCIAL INFORMATION

         Statements of Earnings                                       3

         Balance Sheets                                               4

         Statements of Stockholders' Equity                           5

         Statements of Cash Flows                                     6

         Notes to Financial Statements                                7

         Management's Discussion and
         Analysis of Results of
         Operations and Financial
         Condition                                                    9


PART II.  OTHER INFORMATION                                          14

         Signature                                                   15

         Index to Exhibits Required by
         Item 601, Regulation S-K                                    16








                                                      3

                                   KELLY SERVICES, INC. and SUBSIDIARIES

                                           STATEMENTS OF EARNINGS
                                                 (UNAUDITED)
                               (In thousands of dollars except per share data)


                                                       13 Weeks Ended               39 Weeks Ended
                                                ---------------------------- -----------------------------

                                                Oct. 3, 1999  Sept. 27, 1998  Oct. 3, 1999  Sept. 27, 1998
                                                ------------  --------------  ------------  --------------
                                                                                 
Sales of services                                $ 1,092,002    $ 1,032,875   $ 3,184,744    $ 2,993,543

Cost of services                                     893,900        846,094     2,617,537      2,461,108
                                                 -----------    -----------   -----------    -----------

Gross profit                                         198,102        186,781       567,207        532,435

Selling, general and
  administrative expenses                            155,390        145,404       463,770        432,057
                                                 -----------    -----------   -----------    -----------

Earnings from operations                              42,712         41,377       103,437        100,378

Interest (expense) income, net                          (309)           841          (147)         2,327
                                                 -----------    -----------   -----------    -----------

Earnings before income taxes                          42,403         42,218       103,290        102,705

Income taxes                                          17,385         17,315        42,350         42,115
                                                 -----------    -----------   -----------    -----------

Net earnings                                     $    25,018    $    24,903   $    60,940    $    60,590
                                                 ===========    ===========   ===========    ===========

Earnings per share:
  Basic                                          $       .70    $       .65   $      1.70    $      1.58
  Diluted                                                .69            .65          1.69           1.58

Average shares outstanding (thousands):
  Basic                                               35,868         38,271        35,842         38,228
  Diluted                                             36,060         38,419        36,000         38,446

Dividends per share                              $       .24    $       .23   $       .71    $       .68


See accompanying Notes to Financial Statements.






                                      4

                    KELLY SERVICES, INC. and SUBSIDIARIES

           BALANCE SHEETS AS OF OCTOBER 3, 1999 AND JANUARY 3, 1999
                          (In thousands of dollars)


ASSETS                                                        1999           1998
                                                          -----------    -----------
CURRENT ASSETS:                                           (UNAUDITED)
                                                                   
  Cash and equivalents                                    $    54,671    $    59,799
  Short-term investments                                        5,999         12,069
  Accounts receivable, less allowances of
    $14,265 and $13,035, respectively                         620,643        584,653
  Prepaid expenses and other current assets                    19,248         15,012
  Deferred taxes                                               47,583         48,343
                                                          -----------    -----------
  Total current assets                                        748,144        719,876

PROPERTY AND EQUIPMENT:
  Land and buildings                                           48,890         44,135
  Equipment, furniture and
    leasehold improvements                                    232,352        179,707
  Accumulated depreciation                                    (97,966)       (77,491)
                                                          -----------    -----------
  Total property and equipment                                183,276        146,351

INTANGIBLES AND OTHER ASSETS                                  108,010         98,020
                                                          -----------    -----------

TOTAL ASSETS                                              $ 1,039,430    $   964,247
                                                          ===========    ===========


LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Short-term borrowings                                   $    49,150    $    47,629
  Accounts payable                                             57,055         79,089
  Payroll and related taxes                                   246,839        195,670
  Accrued insurance                                            69,484         66,830
  Income and other taxes                                       45,983         37,265
                                                          -----------    -----------
  Total current liabilities                                   468,511        426,483

STOCKHOLDERS' EQUITY:
  Capital stock, $1 par value
    Class A common stock, shares issued 36,559,993
    in 1999 and 36,540,770 in 1998                             36,560         36,541
    Class B common stock, shares issued 3,555,873
    in 1999 and 3,575,096 in 1998                               3,556          3,575
  Treasury stock, at cost
    Class A common stock, 4,223,840 shares in 1999
    and 4,301,321 in 1998                                     (80,211)       (81,669)
    Class B common stock, 7,767 shares in 1999 and 1998          (248)          (248)
  Paid-in capital                                              15,665         14,844
  Earnings invested in the business                           608,008        572,517
  Accumulated foreign currency adjustments                    (12,411)        (7,796)
                                                          -----------    -----------

  Total stockholders' equity                                  570,919        537,764
                                                          -----------    -----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $ 1,039,430    $   964,247
                                                          ===========    ===========


See accompanying Notes to Financial Statements.








                                                            5

                                         KELLY SERVICES, INC. AND SUBSIDIARIES

                                          STATEMENTS OF STOCKHOLDERS' EQUITY
                                                       (UNAUDITED)
                                               (In thousands of dollars)


                                                                   13 Weeks Ended                   39 Weeks Ended
                                                           ------------------------------   -----------------------------

                                                            Oct. 3, 1999   Sept. 27, 1998   Oct. 3, 1999   Sept. 27, 1998
                                                           -------------   --------------   ------------   --------------
                                                                                                  
Capital Stock
   Class A common stock
      Balance at beginning of period                          $  36,548       $  36,541       $  36,541       $  36,538
      Conversions from Class B                                       12            --                19               3
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                   36,560          36,541          36,560          36,541

   Class B common stock
      Balance at beginning of period                              3,568           3,575           3,575           3,578
      Conversions to Class A                                        (12)           --               (19)             (3)
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                    3,556           3,575           3,556           3,575

Treasury Stock
   Class A common stock
      Balance at beginning of period                            (80,635)         (5,958)        (81,669)         (6,029)
      Exercise of stock options, restricted stock awards
        and other                                                   278              10           1,312              81
      Treasury stock issued for acquisition                         146             102             146             102
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                  (80,211)         (5,846)        (80,211)         (5,846)

   Class B common stock
      Balance at beginning of period                               (248)           (185)           (248)           (185)
      Purchase of treasury stock                                   --               (64)           --               (64)
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                     (248)           (249)           (248)           (249)

Paid-in Capital
      Balance at beginning of period                             15,448          13,751          14,844          10,980
      Exercise of stock options, restricted stock awards
         and other                                                  151              79             755           2,850
      Treasury stock issued for acquisition                          66             828              66             828
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                   15,665          14,658          15,665          14,658

Earnings Invested in the Business
      Balance at beginning of period                            591,599         540,526         572,517         522,039
      Net earnings                                               25,018          24,903          60,940          60,590
      Dividends                                                  (8,609)         (8,801)        (25,449)        (26,001)
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                  608,008         556,628         608,008         556,628

Accumulated Foreign Currency Adjustments
      Balance at beginning of period                            (17,129)        (10,958)         (7,796)         (7,092)
      Equity adjustment for foreign currency                      4,718           3,890          (4,615)             24
                                                              ---------       ---------       ---------       ---------
      Balance at end of period                                  (12,411)         (7,068)        (12,411)         (7,068)
                                                              ---------       ---------       ---------       ---------

Stockholders' Equity at end of period                         $ 570,919       $ 598,239       $ 570,919       $ 598,239
                                                              =========       =========       =========       =========

Comprehensive Income
      Net earnings                                            $  25,018       $  24,903       $  60,940       $  60,590
      Other comprehensive income - Foreign
        currency adjustments                                      4,718           3,890          (4,615)             24
                                                              ---------       ---------       ---------       ---------
      Comprehensive Income                                    $  29,736       $  28,793       $  56,325       $  60,614
                                                              =========       =========       =========       =========

See accompanying Notes to Financial Statements.







                                           6

                         KELLY SERVICES, INC. AND SUBSIDIARIES

                                STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)
             FOR THE 39 WEEKS ENDED OCTOBER 3, 1999 AND SEPTEMBER 27, 1998
                               (In thousands of dollars)


                                                                      1999           1998
                                                                  -----------    -----------

                                                                           
Cash flows from operating activities:
   Net earnings                                                   $    60,940    $    60,590
   Noncash adjustments:
     Depreciation and amortization                                     24,044         20,906
     Changes in certain working capital components                         13         18,817
                                                                  -----------    -----------

        Net cash from operating activities                             84,997        100,313
                                                                  -----------    -----------


Cash flows from investing activities:
   Capital expenditures                                               (60,621)       (39,309)
   Proceeds from sales and maturities of short-term investments       671,510      1,312,378
   Purchases of short-term investments                               (665,440)    (1,292,178)
   Increase in intangibles and other assets                            (9,195)        (5,491)
   Acquisition of companies, net of cash received                      (4,189)        (4,642)
                                                                  -----------    -----------

        Net cash from investing activities                            (67,935)       (29,242)
                                                                  -----------    -----------


Cash flows from financing activities:
   Increase/(Decrease) in short-term borrowings                         1,521        (13,015)
   Dividend payments                                                  (25,438)       (26,001)
   Exercise of stock options, restricted stock awards and other         1,727          2,931
   Purchase of treasury stock                                            --              (64)
                                                                  -----------    -----------

        Net cash from financing activities                            (22,190)       (36,149)
                                                                  -----------    -----------

Net change in cash and equivalents                                     (5,128)        34,922
Cash and equivalents at beginning of period                            59,799         76,690
                                                                  -----------    -----------


Cash and equivalents at end of period                             $    54,671    $   111,612
                                                                  ===========    ===========


See accompanying Notes to Financial Statements.





                                      7

                    KELLY SERVICES, INC. AND SUBSIDIARIES

                        NOTES TO FINANCIAL STATEMENTS
                                 (UNAUDITED)
                          (In thousands of dollars)


1.  Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company
have been prepared in accordance with Rule 10-01 of Regulation S-X and do not
include all the information and notes required by generally accepted
accounting principles for complete financial statements. All adjustments,
consisting only of normal recurring adjustments, have been made which, in the
opinion of management, are necessary for a fair presentation of the results
of the interim periods. The results of operations for such interim periods
are not necessarily indicative of results of operations for a full year. The
unaudited consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and notes thereto for
the fiscal year ended January 3, 1999 (the 1998 consolidated financial
statements).

2. Segment Disclosures

The Company's reportable segments, which are based on the Company's method of
internal reporting, are: (1) U.S. Commercial Staffing, (2) Professional,
Technical and Staffing Alternatives (PTSA) and (3) International. The
following table presents information about the reported sales and earnings
from operations of the Company for the 13-week and 39-week periods ended
October 3, 1999 and September 27, 1998. Segment data presented is net of
intersegment revenues. Asset information by reportable segment is not
presented, since the Company does not produce such information internally.



                                 13 Weeks Ended                39 Weeks Ended
                                1999          1998           1999           1998
                            -----------    -----------    -----------    -----------
                                                             
Sales:
U.S. Commercial Staffing    $   571,441    $   572,204    $ 1,685,781    $ 1,668,854
PTSA                            236,285        215,179        700,662        635,466
International                   284,276        245,492        798,301        689,223
                            -----------    -----------    -----------    -----------

   Consolidated Total       $ 1,092,002    $ 1,032,875    $ 3,184,744    $ 2,993,543
                            ===========    ===========    ===========    ===========

Earnings from Operations:
U.S. Commercial Staffing    $    51,715    $    52,250    $   144,625    $   144,480
PTSA                             14,071         10,891         40,178         31,742
International                    11,359          9,559         22,963         17,915
Corporate                       (34,433)       (31,323)      (104,329)       (93,759)
                            -----------    -----------    -----------    -----------

   Consolidated Total       $    42,712    $    41,377    $   103,437    $   100,378
                            ===========    ===========    ===========    ===========


3.  Contingencies

The Company is subject to various legal proceedings, claims and liabilities
which arise in the ordinary course of its business. Litigation is subject to
many uncertainties, the outcome of individual litigated matters is not
predictable with assurance and it is reasonably possible that some of the
foregoing matters could be decided unfavorably to the Company. Although the
amount of the liability at October 3, 1999 with respect to these matters
cannot be ascertained, the Company believes that any resulting liability will
not be material to the financial statements of the Company at October 3,
1999.





                                      8

4.  Earnings Per Share

The reconciliations of earnings per share computations for the 13-week and
39-week periods ended October 3, 1999 and September 27, 1998,
were as follows:

                                          13 Weeks Ended     39 Weeks Ended

                                           1999    1998      1999      1998
                                         -------  -------   -------  -------
Net earnings                             $25,018  $24,903   $60,940  $60,590
                                         =======  =======   =======  =======

Determination of shares (thousands):
    Weighted average common
    shares outstanding                    35,868   38,271    35,842   38,228
Effect of dilutive securities:
    Stock options and other                  109       67        89      122
    Restricted and performance awards         83       81        69       96
                                         -------  -------   -------  -------
Weighted average common shares
    outstanding - assuming dilution       36,060   38,419    36,000   38,446
                                         =======  =======   =======  =======
Earnings per share - basic               $   .70  $   .65   $  1.70  $  1.58
Earnings per share - assuming dilution   $   .69  $   .65   $  1.69  $  1.58




                                      9

                         MANAGEMENT'S DISCUSSION AND

                      ANALYSIS OF RESULTS OF OPERATIONS

                           AND FINANCIAL CONDITION

Results of Operations:

Third Quarter

Sales of services in the third quarter of 1999 were $1.092 billion, an
increase of 5.7% from the same period in 1998. Sales in the U.S. Commercial
Staffing segment were essentially flat. Continued tightness in the U.S. labor
market is the principal constraint on growth in this segment. Professional,
Technical and Staffing Alternatives (PTSA) sales grew by 9.8% while
International sales grew by 15.8% as compared to the third quarter of 1998.

Cost of services, consisting of payroll and related tax and benefit costs of
employees assigned to customers, increased 5.7% in the third quarter as
compared to the same period in 1998. Direct wage costs have increased from
1998 at a rate somewhat higher than the general inflation rate, due to strong
worldwide demand for labor.

Gross profit of $198.1 million was 6.1% higher than the third quarter of
1998, and gross profit as a percentage of sales was 18.1% in 1999 and 1998.
Although the total company gross profit rate was consistent with last year,
there was an increase in the gross profit rate of the Company's Professional,
Technical and Staffing Alternatives businesses, which offset a small decrease
in the Company's International segment.

Selling, general and administrative expenses were $155.4 million in the third
quarter, an increase of 6.9% over the same period in 1998. Expenses averaged
14.2% of sales as compared to 14.1% in last year's third quarter. The rate of
growth of these expenses is attributable primarily to increased depreciation
associated with our 1998 and 1999 year-to-date information technology capital
investments.

Earnings from operations of $42.7 million were 3.2% greater than the third
quarter of 1998. Third quarter net interest expense was $309 thousand, which
was a change of $1.2 million from last year's net interest income of $841
thousand. The decrease is attributable to lower cash and short-term
investment balances than a year ago as a result of the $76 million utilized
in the Company's share repurchase program during the fourth quarter of 1998,
and a 54% increase in year-to-date capital expenditures compared to the same
period in 1998.

Earnings before income taxes were $42.4 million, an increase of 0.4%,
compared to pretax earnings of $42.2 million for the same period in 1998. The
pretax margin was 3.9% as compared to 4.1% in last year's third quarter, due
primarily to the effect of lower net interest (expense) income noted above.
Income taxes were 41.0% of pretax income in the third quarters of 1999 and
1998.

Net earnings were $25.0 million in the third quarter of 1999, an increase of
0.5% over the third quarter of 1998. Diluted earnings per share were $.69
compared to $.65 in the same period last year, a 6.2% increase. The rate of
growth of diluted earnings per share exceeded the rate of growth of net
earnings as a result of the 2.5 million shares repurchased during the fourth
quarter of 1998.

Year-to-Date

Sales of services totaled $3.185 billion during the first nine months of
1999, an increase of 6.4% over 1998. Sales in the U.S. Commercial Staffing
segment grew by 1.0%, while Professional, Technical and Staffing Alternatives
(PTSA) sales grew by 10.3% compared to last year. International sales grew by
15.8% as compared to the first nine months of 1998.

Cost of services of $2.618 billion was 6.4% higher than last year, reflecting
volume growth and increases in payroll rates due to strong demand for labor
worldwide.

Gross profit increased 6.5% in 1999 due to increased sales. The gross profit
rate was 17.8% for the first nine months of 1999 and 1998. There was a small
decrease in the gross profit rate within the International segment, but the
overall impact was immaterial.




                                     10

Selling, general and administrative expenses of $463.8 million were 7.3%
higher than last year. The spending rate was 14.6% of sales, 0.2 percentage
points above last year's rate. Increased information technology systems
depreciation and year 2000 related conversion costs caused the year-to-date
increase in the spending rate.

Earnings before taxes were $103.3 million, an increase of 0.6% over 1998.
These earnings averaged a pretax margin of 3.2% in the first nine months of
1999 compared to 3.4% in 1998. Income taxes were 41.0% of pretax earnings in
the first nine months of 1999 and 1998.

Net earnings were $60.9 million or 0.6% above the first nine months of 1998.
Diluted earnings per share were $1.69, an increase of 7.0% as compared to
$1.58 in the first nine months of 1998.

Financial Condition

Assets totaled $1.039 billion at October 3, 1999, an increase of 7.8% over
the $964.2 million at January 3, 1999. Working capital decreased $13.8
million during the nine-month period. The current ratio was 1.6 at October 3,
1999, and 1.7 at January 3, 1999.

During the first nine months of 1999, net cash from operating activities was
$85.0 million, a decrease of 15.3% from the comparable period in 1998. This
decrease resulted principally from an increase in the accounts receivable
balance. The Company's global days sales outstanding for the 39-week period
were 53 days, as compared to 54 days for the same period last year.

Capital expenditures of $60.6 million in 1999 and $39.3 million in 1998 were
principally for developing new information systems.

The quarterly dividend rate applicable to Class A and Class B shares
outstanding was $.24 per share in the third quarter of 1999. This represents
a 4.3% increase compared to a dividend rate of $.23 per share in the third
quarter of 1998.

The Company's financial position continues to be strong. This strength will
allow it to continue to aggressively pursue growth opportunities, while
supporting current operations.

Year 2000 Systems Update

The Year 2000 problem is an issue regarding computer programs and
non-information technology systems that use embedded computer chips such as
microcontrollers. Many of these programs are unable to distinguish between a
year that begins with "20" instead of the familiar "19" and therefore could
fail or produce incorrect results.

In 1995, the Company embarked upon a global Year 2000 Project. The project
scope includes hardware, software and embedded chip technology. A formal
Project Office was established with complete executive sponsorship and
funding in February 1997. This initiated a global business system strategy
that included a wide-scale Oracle implementation of business and financial
systems, plus major enhancements to branch automation systems. Included in
these initiatives is the remediation of Year 2000 non-compliant systems.

The Company's State of Readiness

Remediation of Year 2000 non-compliant systems was divided into the following
major initiatives: mainframe, client server, domestic and international
subsidiaries. The common project phases consisted of: inventory all hardware,
software and embedded systems; prioritize systems based on business
criticality; complete a risk assessment based on interviews with business
users and subject matter experts, analysis of date functionality, and vendor
documentation; test and decide to upgrade, replace or retire, as appropriate;
internal certification; a return to production and business contingency
planning. Compuware Corporation was selected to assist in the inventory
remediation and testing process.

The inventory and assessment phase is 100% complete. Remediation and testing
is 100% complete for all business critical systems in all business areas.
Overall, the project is 98% complete with final testing scheduled for only
legally required changes associated with tax, benefit and payroll systems. A
freeze on all non-essential systems changes has been put into effect and will
remain in effect until after January 15, 2000.




                                     11


External communications and readiness assessments have been distributed to
all customers, landlords, vendors, suppliers and facilities for North
America. International communications and assessments were 100% complete at
year-end 1998. Ongoing analysis of responses will determine follow-up action
including additional contingency plans.

To deal with any unforeseen issues, a Business Continuity Command Center has
been established and will be operational at the Company's world headquarters
from December 28, 1999 through January 9, 2000. This Command Center will
function as a central point of contact to manage and bring resolution to
Y2K-related issues. Regional Command Centers will be set up around the world
to monitor and report current business conditions as well as invoke
continuity plans if needed. Plans have been established to relocate critical
business groups to a continuous power site in the event of a widespread power
outage.

The Costs To Address The Company's Year 2000 Issues

The total cost of the Year 2000 project is expected to be at least somewhat
offset by the benefits to be realized by the Company. These include: enhanced
functionality at the branch level; a worldwide inventory of information
technology and systems; a high-level documentation of business processes used
by strategic business units; rationalization and standardization of diverse
information systems; upgrades and standardization of desktop computing;
upgrade of wide area network to remote business units; improved software
quality assurance; and clean-up and documentation of older program code.

Total cost of the Year 2000 remediation project is estimated to be
approximately $21 million. The total amount incurred to date is $18 million,
of which $1 million was expended in 1997, $8 million in 1998 and $8 million
in 1999. Approximately $8 million of the total cost has been incurred for
remediation (code remediation, project management compliance and risk
assessment), $7 million for testing, and the balance for contingency
development.

The estimated future cost of completing the Year 2000 project is
approximately $3 million to be incurred in the fourth quarter of 1999 and
early 2000. Of these future costs the Company estimates approximately $1
million will relate to remediation, $2 million for testing and the balance
for contingency activities. Funds for the project are budgeted separately
from other Information Technology initiatives. These costs are being expensed
as an element of Selling, General and Administrative expense and are funded
from cash provided by operations.

The Risks Of The Company's Year 2000 Issues

The failure to correct a material Year 2000 problem could result in an
interruption, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. It is believed the
most significant of risks concern the Year 2000 readiness of third party
customers and suppliers. Due to the general uncertainty inherent in the Year
2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-party suppliers and customers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will
have a material impact on the Company's results of operations, liquidity or
financial condition. The Year 2000 Project is expected to significantly
reduce the Company's level of uncertainty about the Year 2000 problem and
through, in particular, the Year 2000 readiness of its internal systems and
processes and its assessment of third-party preparedness.

In general, all reasonable steps have been taken or are in process to ensure
operations will continue without disruption. Additionally, in the event of
circumstances resulting from the failure of a third party, all reasonable
steps will have been taken to ensure appropriate contingency plans exist or
are being developed to minimize the impact of these failures.

Market Risk Sensitive Instruments and Positions

The market risk inherent in the Company's market risk sensitive instruments
and positions is the potential loss arising from adverse changes in foreign
currency exchange rates and interest rates. Foreign currency exchange risk is
mitigated by the availability of the Company's multi-currency line of credit.
This credit facility can be used to borrow in the local currencies that can
effectively hedge the exchange rate risk resulting from foreign currencies
weakening in relation to the U.S. dollar.

The Company's holdings and positions in market risk sensitive instruments do
not subject the Company to material risk exposures.




                                     12

Forward-Looking Statements

Except for the historical statements and discussions contained herein,
statements contained in this report relate to future events that are subject
to risks and uncertainties, such as: competition, changing market and
economic conditions, currency fluctuations, changes in laws and regulations,
the Company's ability to effectively implement and manage its information
technology programs, including the Year 2000 project, and other factors
discussed in the report and in the Company's filings with the Securities and
Exchange Commission. Actual results may differ materially from any
projections contained herein.




                                     13

Companies for which this report is filed are:

         Kelly Services, Inc. and its subsidiaries:
            Kelly Assisted Living Services, Inc.
            Kelly Properties, Inc.
            Kelly Professional and Technical Services, Inc.
            Kelly Services (Canada), Ltd.
            Kelly Services (UK), Ltd.
            Kelly Services (Ireland), Ltd.
            Kelly Services (Australia), Ltd.
            Kelly Services (New Zealand), Ltd.
            Kelly Services (Nederland), B.V.
            Kelly Services of Denmark, Inc.
            Kelly de Mexico, S.A. de C.V.
            Kelly Services Norge A.S.
            KSI Acquisition Corp.
            Kelly Staff Leasing, Inc.
            The Law Registry
            Kelly Services (Suisse) Holding S.A.
            Kelly Professional Services (France), Inc.
            Kelly Services France S.A.
            Kelly Formation S.A.R.L.
            Kelly Services Luxembourg S.A.R.L.
            Kelly Services Italia Srl
            Kelly Services Iberia Holding Company, S.L.
            Kelly Services Empleo Empresa de Trabajo Temporal, S.L.
            Kelly Services Seleccion y Formacion, S.L.
            Kelly Services CIS, Inc.
            ooo Kelly Services
            Kelly Services (societa di fornitura di lavaro temporaneo) SpA
            Kelly Services Interim, S.A.
            Kelly Services Deutchland GmbH
            Kelly Services Consulting GmbH
            Kelly Services Interim (Belgium) S.A., N.V.
            Kelly Services Select (Belgium) S.A., N.V.
            Kelly Services Sverige A.B.
            LabStaff Pty. Ltd.
            HTM Group
            Interim Job S.A.R.L.





                                     14


                          PART II. OTHER INFORMATION


Item 2.           Changes in Securities.

                  On November 5, 1999, Kelly Services, Inc. ("KSI"), through
                  its wholly owned subsidiaries Kelly de Mexico, S.A. de C.V.
                  and Kelly Properties, Inc., acquired all of the issued and
                  outstanding shares of Manufactura de Alta Tecnologia S.A.
                  de C.V. ("MAT"), Outsourcing de Servicios y Manufactura,
                  S.A. de C.V. ("OSM") and QSM, S.A. de C.V. The companies
                  are engaged in the business of providing employees on a
                  temporary or permanent basis.

                  KSI delivered 5,188 shares of its Class A Common Stock from
                  Treasury as part of the consideration for the shares.
                  Subject to satisfaction of the conditions in the agreement
                  and adjustment based on the future price of KSI Class A
                  Common Stock and currency exchange rates, KSI will deliver
                  up to approximately 11,000 additional shares over the next
                  two years. The shares of KSI stock were and will be
                  delivered pursuant to an agreement among certain KSI
                  subsidiaries and the holders of the shares of MAT, OSM and
                  QSM. The shares of KSI stock were issued pursuant to
                  Section 4(2) of the Securities Act of 1933 and Rule 506 of
                  Regulation D thereunder. The owners of the companies
                  purchased represented that they, either alone or through
                  their purchaser representative, have such knowledge and
                  experience in financial and business matters as to be
                  capable of evaluating the merits and risks of an investment
                  in KSI. There were no underwriters or other distributors.


Item 6.           Exhibits and Reports on Form 8-K.


              (a) See Index to Exhibits required by Item 601, Regulation S-K,
                  set forth on page 16 of this filing.

              (b) No reports on Form 8-K were filed during the quarter for
                  which this report is filed.






                                     15



                                  SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                            KELLY SERVICES, INC.

Date:  November 16, 1999



                                            /s/ William K. Gerber
                                            William K. Gerber

                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial Officer and
                                            Principal Accounting Officer)







                                     16

                              INDEX TO EXHIBITS
                            REQUIRED BY ITEM 601,
                                REGULATION S-K

Exhibit
   No.                    Description                           Document
- -------                   -----------                           --------

 4        Rights of security holders are defined in
          Articles Fourth, Fifth, Seventh, Eighth,
          Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
          Fourteenth and Fifteenth of the Certificate
          of Incorporation. (Reference is made to
          Exhibit 3.2 to the Form 10-Q for the quarterly
          period ended June 30, 1996, filed with the
          Commission in August, 1996, which is incorporated
          herein by reference).

27        Financial Data Schedule for nine months ended
          October 3, 1999.                                          2

  

                     5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

                            1,000
                           9-MOS
                       JAN-02-2000
                            OCT-03-1999
                                           54,671
                                      5,999
                                   634,908
                                     14,265
                                           0
                                748,144
                                          281,242
                                   97,966
                                1,039,430
                           468,511
                                               0
                                 0
                                           0
                                         40,116
                                      530,803
                  1,039,430
                                               0
                              3,184,744
                                                 0
                                 2,617,537
                                      0
                                      0
                                    0
                                 103,290
                                     42,350
                              60,940
                                        0
                                       0
                                             0
                                     60,940
                                        1.70
                                      1.69