Note 8 - Debt

12 Months Ended

Dec. 30, 2012

8. Debt

Short-Term Debt

The Company has a $150 million revolving credit facility (the “Facility”) with a termination date of March 31, 2016. The Facility allows for borrowings in various currencies and is used to fund working capital, acquisitions, and general corporate needs.

At year-end 2012, there were no borrowings under the Facility and a remaining capacity of $150.0 million. At year-end 2011, borrowings under the Facility were $6.2 million, with an interest rate of 2.90%, and the Facility had a remaining capacity of $143.8 million. The Facility has a commitment fee of 25 basis points.

The Facility’s financial covenants and restrictions are described below, all of which were met at year-end 2012:

The Company 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.

The Company 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 based on the Interest Coverage Ratio.

The Company 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.

The Company has a Receivables Purchase Agreement with Kelly Receivables Funding, LLC, a wholly owned bankruptcy remote special purpose subsidiary of the Company (the “Receivables Entity”), related to its $150 million, three-year, securitization facility (“Securitization Facility”). The Receivables Purchase Agreement will terminate December 4, 2014, unless terminated earlier pursuant to its terms.

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 also allows for the issuance of standby letters of credit (“SBLC”). The Securitization Facility contains a cross-default clause that could result in termination if defaults occur under our other loan agreements. The Securitization Facility also contains certain restrictions based on the performance of the Receivables.

As of year-end 2012, the Securitization Facility carried $63.0 million of short-term borrowings at a rate of 1.40%, $55.0 million of SBLCs related to workers’ compensation and a remaining capacity of $32.0 million. The interest rate applicable to borrowings under the Securitization Facility at year-end 2012 was 55 basis points over the cost of commercial paper, in addition to a facility fee of 60 basis points. As of year-end 2011, the Securitization Facility carried $84.0 million of short-term borrowings at a rate of 1.43%, SBLCs of $50.1 million related to workers’ compensation and remaining capacity of $15.9 million.

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 unsecured, uncommitted short-term local credit facilities that totaled $12.9 million as of year-end 2012. Borrowings under these lines totaled $1.1 million and $6.1 million at year-end 2012 and 2011, respectively. The interest rate for these borrowings was 9.56% at year-end 2012 and 13.4% at year-end 2011.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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