Debt

Short-Term Debt

On December 5, 2016, the Company entered into an agreement with its lenders to amend and restate its $200.0 million, five-year revolving credit facility (the “Facility”). The amendment decreased the size to $150.0 million and changed some of the terms and conditions, with a new maturity date of December 6, 2021. The Facility allows for borrowings in various currencies and is available to be used to fund working capital, acquisitions and general corporate needs.

At year-end 2016, there were no borrowings under the Facility and a remaining borrowing capacity of $150.0 million. At year-end 2015, there were no borrowings under the Facility and the remaining borrowing capacity was $200.0 million. To maintain availability of the funds, we pay a facility fee on the full amount of the Facility, regardless of usage. The facility fee varies based on the Company’s leverage ratio as defined in the agreement. The Facility, which contains a cross-default clause that could result in termination if defaults occur under our other loan agreements, had a facility fee of 17.5 basis points at year-end 2016 and 20 basis points at year-end 2015. The Facility’s financial covenants and restrictions are described below, all of which were met at year-end 2016:


•	We must maintain a certain minimum ratio of earnings before interest, taxes, depreciation, amortization and certain cash and non-cash charges that are non-recurring in nature (“EBITDA”) to interest expense (“Interest Coverage Ratio”) as of the end of any fiscal quarter.


•	We must maintain a certain maximum ratio of total indebtedness to the sum of net worth and total indebtedness at all times.


•	Dividends, stock buybacks and similar transactions are limited to certain maximum amounts.


•	We must adhere to other operating restrictions relating to the conduct of business, such as certain limitations on asset sales and the type and scope of investments.

On December 5, 2016, the Company and Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), amended the Receivables Purchase Agreement related to the $150.0 million Securitization Facility (the “Securitization Facility”). The amendment increased the size to $200.0 million and changed some of the terms and conditions, with a new maturity date of December 5, 2019.

Under the Securitization Facility, the Company will sell certain trade receivables and related rights (“Receivables”), on a revolving basis, to the Receivables Entity. The Receivables Entity may from time to time sell an undivided variable percentage ownership interest in the Receivables. The Securitization Facility, which contains a cross-default clause that could result in termination if defaults occur under our other loan agreements, also allows for the issuance of standby letters of credit (“SBLC”) and contains certain restrictions based on the performance of the Receivables.

As of year-end 2016, the Securitization Facility had no short-term borrowings, SBLCs of $50.4 million related to workers’ compensation at a rate of 0.50% and a remaining capacity of $149.6 million. As of year-end 2015, the Securitization Facility carried $50.0 million of short-term borrowings at a rate of 0.82%, SBLCs of $49.0 million related to workers’ compensation at a rate of 0.40% and a remaining capacity of $51.0 million. The rates above for short-term borrowings include the LIBOR interest rate and a utilization rate on the amount of our borrowings. The rates for the SBLCs represent a utilization rate on the outstanding amount of the SBLCs. In addition, we pay a facility fee of 40 basis points on the full amount of the Securitization Facility, regardless of usage.

The Receivables Entity’s sole business consists of the purchase or acceptance through capital contributions of trade accounts receivable and related rights from the Company. As described above, the Receivables Entity may retransfer these receivables or grant a security interest in those receivables under the terms and conditions of the Receivables Purchase Agreement. The Receivables Entity is a separate legal entity with its own creditors who would be entitled, if it were ever liquidated, to be satisfied out of its assets prior to any assets or value in the Receivables Entity becoming available to its equity holders. The assets of the Receivables Entity are not available to pay creditors of the Company or any of its other subsidiaries. The assets and liabilities of the Receivables Entity are included in the consolidated financial statements of the Company.

The Company had total unsecured, uncommitted short-term local credit facilities of $8.6 million as of year-end 2016. There were no borrowings under these lines at year-end 2016 compared to $5.5 million at year-end 2015. The weighted average interest rate for these borrowings, which were primarily related to Brazil, was 15.7% at year-end 2015.