Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-1088
A. |
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Full title of the plan and the address of the plan, if different from that of the issuer
named below: |
KELLY RETIREMENT PLUS
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
KELLY SERVICES, INC.
999 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48084
REQUIRED INFORMATION
Kelly Retirement Plus (the Plan) is subject to the Employee Retirement Income Security Act of
1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the following
financial statements and schedules have been prepared in accordance with the financial reporting
requirements of ERISA.
The following financial statements, schedules and exhibits are filed as a part of this Annual
Report on Form 11-K.
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Page |
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Number |
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(a) Financial Statements of the Plan |
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4 |
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5 |
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6 |
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7 |
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(b) Schedule * |
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14 |
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Exhibit 23 |
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* |
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Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations
for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Kelly Services, Inc.
Benefit Plans Committee, which is the Plan administrator of Kelly Retirement Plus, has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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KELLY RETIREMENT PLUS
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By: |
Kelly Services, Inc. Benefit Plans Committee |
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June 19, 2009 |
/s/ Daniel T. Lis
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Daniel T. Lis |
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Senior Vice President, General Counsel
and Corporate Secretary |
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June 19, 2009 |
/s/ Patricia Little
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Patricia Little |
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Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) |
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June 19, 2009 |
/s/ Michael E. Debs
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Michael E. Debs |
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Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
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3
Report of Independent Registered Public Accounting Firm
Benefit Plans Committee
Kelly Retirement Plus
We have audited the accompanying statements of net assets available for benefits of Kelly
Retirement Plus (the Plan) as of December 31, 2008 and 2007 and the related statement of changes
in net assets available for benefits for the year ended December 31, 2008. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets of the Plan as of December 31, 2008 and 2007 and the changes in net assets
for the year ended December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The supplemental schedule of assets held at end of year as of December 31, 2008 is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plans management. This supplemental
schedule has been subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Southfield, Michigan
June 17, 2009
4
Kelly Retirement Plus
Statements of Net Assets Available for Benefits
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December 31, |
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2008 |
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2007 |
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(In thousands of dollars) |
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Investments |
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Cash |
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$ |
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$ |
11 |
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Investments Participant Directed, at fair value (Note 3) |
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93,687 |
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128,829 |
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Total Investments |
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93,687 |
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128,840 |
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Contributions Receivable |
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Employer |
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956 |
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Participant |
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326 |
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365 |
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Total Contributions Receivable |
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326 |
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1,321 |
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Net assets available for benefits, at fair value |
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94,013 |
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130,161 |
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Adjustment from fair value to contract value for interest in
common collective trust funds relating to fully benefit-
responsive investment contracts (Note 2) |
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2,453 |
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272 |
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Net assets available for benefits |
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$ |
96,466 |
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$ |
130,433 |
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See accompanying Notes to Financial Statements.
5
Kelly Retirement Plus
Statement of Changes in Net Assets Available for Benefits
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For the Year Ended |
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December 31, 2008 |
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(In thousands of dollars) |
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Additions |
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Investment Income: |
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Dividend and interest income |
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$ |
1,914 |
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Total Investment Income |
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1,914 |
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Contributions: |
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Employer |
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1,938 |
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Participant |
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9,622 |
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Total Contributions |
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11,560 |
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Total additions |
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13,474 |
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Deductions |
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Benefits paid to participants |
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9,995 |
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Administrative fees |
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84 |
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Net depreciation in fair value of investments (Note 3) |
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37,362 |
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Total deductions |
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47,441 |
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Net change in assets available for benefits |
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(33,967 |
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Net assets available for benefits: |
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Beginning of year |
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130,433 |
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End of year |
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$ |
96,466 |
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See accompanying Notes to Financial Statements.
6
Kelly Retirement Plus
Notes to Financial Statements
(In thousands of dollars)
The following description of Kelly Retirement Plus (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more complete description
of the Plans provisions.
General
The Plan provides benefits to eligible employees according to the provisions of the Plan
Document. All eligible employees, as defined by the Plan, are eligible to participate upon
hire and attainment of age 18. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA).
Contributions
Participants may contribute a percentage of eligible earnings, as defined in the Plan, of no
less than 2% and no more than 50%, up to the current IRS maximums (fifteen thousand five
hundred dollars in 2008) to the Plan each year. Participants who have attained age 50 before
the end of the Plan year are eligible to make catch-up contributions not to exceed five
thousand dollars in 2008. The employer contribution consists of two parts: Employer
Discretionary Contributions, under which Kelly Services, Inc. (the Company) may make a
discretionary contribution on behalf of all participants in an amount to be determined by the
Company. The Company made no discretionary contribution to the Plan for 2008. Employer
Matching Contributions equal $.50 per dollar of participant contribution up to 4% of eligible
pay. The employer contributions are allocated in the same manner as the participant
contributions.
Participant Accounts
Each participants account is credited with the participants contribution, the Companys
matching contribution, an allocation of the Companys discretionary contribution, an
allocation of investment earnings and an allocation of administrative expenses. Earnings are
allocated by fund based on the ratio of a participants account invested in a particular fund
to all participants investments in that fund. The benefit to which a participant is
entitled is the benefit that can be provided from the participants vested account.
Plan Administration
The Plan is administered by a committee appointed by the Board of Directors of the Company.
This committee is composed of the Executive Vice President and Chief Financial Officer, the
Executive Vice President and Chief Administrative Officer, the Senior Vice President, General
Counsel and Corporate Secretary and the Senior Vice President, Global Human Resources and
serves at the pleasure of the Board.
Investment Options
All contributions are invested by JPMorgan Trust Company, N.A. (the Trustee) as directed by
the participant among any of the investment options offered by the Plan.
7
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
1. |
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Plan Description (continued) |
Vesting and Benefits
Beginning with the 2007 Employer Discretionary Contributions, participants become fully
vested upon attainment of age sixty-five or completion of three years of services, whichever
occurs first. All Previous Employer Discretionary Contributions become fully vested upon
attainment of age sixty-five or completion of five years of service, whichever occurs first.
Participants become fully vested in Employer Matching Contributions upon attainment of age
sixty-five or completion of three years of service, whichever comes first. The first year of
service begins at the later of age 18 or date of hire. Participant contributions are 100%
vested immediately.
The value of the vested portion of participants accounts is payable to the participant upon
retirement, total and permanent disability, death or termination of employment in a lump-sum
distribution. If the vested portion of a participants account exceeds one thousand dollars
(or such other amount to be prescribed in Treasury regulations), the participant may defer
receipt of the distribution until any time prior to or upon attaining age 70-1/2. Vested
accounts with balances of one thousand dollars or less are paid in an immediate lump-sum
distribution.
Participant Forfeitures
Pursuant to the Plan agreement, participant forfeitures can be used by the Plan to (1)
restore the participants account in the event of rehire or (2) reduce the Employer
Discretionary Contribution or Employer Matching Contribution. The Plan Administrator offset
the Employer Matching Contribution with forfeitures aggregating $162 for the year ended
December 31, 2008.
In-Service Withdrawals
Participants may request in-service distributions anytime after the attainment of age 59 1/2
or if experiencing a hardship as defined by the IRS under Safe Harbor Rules.
Participant Loans
The Plan, as currently designed, does not allow participants to borrow from their accounts.
2. |
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Summary of Significant Accounting Principles and Practices |
Basis of Accounting and Use of Estimates
The financial statements of the Plan have been prepared on the accrual basis in accordance
with accounting principles generally accepted in the United States of America. The Financial
Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to
the AICPA Investment Company Guide and Defined-Contribution Health and Welfare Pension Plans,
requires the Statement of Net Assets Available for Benefits present the fair value of the
investment contracts as well as the adjustment of the fully benefit responsive investment
contracts from fair value to contract value. The related activity is presented at contract
value in the Statement of Changes in Net Assets Available for Benefits. The preparation of
financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
8
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
2. |
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Summary of Significant Accounting Principles and Practices (continued) |
Investment Valuation and Income Recognition
Plan investments are stated at fair value as of the last day of the Plan year, except for the
common collective trust fund that primarily invests in benefit-responsive investment
contracts (commonly referred to as a stable value fund), which is valued at contract value.
Contract value represents investments at cost plus accrued interest income less amounts
withdrawn to pay benefits. The fair value of the stable value common collective trust fund is
based on discounting the related cash flows of the underlying guaranteed investment contracts
based on current yields of similar instruments with comparable durations. The Plans mutual
fund investments are valued based on quoted market prices. The Kelly Stock Fund is valued at
the unit price, as determined by the Trustee, which represents the fair value of the
underlying investments. The Plan presents in the statement of changes in net assets, the net
appreciation (depreciation) in the fair value of its investments, which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded
on the ex-dividend date.
Contributions
Participant contributions are recorded in the period during which the Company makes payroll
deductions from the Plan participants earnings; Employer Matching Contributions are recorded
in the same period. Employer Discretionary Contributions are recorded in the period during
which they were earned. Administrative expenses incurred shall be paid by the Plan to the
extent not paid by the Company.
Payment of Benefits
Benefits are recorded when paid.
Risks and Uncertainties
The Plan provides for various investment options in mutual funds that hold stocks, bonds,
fixed income securities and other investment securities. Investment securities are exposed
to various risks, such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term, and that such
changes could materially affect
participants account balances and the amounts reported in the statement of net assets
available for benefits.
9
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
The following table presents individually significant investments of the Plans net assets.
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2008 |
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2007 |
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Mutual Funds: |
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JPMorgan Investor Growth & Income Fund |
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$ |
10,615 |
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$ |
16,227 |
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JPMorgan Intermediate Bond Fund Select |
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10,606 |
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10,249 |
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JPMorgan Equity Index Fund Select |
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12,829 |
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22,437 |
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Lord Abbett Mid Cap Value |
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6,480 |
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Fidelity Advisor Mid Cap Fund T |
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12,384 |
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American Funds Europacific Growth R4 |
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6,760 |
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11,759 |
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American Funds Growth Fnd of Amer R4 |
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5,437 |
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8,846 |
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American Century Heritage Fund |
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5,198 |
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Other investments |
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19,094 |
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19,007 |
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Total Mutual Funds |
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70,539 |
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107,389 |
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Collective Funds, at contract value: |
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JPMorgan Stable Asset Income Fund S |
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23,929 |
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19,278 |
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Kelly Services, Inc. Class A Common Stock Fund |
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1,672 |
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2,434 |
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Total Investments |
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$ |
96,140 |
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$ |
129,101 |
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All funds are participant directed.
During 2008, the Plans investments (including investments bought, sold and held during the
year) appreciated (depreciated) in value as follows:
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2008 |
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Common Stock |
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$ |
(613 |
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Collective Funds |
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898 |
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Mutual Funds |
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(37,647 |
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Net depreciation in fair value of investments |
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$ |
(37,362 |
) |
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10
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
As of January 1, 2008 the Plan adopted Statement of Financial Accounting Standards No. 157,
Fair Value Measurements (FAS 157). FAS 157 clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures for fair value
measurements. The standard applies under other accounting pronouncements that require or
permit fair value measurements and does not require any new fair value measurements. The
provisions of FAS 157 are effective prospectively for periods beginning January 1, 2008 for
financial assets. The implementation of the provisions of FAS 157 for financial assets as of
January 1, 2008 did not have a material impact on the Plans financial statements.
FAS 157 provides a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. In general, fair values determined by Level 1 inputs use quoted
prices in active markets for identical assets or liabilities that the Plan has the ability to
access. Fair values determined by Level 2 inputs include quoted prices for similar assets
and liabilities in active markets, and other inputs such as interest rates and yield curves
that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs,
including inputs that are available in situations where there is little, if any, market
activity for the related asset or liability. In instances where inputs used to measure fair
value fall into different levels of the fair value hierarchy, fair value measurements in
their entirety are categorized based on the lowest level input that is significant to the
valuation. The Plans assessment of the significance of particular inputs to these fair
value measurements requires judgment and considers factors specific to each asset or
liability.
Disclosures concerning assets measured at fair value are presented below. The Plan has no
liabilities measured at fair value.
Assets Measured at Fair Value at December 31, 2008
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Quoted Prices in |
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Active Markets |
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Significant Other |
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Significant |
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Balance at |
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for Identical |
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Observable |
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Unobservable |
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December 31, |
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Assets (Level 1) |
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Inputs (Level 2) |
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Inputs (Level 3) |
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2008 |
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Mutual funds |
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$ |
70,539 |
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|
$ |
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$ |
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$ |
70,539 |
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|
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Collective funds |
|
|
|
|
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|
21,476 |
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|
|
|
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|
21,476 |
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|
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|
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Common stock |
|
|
|
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|
1,672 |
|
|
|
|
|
|
|
1,672 |
|
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|
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|
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|
|
|
|
|
|
|
|
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Total assets at fair value |
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$ |
70,539 |
|
|
$ |
23,148 |
|
|
$ |
|
|
|
$ |
93,687 |
|
|
|
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|
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11
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
5. |
|
Priorities on Plan Termination |
Although the Company has not expressed any intent to do so, in the event of termination of
the Plan, the accounts of all participants shall become fully vested and shall be distributed
to the members simultaneously with all participants receiving full value of their accounts on
the date of such distribution.
6. |
|
Reconciliation of Financial Statements to IRS Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial
statements to the Form 5500:
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|
|
|
|
|
|
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Net assets available for benefits per the financial
statements |
|
$ |
96,466 |
|
|
$ |
130,433 |
|
Adjustment to fair value for stable value fund |
|
|
(2,453 |
) |
|
|
(272 |
) |
Amounts allocated to withdrawing participants |
|
|
(1,302 |
) |
|
|
(913 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
92,711 |
|
|
$ |
129,248 |
|
|
|
|
|
|
|
|
The following is a reconciliation of changes in net assets available for benefits per the
financial statements to net loss per the Form 5500:
|
|
|
|
|
|
|
Year ended |
|
|
|
December 31, |
|
|
|
2008 |
|
|
|
|
|
|
Net change in assets available for benefits per the financial statements |
|
$ |
(33,967 |
) |
Add: |
|
|
|
|
Amounts allocated to withdrawing participants at December 31, 2007 |
|
|
913 |
|
Adjustment to fair value for stable value fund at December 31, 2007 |
|
|
272 |
|
Less: |
|
|
|
|
Amounts allocated to withdrawing participants at December 31, 2008 |
|
|
(1,302 |
) |
Adjustment to fair value for stable value fund at December 31, 2008 |
|
|
(2,453 |
) |
|
|
|
|
|
|
|
|
|
Net loss per the Form 5500 |
|
$ |
(36,537 |
) |
|
|
|
|
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit
claims that have been processed and approved for payment prior to December 31 but not yet
paid as of that date.
12
Kelly Retirement Plus
Notes to Financial Statements (continued)
(In thousands of dollars)
7. |
|
Federal Income Tax Status |
The Internal Revenue Service (IRS) has determined that the Plan, as amended and restated
effective February 18, 2002, was in compliance with the applicable requirements of the
Internal Revenue Code (the Code). The Plan has been amended subsequent to February 18,
2002. Management believes that the Plan as amended complies with relevant requirements and
that the Plan is currently designed and being operated in compliance with the applicable
requirements of the Code.
8. |
|
Party-in-Interest Transactions |
A portion of the Plans investments is held in mutual funds and collective funds sponsored by
the Trustee and all investment transactions are conducted through the Trustee. All
transactions with the Trustee are considered party-in-interest transactions; however, these
transactions are not considered prohibited transactions under ERISA.
The Company is also a party-in-interest. Certain administrative expenses of the Plan,
including salaries, are paid by the Company and qualify as party-in-interest transactions.
The Plan also invests in common stock of the Company.
13
Kelly Retirement Plus
Employer Identification Number: 38-1510762
Plan Number: 002
Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year)
as of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identity of issue, |
|
Description of investment, including |
|
|
|
|
|
|
|
Party-in |
|
borrower, lessor |
|
maturity date, rate of interest, |
|
|
|
|
|
Current |
|
interest |
|
or similar party |
|
collateral, par or maturity value |
|
Cost |
|
|
Value |
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
|
(e) |
|
|
|
|
|
|
|
|
|
|
|
(In thousands |
|
|
|
|
|
|
|
|
|
|
|
of dollars) |
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
* |
|
JPMorgan |
|
JPMorgan Investor Growth & Income Fund |
|
$ |
* |
* |
|
$ |
10,615 |
|
* |
|
JPMorgan |
|
JPMorgan Intermediate Bond Fund Select |
|
|
* |
* |
|
|
10,606 |
|
* |
|
JPMorgan |
|
JPMorgan Equity Index Fund Select |
|
|
* |
* |
|
|
12,829 |
|
|
|
MFS |
|
MFS Value Fund A |
|
|
* |
* |
|
|
3,327 |
|
|
|
Royce |
|
Royce Total Return Fund |
|
|
* |
* |
|
|
3,459 |
|
|
|
American Funds |
|
American Funds Europacific Growth R4 |
|
|
* |
* |
|
|
6,760 |
|
|
|
Columbia |
|
Columbia Acorn USA A |
|
|
* |
* |
|
|
1,983 |
|
|
|
PIMCO |
|
PIMCO Total Return Fund (Adm) |
|
|
* |
* |
|
|
3,514 |
|
|
|
Hartford |
|
Hartford Cap Appreciation A |
|
|
* |
* |
|
|
2,316 |
|
|
|
American Funds |
|
American Funds Growth Fnd of Amer R4 |
|
|
* |
* |
|
|
5,437 |
|
|
|
Vanguard |
|
Vanguard Mid-Cap Index Fund |
|
|
* |
* |
|
|
227 |
|
|
|
Vanguard |
|
Vanguard Small Cap Index Fund |
|
|
* |
* |
|
|
92 |
|
|
|
Fidelity |
|
Fidelity Freedom 2010 |
|
|
* |
* |
|
|
222 |
|
|
|
Fidelity |
|
Fidelity Freedom 2020 |
|
|
* |
* |
|
|
286 |
|
|
|
Fidelity |
|
Fidelity Freedom 2030 |
|
|
* |
* |
|
|
367 |
|
|
|
Fidelity |
|
Fidelity Freedom 2040 |
|
|
* |
* |
|
|
123 |
|
|
|
Fidelity |
|
Fidelity Freedom 2050 |
|
|
* |
* |
|
|
58 |
|
|
|
Janus |
|
Janus Adviser Perkins Mid Cap Val |
|
|
* |
* |
|
|
3,120 |
|
|
|
American Century |
|
American Century Heritage Fund |
|
|
* |
* |
|
|
5,198 |
|
|
|
Collective Funds: |
|
|
|
|
|
|
|
|
|
|
* |
|
JPMorgan |
|
JPMorgan Stable Asset Income Fund S |
|
|
* |
* |
|
|
21,476 |
|
|
|
Common Stock: |
|
|
|
|
|
|
|
|
|
|
* |
|
Kelly Services, Inc. |
|
Kelly Services, Inc. Class A Common Stock Fund |
|
|
* |
* |
|
|
1,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
93,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a party-in-interest to the Plan. |
|
** |
|
Not required per Department of Labor reporting for participant-directed investments. |
14
INDEX TO EXHIBITS
REQUIRED BY ITEM 601,
REGULATION S-K
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
|
No. |
|
Description |
|
Document |
|
|
|
|
|
|
|
|
|
|
23 |
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
2 |
|
15
Exhibit 23
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to incorporation by reference in the registration statement (No. 33-51239) on Form S-8
of our report dated June 17, 2009 appearing on the annual report Form 11-K of Kelly Retirement Plus
for the years ended December 31, 2008 and 2007.
/s/ Plante & Moran, PLLC
Southfield, Michigan
June 19, 2009