The Brink's Company Annual Report 2013

FY2013 Annual Report · The Brink's Company

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

FORM 10-K

(Mark One)


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2013



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission file number 001-09148

THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization)

P.O. Box 18100,
1801 Bayberry Court
Richmond, Virginia
(Address of principal executive offices)

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
The Brink’s Company Common Stock, Par Value $1

Securities registered pursuant to Section 12(g) of the Act: None

54-1317776
(I.R.S. Employer
Identification No.)

23226-8100
(Zip Code)

(804) 289-9600

Name of each exchange on
which registered
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes 

Yes 

Yes 

No 

No 

No 

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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes  No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes 

No 

As of February 21, 2014, there were issued and outstanding 48,425,029 shares of common stock. The aggregate market value of shares of common stock held by non-
affiliates as of June 30, 2013, was $1,220,954,365.

Documents incorporated by reference: Part III incorporates information by reference from portions of the Registrant’s definitive 2014 Proxy Statement to be filed
pursuant to Regulation 14A.

THE BRINK’S COMPANY

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2013

TABLE OF CONTENTS
PART I

Page

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Business ..................................................................................................................................................................... 1
Risk Factors ................................................................................................................................................................ 7
Unresolved Staff Comments ................................................................................................................................... 14
Properties ................................................................................................................................................................. 14
Legal Proceedings .................................................................................................................................................... 14
Mine Safety Disclosures ........................................................................................................................................... 14

Executive Officers of the Registrant......................................................................................................................... 15

PART II

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ............................................................................................................................. 16
Selected Financial Data ............................................................................................................................................ 18
Management’s Discussion and Analysis of Financial Condition and Results of Operations .................................... 19
Quantitative and Qualitative Disclosures About Market Risk .................................................................................. 66
Financial Statements and Supplementary Data ........................................................................................................ 68
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ................................. 113
Controls and Procedures ......................................................................................................................................... 113
Other Information ................................................................................................................................................... 113

PART III

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Directors, Executive Officers and Corporate Governance ...................................................................................... 114
Executive Compensation ........................................................................................................................................ 114
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................ 114
Certain Relationships and Related Transactions, and Director Independence ........................................................ 114
Principal Accountant Fees and Services ................................................................................................................. 114

Item 15.

Exhibits and Financial Statement Schedules .......................................................................................................... 115

PART IV

PART I

ITEM 1. BUSINESS

Overview
The Brink’s Company is a premier provider of secure logistics and security solutions, including cash-in-transit, ATM replenishment and
maintenance, secure international transportation of valuables and cash management services, to financial institutions, retailers, government
agencies including central banks, mints, jewelers and other commercial operations around the world. Our international network serves
customers in more than 100 countries and employs approximately 65,100 people. Our operations include approximately 1,000 facilities and
12,700 vehicles. Our headquarters are located in Richmond, Virginia. A significant portion of our business is conducted internationally, with
82% of our $3.9 billion in revenues earned outside the United States. The Brink’s Company, along with its subsidiaries, is referred to as “we,”
“our,” “Brink’s,” or “the Company” throughout this Form 10-K.

Effective December 31, 2013, Brink’s changed its reporting segments. Brink’s now reports its financial results in four segments: Latin
America; Europe, Middle East and Africa (“EMEA”); North America and Asia Pacific. Previously, the Company’s reporting segments were
International (comprised of Latin America, EMEA and Asia Pacific) and North America.

Financial information related to our four segments and non-segment income and expense is included in the consolidated financial statements on
pages 68–112. Financial results are reported in U.S. dollars and are affected by fluctuations in the relative value of foreign currencies.
Additional information about risks associated with our foreign operations is provided on pages 7, 47 and 67. We have significant liabilities
associated with our retirement plans, a portion of which has been funded. See pages 55–58 and 84–92 for more information on these liabilities.
Additional risk factors are described on pages 7–11.

Business and Financial Highlights
Brink’s operations are located throughout the world with the majority of our revenues (77%) and segment operating profit (98%) earned outside
of North America.

We serve customers in over 100 countries. Our global network includes ownership interests in operations in 43 countries and agency
relationships with companies in additional countries. In some instances, local laws limit the extent of our ownership interest.

Latin America’s operations include 442 branches in 11 countries. Latin America’s operations generated $1.7 billion in revenues in 2013,
representing 44% of Brink’s consolidated revenues and segment operating profit of $150 million (59% of consolidated segment operating
profit). In 2013, per-country revenues and percentage of total Latin America revenues for the largest countries in the region were as follows:
Mexico – $450 million (26%), Venezuela – $447 million (26%), and Brazil – $392 million (23%).

EMEA’s operations include 228 branches in 21 countries. EMEA’s operations generated $1.2 billion in revenues in 2013, representing 30% of
Brink’s consolidated revenues. Segment operating profit was $82 million, representing 32% of consolidated segment operating profit. EMEA’s
largest operation is in France with $543 million (46% of EMEA revenues).

North America’s operations include 143 branches in the U.S. and 51 branches in Canada. North America’s operations generated 2013 revenues
of $898 million, representing 23% of Brink’s consolidated revenues. Segment operating profit was $5 million or 2% of consolidated segment
operating profit.

Asia Pacific operates 95 branches in 9 countries and generated $145 million in revenues (4% of consolidated revenues) and $17 million in
segment operating profit (7% of consolidated segment operating profit) in 2013.

The majority of Brink’s consolidated revenues in 2013 was earned in 9 countries, each contributing in excess of $100 million. The 2013
revenues from these countries totaled $3.1 billion or 80% of consolidated revenues. These operations, in declining order of revenues, were the
U.S., France, Mexico, Venezuela, Brazil, Canada, Colombia, Argentina, and the Netherlands.

2013

% total

% change

2012

% total

% change

2011

% total

% change

(In millions)

Revenues by region:

Latin America:
Mexico
Venezuela
Brazil
Other
Total

EMEA
France
Other
Total

North America
U.S.
Canada
Total

Asia Pacific

450.4
447.1
392.0
431.2
1,720.7

542.5
635.8
1,178.3

707.5
190.9
898.4

144.8

11
11
10
11
44

14
16
30

18
5
23

6
31
1
2
9

1
8
5

-
2
1

424.0
342.6
388.3
424.5
1,579.4

535.5
590.4
1,125.9

706.7
186.6
893.3

136.4

11
9
10
11
42

14
16
30

19
5
24

2
27
-
9
8

415.2
269.2
386.8
389.5
1,460.7

(2)
(1)
(1)

(4)
(2)
(3)

545.2
597.8
1,143.0

733.5
189.9
923.4

135.8

11
7
11
11
40

15
16
31

20
5
25

3,735.0

100

3,662.9

100

fav
45
28
16
66

7
16
12

-
2
1

Total Revenues

3,942.2

100

Amounts may not add due to rounding.

Geographic financial information related to revenues and long-lived assets is included in the consolidated financial statements on page 82.

Services
Brink’s provides customized contractual services designed to meet the distinct needs of our customers. Revenues are generated from charges
per service performed or based on the value of goods transported. As a result, revenues are affected by the level of economic activity in various
markets as well as the volume of business for specific customers. Cash-in-transit (“CIT”) and ATM contracts usually cover an initial term of at
least one year and in many cases one to three years, and generally remain in effect thereafter until canceled by either party. Contracts for Cash
Management Services are typically longer. Costs are incurred when preparing to serve a new customer or to transition away from an existing
customer. Operating profit is generally stronger in the second half of the year, particularly in the fourth quarter, as economic activity is
typically stronger during this period. Following are descriptions of our diverse service offerings.

Core Services (55% of total revenues in 2013)
CIT and ATM Services are core services we provide to customers throughout the world. Core services generated approximately $2.2 billion of
revenues in 2013.

CIT Services – Serving customers since 1859, our success in CIT is driven by a combination of rigorous security practices, high-quality
customer service, risk management and logistics expertise. CIT Services generally include the secure transportation of:




cash between businesses and financial institutions such as banks and credit unions
cash, securities and other valuables between commercial banks, central banks and investment banking and brokerage firms
new currency, coins, bullion and precious metals for central banks and other customers

ATM Services – We provide customers who own and operate ATMs a variety of service options. We manage 88,800 ATMs worldwide.
 We provide basic ATM management services using our secure transportation network, including cash replenishment and first and

second line maintenance.

 We also provide premium service levels for Brink's Integrated Managed Services (“Brink’s IMS”) clients. Brink's IMS’ offerings
include cash replenishment, replenishment forecasting, cash optimization, ATM remote monitoring, service call dispatching,
transaction processing, installation services, and first and second line maintenance.

High-Value Services (37% of total revenues in 2013)
Our Core Services, combined with our brand and global infrastructure, provide a substantial platform from which we offer additional High-
Value Services. High-Value Services generated approximately $1.5 billion of revenues in 2013.

Global Services – Serving customers in more than 100 countries, Brink’s is a leading global provider of secure logistics for valuables
including diamonds, jewelry, precious metals, securities, currency, high-tech devices, electronics and pharmaceuticals. Our
comprehensive suite of services includes packing, pickup, secure storage, inventory management, customs clearance, consolidation and
secure transport and delivery through a combination of armored vehicles and secure air and sea transportation to leverage our extensive
global network. Our specialized diamond and jewelry operations have offices in the world’s major diamond and jewelry centers.

Cash Management Services – Brink’s offers a fully integrated approach to managing the supply chain of cash, from point-of-sale through
transport, vaulting, bank deposit and related credit. Cash Management Services include:
 money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.) and other cash management services




deploying and servicing “intelligent” safes and safe control devices, including our patented CompuSafe® service
integrated check and cash processing services (“Virtual Vault”)
check imaging services

Other cash management services include cashier balancing, counterfeit detection, account consolidation and electronic reporting. Retail
and bank customers use Brink’s to count and reconcile coins and currency, prepare bank deposit information and replenish coins and
currency in specific denominations.

Brink’s offers a variety of advanced technology applications, including online cash tracking, cash inventory management, check imaging
for real-time deposit processing, and a variety of other web-based tools that enable banks and other customers to reduce costs while
improving service to their customers.

Brink’s CompuSafe® service offers customers an integrated, closed-loop system for preventing theft and managing cash. We market
CompuSafe services to a variety of cash-intensive customers such as convenience stores, gas stations, restaurants, retail chains and
entertainment venues. Once the specialized safe is installed, the customer’s employees deposit currency into the safe’s cassettes, which
can only be removed by Brink’s personnel. Upon removal, the cassettes are securely transported to a vault for processing where contents
are verified and transferred for deposit. Our CompuSafe service features currency-recognition and counterfeit-detection technology,
multi-language touch screens and an electronic interface between the point-of-sale, back-office systems and external banks. Our
electronic reporting interface with external banks enables customers to receive same-day credit on their cash balances, even if the cash
remains on the customer’s premises.

Virtual Vault services combine CIT Services, Cash Management Services, vaulting and electronic reporting technologies to help banks
expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we process
deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment
orders and electronically transmit banking transactions.

We believe the quality and scope of our money processing and information systems differentiate our Cash Management Services from
competitive offerings.

Payment Services – We provide convenient payment services, including bill payment processing, mobile top-up, Brink’s Money™
prepaid cards, and the Brink’s Checkout service.

Bill payment processing services include bill payment acceptance and processing services on behalf of utility companies and other billers.
Consumers can pay bills, top-up prepaid mobile phones and manage accounts at Brink’s payment locations or locations that we operate
on behalf of utility companies and banks. This service is offered at over 20,000 locations in Brazil, Mexico, Colombia and Panama.

We offer Brink’s Money™ prepaid payroll cards to employers so that they can pay their employees electronically. Brink’s Money™
cards can be used at stores, restaurants and online retailers, provide access to cash at ATM’s worldwide, and are more efficient than
traditional paper paychecks. This product is targeted to the millions of unbanked and under-banked Americans looking for alternative
financial products.

In January 2014, we launched Brink’s Checkout, a payment processing service that enables merchants to sell online to global
markets. Brink’s Checkout is a turn‐key e‐commerce payments service that complies with Payment Card Industry (PCI) data security

standards and enables merchants to accept online credit card, debit card and PayPal™ payments. The system can be set up in minutes and
works across 196 countries, 26 different currencies, and 15 languages.

Commercial Security Systems –We provide commercial security system services in designated markets in Europe. Our security system
design and installation services include alarms, motion detectors, closed-circuit televisions, digital video recorders, and access control
systems, including card and biometric readers, electronic locks, and turnstiles. Monitoring services may also be provided after systems
have been installed.

Other Security Services (8% of total revenues in 2013)

Security and Guarding – We protect airports, offices, warehouses, stores, and public venues with or without electronic surveillance,
access control, fire prevention and highly trained patrolling personnel.

We offer security and guarding services in France, Luxembourg, Greece and Germany. A portion of this business involves long-term
contracts related primarily to security services at airports and embassies. Generally, guarding contracts are for a one-year period, and the
majority of contracts are extended.

Strategy
Our growth strategy is as follows:

 Maximize profits in developed markets

o
o

Invest in higher-margin solutions to shift revenue mix from Core Services to High-Value Services.
Invest in Brink’s Integrated Management Services, which provides cash supply chain solutions for our financial institution
customers. See page 2 for more detail.
o Reduce presence in underperforming markets.



Invest in emerging markets that meet internal metrics for projected growth, profitability and return on investment. Continue to
invest in Latin America to benefit from strong growth in the region.
Invest in adjacent security-related markets where we can create value for customers with our brand, security expertise, global
infrastructure and other competitive advantages.

o Examples include several new Payment Services businesses that provide services to consumers and small businesses.
o Explore the re-entry of the monitored home security and "smart home" industry. In 2008, we spun off our residential

security business, and we believe consumers continue to trust our brand and capabilities.

Our strategy to control costs is as follows:

 Global procurement – achieve cost synergies available to companies of Brink’s size and geographic scope.
 Centralize management and reduce costs of key functions, such as purchase and maintenance of our fleet, IT resources, travel

management, and back-office functions such as finance and human resources.

 Organizational structure – ensure appropriate spans of control and layers of management to promote an effective and non-

bureaucratic structure.

 Deliver on productivity investments and cost control efforts in the U.S.

Industry and Competition
Brink’s competes with large multinational, regional and smaller companies throughout the world. Our largest multinational competitors are
G4S plc (U.K.); Loomis AB (Sweden); Prosegur, Compania de Seguridad, S.A. (Spain); and Garda World Security Corporation (Canada).

We believe the primary factors in attracting and retaining customers are security expertise, service quality, and price. Our competitive
advantages include:










brand name recognition
reputation for a high level of service and security
risk management and logistics expertise
value-based solutions expertise
global infrastructure and customer base
proprietary cash processing and information systems
proven operational excellence
high-quality insurance coverage and financial strength

Our cost structure is generally competitive, although certain competitors may have lower costs due to a variety of factors, including lower
wages, less costly employee benefits, and less stringent security and service standards.

Although we face competitive pricing pressure in many markets, we resist competing on price alone. We believe our high levels of service and
security, as well as value-added solutions differentiate us from competitors.

The availability of high-quality and reliable insurance coverage is an important factor in our ability to attract and retain customers and manage
the risks inherent in our business. We purchase insurance coverage for losses in excess of what we consider to be prudent levels of self-
insurance. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and certain other exclusions typical in
such policies.

Insurance for security is provided by different groups of underwriters at negotiated rates and terms. Premiums fluctuate depending on market
conditions. The security loss experience of Brink’s and, to a limited extent, other armored carriers affects our premium rates.

Service Mark and Patents
BRINKS is a registered service mark in the U.S. and certain foreign countries. The BRINKS mark, name and related marks are of material
significance to our business. We own patents for safes and related services, including our integrated CompuSafe® service, which expire
between 2015 and 2027. These patents provide us with important advantages; however, we are not dependent on the existence of these patents.

We have licensed the Brink’s name to a limited number of companies, including a distributor of security products (padlocks, door hardware,
etc.) offered for sale to consumers through major retail chains.

Government Regulation
Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations, equipment and
financial responsibility. Intrastate operations in the U.S. are subject to state regulation. Operations outside of the United States are regulated to
varying degrees by the countries in which we operate.

Employee Relations
At December 31, 2013, our company had approximately 65,100 full-time and contract employees, including approximately 7,600 employees in
the United States (of whom approximately 950 were classified as part-time employees) and approximately 57,500 employees outside the United
States. At December 31, 2013, Brink’s was a party to twelve collective bargaining agreements in North America with various local unions
covering approximately 1,700 employees. The agreements have various expiration dates from 2014 to 2020. Outside of North America,
approximately 58% of employees are represented by trade union organizations. We believe our employee relations are satisfactory.

Acquisitions
Below is a summary of the significant businesses we acquired in the last three years. See note 6 to the consolidated financial statements for
more information on these acquisitions.

France. In January 2012, we acquired Kheops, SAS, a provider of logistics software and related services, for $17 million. This acquisition
gives us proprietary control of software used primarily in our CIT and Cash Management Services operations in France.

Brazil. In January 2013, we acquired Brazil-based Rede Transacoes Eletronicas Ltda. (“Rede Trel”) for $28 million. Rede Trel distributes
electronic prepaid products, including mobile phone airtime, via a network of approximately 20,000 retail locations across Brazil. Rede Trel’s
strong distribution network supplements Brink’s existing payments business, ePago, which has operations in Brazil, Mexico, Colombia and
Panama.

Discontinued Operations
Below is a summary of the significant businesses we disposed in the last three years. See note 18 to the consolidated financial statements for
more information on these dispositions. The results of these operations have been excluded from continuing operations and are reported as
discontinued operations for the current and prior periods. We continue to operate our Global Services business in each of these countries.

Cash-in-transit operations sold or shut down:

Poland (sold in March 2013)
Turkey (shut down in June 2013)



 Hungary (sold in September 2013)
 Germany (sold in December 2013)

Guarding operations sold:

 Morocco (December 2012)

France (January 2013)
 Germany (July 2013)

Other operations sold:

 We sold Threshold Financial Technologies, Inc. in Canada in November 2013. Threshold operated private-label ATM network and
payment processing businesses. Brink’s continues to own and operate Brink’s Integrated Managed Services for ATM customers.

 We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD had operations in China and other locations in Asia.

ICD designed and installed security systems for commercial customers.

Former Coal Businesses. We have significant liabilities related to benefit plans that pay medical costs for retirees of our former coal operations.
A portion of these liabilities has been funded. We expect to have ongoing expenses within continuing operations and future cash outflow for
these liabilities. See notes 3 and 18 to the consolidated financial statements for more information.

Available Information and Corporate Governance Documents
The following items are available free of charge on our website (www.brinks.com) as soon as reasonably possible after filing or furnishing them
with the Securities and Exchange Commission (the “SEC”):

 Annual reports on Form 10-K
 Quarterly reports on Form 10-Q
 Current reports on Form 8-K, and amendments to those reports

The following documents are also available free of charge on our website:

 Corporate governance policies
 Business Code of Ethics


The charters of the following committees of our Board of Directors (the “Board”): Audit and Ethics, Compensation and Benefits, and
Corporate Governance and Nominating

Printed versions of these items will be mailed free of charge to shareholders upon request. Such requests can be made by contacting the
Corporate Secretary at 1801 Bayberry Court, P. O. Box 18100, Richmond, Virginia 23226-8100.

ITEM 1A. RISK FACTORS

We operate in highly competitive industries.

We compete in industries that are subject to significant competition and pricing pressures in most markets. In addition, our business model
requires significant fixed costs associated with offering many of our services including costs to operate a fleet of armored vehicles and a
network of secure branches. Because we believe we have competitive advantages such as brand name recognition and a reputation for a high
level of service and security, we resist competing on price alone. However, continued pricing pressure from competitors or failure to achieve
pricing based on the competitive advantages identified above could result in lost volume of business and have an adverse effect on our
business, financial condition, results of operations and cash flows. In addition, given the highly competitive nature of our industries, it is
important to develop new solutions and product and service offerings to help retain and expand our customer base. Failure to develop, sell and
execute new solutions and offerings in a timely and efficient manner could also negatively affect our ability to retain our existing customer base
or pricing structure and have an adverse effect on our business, financial condition, results of operations and cash flows.

Decreased use of cash could have a negative impact on our business.

The proliferation of payment options other than cash, including credit cards, debit cards, stored-value cards, mobile payments and on-line
purchase activity, could result in a reduced need for cash in the marketplace and a decline in the need for physical bank branches and retail
stores. To mitigate this risk, we are developing new lines of business and investing in adjacent security-related markets, but there is a risk that
these initiatives may not offset the risks associated with our traditional cash-based business and that our business, financial condition, results of
operations and cash flows could be negatively impacted.

We have significant operations outside the United States.

We currently serve customers in more than 100 countries, including 43 countries where we operate subsidiaries. Eighty-two percent (82%) of
our revenue in 2013 came from operations outside the U.S. We expect revenue outside the U.S. to continue to represent a significant portion of
total revenue. Business operations outside the U.S. are subject to political, economic and other risks inherent in operating in foreign countries,
such as:



















the difficulty of enforcing agreements, collecting receivables and protecting assets through foreign legal systems;
trade protection measures and import or export licensing requirements;
difficulty in staffing and managing widespread operations;
required compliance with a variety of foreign laws and regulations;
enforcement of our global compliance program in foreign countries with a variety of laws, cultures and customs;
varying permitting and licensing requirements in different jurisdictions;
foreign ownership laws;
changes in the general political and economic conditions in the countries where we operate, particularly in emerging markets;
threat of nationalization and expropriation;
potential termination of the use of the euro and adoption of weaker new currencies as a result of the continued crisis in the Euro zone;
higher costs and risks of doing business in a number of foreign jurisdictions;
laws or other requirements and restrictions associated with organized labor;
limitations on the repatriation of earnings;
fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by
governments to devalue official currency exchange rates;
inflation levels exceeding that of the U.S; and
inability to collect for services provided to government entities.

We are exposed to certain risks when we operate in countries that have high levels of inflation, including the risk that:






the rate of price increases for services will not keep pace with the cost of inflation;
adverse economic conditions may discourage business growth which could affect demand for our services;
the devaluation of the currency may exceed the rate of inflation and reported U.S. dollar revenues and profits may decline; and
these countries may be deemed “highly inflationary” for U.S. generally accepted accounting principles (“GAAP”) purposes.

We manage these risks by monitoring current and anticipated political and economic developments, monitoring adherence to our global
compliance program and adjusting operations as appropriate. Changes in the political or economic environments of the countries in which we
operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The gap between the official exchange rate in Venezuela and the unofficial rate widened in 2013. We expect the gap to continue to widen
in the future. We use the official exchange rate to translate the income statements and balance sheets of our Venezuelan operations and
our consolidated results expressed in U.S. dollars would not be as favorable if we had used unofficial rates.

The unofficial currency exchange markets used to exchange Venezuelan bolivars to U.S. dollars report rates that are significantly less favorable
than the local official rate. At December 31, 2013, we held $93.8 million of cash and cash equivalents denominated in bolivars based on
current official exchange rates. The amount of cash reported in our consolidated balance sheet at the end of 2013 would have declined by $86
million had we used recent unofficial market rates instead of the official rate to remeasure the local currency. Similarly, our reported revenues
related to Venezuela would have declined by approximately $400 million.

Currency restrictions in Venezuela limit our ability to use earnings and cash flows outside of Venezuela and may negatively affect ongoing
operations in Venezuela.

Because most of our past requests to convert bolivars to dollars have not been approved and certain past processes to obtain dollars are no
longer available, we do not expect to be able to repatriate cash from Venezuela for the foreseeable future. Therefore, we do not expect to be
able to use cash held in Venezuela for any purpose outside of that country, including reducing our U.S. debt, funding growth or business
acquisitions or returning cash to shareholders.

We believe that currency exchange restrictions in Venezuela may disrupt the operation of our business in Venezuela because we may be unable
to pay for goods and services that are required to be paid in dollars. This could reduce our ability to provide services to our customers in
Venezuela, or could increase the cost of delivering the services, which would negatively affect our earnings and cash flows, and could result in
a loss of control, shutdown or loss of the business in Venezuela.

Currency restrictions in Argentina may require us to use more expensive methods to repatriate earnings.

The Argentinean government has, from time-to-time, imposed limits on the exchange of local pesos into U.S. dollars. As a result, we have
elected in the past and may elect in the future to repatriate cash from Argentina using alternative legal methods, which may result in less
favorable exchange rates. At December 31, 2013, our Argentinean operations held $10.9 million in Argentinean pesos.

Our growth strategy may not be successful.

One element of our growth strategy is to extend our brand, strengthen our brand portfolio and expand our geographic reach through
investments in adjacent security-related markets and selective acquisitions and divestitures. While we may identify opportunities for
investments to support our growth strategy as well as acquisition and divestiture opportunities, our due diligence examinations and positions
that we may take with respect to appropriate valuations for acquisitions and divestitures and other transaction terms and conditions may hinder
our ability to successfully complete business transactions to achieve our strategic goals. In addition we may fail to achieve strategic objectives
and anticipated revenue and segment operating profit improvements. There can be no assurance that:

 we will identify and be successful in pursuing investment opportunities,
 we will be able to acquire attractive businesses on favorable terms,



all future acquisitions will be accretive to earnings, or
future acquisitions will be rapidly and efficiently integrated into existing operations.

We may be unable to achieve, or may be delayed in achieving, our cost control initiatives.

We have launched a number of cost control initiatives to improve operating efficiencies and reduce operating costs. Although we have
achieved annual cost savings associated with these initiatives, we may be unable to sustain the cost savings that we have achieved. In addition,
if we are unable to achieve, or have any unexpected delays in achieving, additional cost savings, our results of operations and cash flow may be
adversely affected. Even if we meet our goals as a result of these initiatives, we may not receive the expected financial benefits of these
initiatives.

We may not realize the expected benefits of strategic acquisitions because of integration difficulties and other challenges, which may
adversely affect our financial condition, results of operations or cash flows.

Our ability to realize the anticipated benefits from recent acquisitions will depend, in part, on successfully integrating each business with our
company as well as improving operating performance and profitability through our management efforts and capital investments. The risks to a
successful integration and improvement of operating performance and profitability include, among others, failure to implement our business
plan, unanticipated issues in integrating operations with ours, unanticipated changes in laws and regulations, labor unrest resulting from union

operations, regulatory, environmental and permitting issues, the effect on our internal controls and compliance with the regulatory requirements
under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying and evaluating potential liabilities, risks and operating issues. The
occurrence of any of these events may adversely affect our expected benefits of the recent acquisitions and may have a material adverse effect
on our financial condition, results of operations or cash flows.

We have significant deferred tax assets in the United States that may not be realized.

Deferred tax assets are future tax deductions that result primarily from net operating losses and the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial statement and income tax purposes. We have $242 million of U.S. deferred
tax assets recorded at the end of 2013 primarily related to our retirement plan obligations. These future tax deductions may not be realized if
our expectations of future margin improvements of our U.S. business are not attained. Consequently, not realizing our U.S. deferred tax assets
may significantly and materially affect our financial condition, results of operations and cash flows.

Restructuring charges may be required in the future.

There is a possibility we will take restructuring actions in one or more of our markets in the future to reduce expenses if a major customer is
lost, if recurring operating losses continue, or if one of the risks described above in connection with our foreign operations materializes. These
actions could result in significant restructuring charges at these subsidiaries, including recognizing impairment charges to write down assets,
and recording accruals for employee severance and operating leases. These charges, if required, could significantly and materially affect
results of operations and cash flows.

We have significant retirement obligations. Poor investment performance of retirement plan holdings and / or lower interest rates used to
discount the obligations could unfavorably affect our liquidity and results of operations.

We have substantial pension and retiree medical obligations, a portion of which have been funded. The amount of these obligations is
significantly affected by factors that are not in our control, including interest rates used to determine the present value of future payment
streams, investment returns, medical inflation rates, participation rates and changes in laws and regulations. The funded status of the primary
U.S. pension plan was approximately 88% as of December 31, 2013. Based on actuarial assumptions at the end of 2013, we expect that we will
be required to make contributions totaling $110 million to the plan over the next five years. This could adversely affect our liquidity and our
ability to use our resources to make acquisitions and to otherwise grow our business.

We have $589 million of actuarial losses recorded in accumulated other comprehensive income (loss) at the end of 2013. These losses relate to
changes in actuarial assumptions that have increased the net liability for benefit plans. These losses have not been recognized in earnings.
These losses will be recognized in earnings in future periods to the extent they are not offset by future actuarial gains. Our projections of future
cash requirements and expenses for these plans could be adversely affected if our retirement plans have additional actuarial losses.

Our earnings and cash flow could be materially affected by increased losses of customer valuables.

We purchase insurance coverage for losses of customer valuables for amounts in excess of what we consider prudent deductibles and/or
retentions. Insurance is provided by different groups of underwriters at negotiated rates and terms. Coverage is available to us in major
insurance markets, although premiums charged are subject to fluctuations depending on market conditions. Our loss experience and that of
other companies in our industry affects premium rates. We are not insured for losses below our coverage limits and recognize expense up to
these limits for actual losses. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and various other
exclusions typical for such policies. The availability of high-quality and reliable insurance coverage is an important factor in obtaining and
retaining customers and managing the risks of our business. If our losses increase, or if we are unable to obtain adequate insurance coverage at
reasonable rates, our financial condition, results of operations and cash flows could be materially and adversely affected.

We have risks associated with confidential individual information.

In the normal course of business, we collect, process and retain sensitive and confidential information about individuals. Despite the security
measures we have in place, our facilities and systems, and those of third-party service providers and business partners, could be vulnerable to
security breaches (including cybersecurity breaches), acts of vandalism, computer viruses, misplaced or lost data, programming or human
errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential
information, whether by us or by third-party service providers, could damage our reputation, expose us to the risks of litigation and liability,
disrupt our business or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Negative publicity to our name or brand could lead to a loss of revenue or profitability.

We are in the security business and our success and longevity are based to a large extent on our reputation for trust and integrity. Our
reputation or brand, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual
breaches in our ability to conduct our business ethically, securely and responsibly. Any damage to our brand could have a material adverse
effect on our business, financial condition, results of operations and cash flows.

Failures of our IT system could have a material adverse effect on our business.

We are heavily dependent on our information technology (IT) infrastructure. Significant problems with our infrastructure, such as telephone or
IT system failure, cybersecurity breaches, or failure to develop new technology platforms to support new initiatives and product and service
offerings, could halt or delay our ability to service our customers, hinder our ability to conduct and expand our business and require significant
remediation costs. In addition, we continue to evaluate and implement upgrades to our IT systems. We are aware of inherent risks associated
with replacing these systems, including accurately capturing data and system disruptions, and believe we are taking appropriate action to
mitigate these risks through testing, training, and staging implementation. However, there can be no assurances that we will successfully
launch these systems as planned or that they will occur without disruptions to our operations. Any of these events could have a material adverse
effect on our business, financial condition, results of operations and cash flows.

We operate in regulated industries.

Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations and equipment and
financial responsibility. Intrastate operations in the U.S. are subject to regulation by state regulatory authorities and interprovincial operations
in Canada are subject to regulation by Canadian and provincial regulatory authorities. Our international operations are regulated to varying
degrees by the countries in which we operate. Many countries have permit requirements for security services and prohibit foreign companies
from providing different types of security services.

Changes in laws or regulations could require a change in the way we operate, which could increase costs or otherwise disrupt operations. In
addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and
licenses. If laws and regulations were to change or we failed to comply, our business, financial condition, results of operations and cash flows
could be materially and adversely affected.

Our inability to access capital or significant increases in our cost of capital could adversely affect our business.

Our ability to obtain adequate and cost-effective financing depends on our credit ratings as well as the liquidity of financial markets. A
negative change in our ratings outlook or any downgrade in our current investment-grade credit ratings by the rating agencies could adversely
affect our cost and/or access to sources of liquidity and capital. Additionally, such a downgrade could increase the costs of borrowing under
available credit lines. Disruptions in the capital and credit markets could adversely affect our ability to access short-term and long-term capital.
Our access to funds under short-term credit facilities is dependent on the ability of the participating banks to meet their funding commitments.
Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity. Longer disruptions in the
capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial
institutions could adversely affect our access to capital needed for our business.

We have retained obligations from the sale of BAX Global.

In January 2006 we sold BAX Global (the Company’s former international freight forwarding and logistics operations). We retained some of
the obligations related to these operations, primarily for taxes owed prior to the date of sale. In addition, we provided indemnification
customary for these sorts of transactions. Future unfavorable developments related to these matters could require us to record additional
expenses or make cash payments in excess of recorded liabilities. The occurrence of these events could have a material adverse effect on our
financial condition, results of operations and cash flows.

We are subject to covenants for our credit facilities and for our unsecured notes.

Our credit facilities as well as our unsecured notes are subject to financial covenants, including a limit on the ratio of debt to earnings before
interest, taxes, depreciation, and amortization, limits on the ability to pledge assets, limits on the total amount of indebtedness we can incur,
limits on the use of proceeds of asset sales and minimum coverage of interest costs. Although we believe none of these covenants are presently
restrictive to operations, the ability to meet the financial covenants can be affected by changes in our results of operations or financial
condition. We cannot provide assurance that we will meet these covenants. A breach of any of these covenants could result in a default under
existing credit facilities. Upon the occurrence of an event of default under any of our credit facilities, the lenders could cause amounts

outstanding to be immediately payable and terminate all commitments to extend further credit. The occurrence of these events would have a
significant effect on our liquidity and cash flows.

Our effective income tax rate could change.

We serve customers in more than 100 countries, including 43 countries where we operate subsidiaries, all of which have different income tax
laws and associated income tax rates. Our effective income tax rate can be significantly affected by changes in the mix of pretax earnings by
country and the related income tax rates in those countries. In addition, our effective income tax rate is significantly affected by the ability to
realize deferred tax assets, including those associated with net operating losses. Changes in income tax laws, income apportionment, or
estimates of the ability to realize deferred tax assets, could significantly affect our effective income tax rate, financial position and results of
operations. We are subject to the regular examination of our income tax returns by various tax authorities. We regularly assess the likelihood
of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance that the
outcomes from these examinations will not have a material adverse effect on our business.

We have certain environmental and other exposures related to our former coal operations.

We may incur future environmental and other liabilities in connection with our former coal operations, which could materially and adversely
affect our financial condition, results of operations and cash flows.

We may be exposed to certain regulatory and financial risks related to climate change.

Growing concerns about climate change may result in the imposition of additional environmental regulations to which we are subject. Some
form of federal regulation may be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or "cap and trade"
legislation. The outcome of this legislation may result in new regulation, additional charges to fund energy efficiency activities or other
regulatory actions. Compliance with these actions could result in the creation of additional costs to us, including, among other things,
increased fuel prices or additional taxes or emission allowances. We may not be able to recover the cost of compliance with new or more
stringent environmental laws and regulations from our customers, which could adversely affect our business. Furthermore, the potential effects
of climate change and related regulation on our customers are highly uncertain and may adversely affect our operations.

Forward-Looking Statements
This document contains both historical and forward-looking information. Words such as “anticipates,” “assumes,” “estimates,” “expects,”
“projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” “may,” “should” and similar expressions may identify forward-looking
information. Forward-looking information in this document includes, but is not limited to, statements regarding future performance of The
Brink’s Company and its global operations, including organic revenue growth and segment operating profit margin in 2014, the repatriation of
cash from our Venezuelan and Argentinean operations, the anticipated financial effect of pending litigation, revenue and depreciation, profit
growth and expected margins in the Company’s operating segments, the acquisition of new vehicles in the United States with capital leases,
interest expense and rental expense related to the U.S. fleet, expected non-segment income and expenses, 2014 projected interest expense and
interest and other income, the realization of deferred tax assets, our anticipated effective tax rate for 2014 and our tax position, the reinvestment
of earnings on operations outside the United States, net income attributable to noncontrolling interests, expected earnings in Venezuela,
projected currency impact on revenue, capital expenditures, capital leases and depreciation and amortization, the funding of future acquisitions
and pension obligations, the ability to meet liquidity needs, future payment of bonds issued by the Peninsula Ports Authority of Virginia,
expenses and payouts for the U.S. retirement plans and the non-U.S. pension plans and the expected long-term rate of return and funded status
of the primary U.S. pension plan, expected liability for and future contributions to the UMWA plans, liability for black lung obligations, the
projected impact of future excise tax on the UMWA plans, our ability to obtain U.S. dollars to operate our business in Venezuela, future
devaluation in Venezuela, the effect of accounting rule changes, the performance of counterparties to hedging agreements, the recognition of
unrecognized tax positions, future amortizations into net periodic pension and post-retirement cost, the deductibility of goodwill, projected
minimum repayments of long-term debt, the replacement of operating leases, future minimum lease payments, and the recognition of costs
related to equity awards. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and
contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those
that are anticipated.

These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:




































continuing market volatility and commodity price fluctuations and their impact on the demand for our services;
our ability to continue profit growth in Latin America;
our ability to maintain or improve volumes at favorable pricing levels and increase cost efficiencies in the United States and Europe;
investments in information technology and value-added services and their impact on revenue and profit growth;
our ability to develop and implement solutions for our customers and gain market acceptance of those solutions;
our ability to maintain an effective IT infrastructure and safeguard confidential information;
risks customarily associated with operating in foreign countries including changing labor and economic conditions, currency
devaluations, safety and security issues, political instability, restrictions on repatriation of earnings and capital, nationalization,
expropriation and other forms of restrictive government actions;
the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
the stability of the Venezuelan economy, changes in Venezuelan policy regarding foreign-owned businesses;
changes in currency restrictions and in official and unofficial foreign exchange rates;
fluctuations in value of the Venezuelan bolivar;
regulatory and labor issues in many of our global operations, including negotiations with organized labor and the possibility of work
stoppages;
our ability to identify and execute further cost and operational improvements and efficiencies in our core businesses;
our ability to integrate successfully recently acquired companies and improve their operating profit margins;
costs related to dispositions and market exits;
our ability to identify evaluate and pursue acquisitions and other strategic opportunities including those in the home security industry
and in emerging markets;
the willingness of our customers to absorb fuel surcharges and other future price increases;
the impact of turnaround actions responding to current conditions in Europe and North America and our productivity and cost control
efforts in those regions;
our ability to obtain necessary information technology and other services at favorable pricing levels from third party service
providers;
variations in costs or expenses and performance delays of any public or private sector supplier, service provider or customer;
our ability to obtain appropriate insurance coverage, positions taken by insurers with respect to claims made and the financial
condition of insurers, safety and security performance, our loss experience, changes in insurance costs;
security threats worldwide and losses of customer valuables;
costs associated with the purchase and implementation of cash processing and security equipment;
employee and environmental liabilities in connection with our former coal operations, black lung claims incidence;
the impact of the Patient Protection and Affordable Care Act on black lung liability and the Company's ongoing operations;
changes to estimated liabilities and assets in actuarial assumptions due to payments made, investment returns, interest rates and
annual actuarial revaluations, the funding requirements, accounting treatment, investment performance and costs and expenses of our
pension plans, the VEBA and other employee benefits, mandatory or voluntary pension plan contributions;
the nature of our hedging relationships;









changes in estimates and assumptions underlying our critical accounting policies;
our ability to realize deferred tax assets;
the outcome of pending and future claims, litigation, and administrative proceedings;
public perception of the Company’s business and reputation;
access to the capital and credit markets;
seasonality, pricing and other competitive industry factors; and
the promulgation and adoption of new accounting standards and interpretations, new government regulations and interpretations of
existing regulations.

The information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no
obligation to update any information contained in this document.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We have property and equipment in locations throughout the world. Branch facilities generally have office space to support operations, a vault
to securely process and store valuables and a garage to house armored vehicles and serve as a vehicle terminal. Many branches have additional
space to repair and maintain vehicles.

We own or lease armored vehicles, panel trucks and other vehicles that are primarily service vehicles. Our armored vehicles are of
bullet-resistant construction and are specially designed and equipped to provide security for the crew and cargo.

The following table discloses leased and owned facilities and vehicles for Brink’s most significant operations as of December 31, 2013.

Region

U.S.
Canada
Latin America
EMEA
Asia Pacific
Total

Leased

Facilities
Owned

Total

Leased

Vehicles
Owned

131
38
373
210
97
849

26
14
121
37
-
198

157
52
494
247
97

1,047

1,920
480
593
580
6
3,579

183
14
5,701
2,556
638
9,092

Total

2,103
494
6,294
3,136
644
12,671

As of December 31, 2013, we had approximately 19,100 units for our CompuSafe® service installed worldwide, of which approximately
15,400 units were located in the U.S.

ITEM 3. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see note 22 to the consolidated financial statements, “Other Commitments and Contingencies,” in Part II,
Item 8 of this 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Executive Officers of the Registrant

The following is a list as of February 21, 2014, of the names and ages of the executive officers of The Company indicating the principal
positions and offices held by each. There are no family relationships among any of the officers named.

Name

Age

Positions and Offices Held

Held Since

Thomas C. Schievelbein
Joseph W. Dziedzic
McAlister C. Marshall, II
Darren M. McCue
Matthew A. P. Schumacher
Holly R. Tyson
Patricia A. Watson

60 Chairman, President and Chief Executive Officer
45 Vice President and Chief Financial Officer
44 Vice President and General Counsel
40 Vice President and Chief Commercial Strategy Officer
55 Controller
42 Vice President and Chief Human Resources Officer
47 Vice President and Chief Information Officer

2012
2009
2008
2013
2001
2012
2013

Executive and other officers of the Company are elected annually and serve at the pleasure of the Board.

Mr. Schievelbein is the Chairman, President and Chief Executive Officer of the Company and has held that position since June 2012, prior to
which he served as the interim President and Chief Executive Officer of the Company from December 2011 to June 2012 and the interim
Executive Chairman of the Company from November 2011 to December 2011. He has also served as a director of the Company since March
2009. He was President of Northrop Grumman Newport News, a subsidiary of the Northrop Grumman Corporation, a global defense company,
from November 2001 until November 2004, and was a business consultant from November 2004 to November 2011. Mr. Schievelbein
currently also serves as a director of Huntington Ingalls Industries, Inc. and New York Life Insurance Company.

Mr. Dziedzic is the Vice President and Chief Financial Officer of the Company. Mr. Dziedzic was hired in May 2009 and appointed to this
position in August 2009. Before joining the Company, Mr. Dziedzic was Chief Financial Officer at GE Aviation Services, a producer, seller
and servicer of jet engines, turboprop and turbo shaft engines and related replacement parts, from March 2006 to May 2009.

Mr. Marshall was appointed Vice President and General Counsel of the Company in September 2008. He also previously held the office of
Secretary from September 2008 to July 2009 and from June 2012 to November 2013.

Mr. McCue is the Vice President and Chief Commercial Strategy Officer of the Company. Mr. McCue joined the Company and was appointed
to this position in February 2013. Before joining the Company, Mr. McCue was Executive Vice President of Strategy and Business
Development for Consumer Financial Solutions at Aetna Inc. from 2011 to 2013. He also served as Executive Vice President of Strategy and
Product Development for PayFlex Systems USA, Inc. from 2007 until the company was acquired by Aetna in 2011.

Mr. Schumacher has served in his present position for more than the past five years.

Ms. Tyson is the Vice President and Chief Human Resources Officer of the Company. Ms. Tyson was hired in August 2012 and appointed to
this position in September 2012. Before joining the Company, Ms. Tyson was with Bristol-Myers Squibb Company, a global
biopharmaceutical company, where she was Vice President U.S. Pharmaceuticals Human Resources from 2010 to 2012, Executive Director
World Wide Pharmaceuticals Talent & U.S. Pharmaceutical Sales Learning from 2009 to 2010, Senior Director Human Resources & U.S.
Pharmaceuticals Sales Learning from 2008 to 2009.

Ms. Watson is Vice President and Chief Information Officer of the Company. Ms. Watson joined the Company in January 2013 and was
appointed to this position in February 2013. Prior to joining the Company, Ms. Watson was Senior Technology Executive with Bank of
America’s Treasury, Credit and Payments division from 2007 to 2012.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the New York Stock Exchange under the symbol “BCO.” As of February 18, 2014, there were 1,641
shareholders of record of common stock.

The dividends declared and the high and low prices of our common stock for each full quarterly period within the last two years are as
follows:

1st

2013 Quarters
3rd
2nd

4th

1st

2012 Quarters
2nd

3rd

4th

Dividends declared per common share
Stock prices:
High
Low

0.1000

$ 0.1000

0.1000

30.75
25.90

28.36
24.07

28.76
25.41

34.76
26.58

$ 29.64
23.39

26.73
20.91

25.82
21.70

29.87
24.67

See note 17 to the consolidated financial statements for a description of limitations of our ability to pay dividends in the future.

On March 6, 2012, the Company made a contribution of 361,446 shares of the Company’s common stock (the “Shares”) to The Brink’s
Company Pension-Retirement Plan Trust (the “Trust”) created under The Brink’s Company Pension-Retirement Plan (the “Plan”) in
consideration for a credit against the Company’s funding obligations to the Plan. The Shares were valued for purposes of the contribution at
$24.90 per share, or $9.0 million in the aggregate. The Shares were contributed to the Trust in a private placement transaction made in reliance
upon the exemption from registration provided by Section 4(2) of the Securities Act of 1922, as amended.

The following graph compares the cumulative 5-year total return provided to shareholders of The Brink’s Company’s common stock compared
to the cumulative total returns of the S&P Midcap 400 index and the S&P Midcap 400 Commercial Services & Supplies Index. The graph
tracks the performance of a $100 investment in our common stock and in each index from December 31, 2008, through December 31, 2013.
The performance of The Brink’s Company’s common stock assumes that the shareholder reinvested all dividends received during the period.

Comparison of 5 Year Cumulative Total Return*
Assumes Initial Investment of $100
December 2013

300.00

250.00

200.00

150.00

100.00

50.00

0.00

2008

2009

2010

2011

2012

2013

The Brink's Company
S&P Midcap 400
S&P Midcap 400 Commercial Services & Supplies

*$100 invested on 12/31/08 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Source: Zacks Investment Research, Inc.

Comparison of Five-Year Cumulative Total Return Among
Brink’s Common Stock, the S&P MidCap 400 Index and
the S&P Midcap 400 Commercial Services & Supplies Index(a)

2008

2009

2010

2011

2012

2013

Years Ended December 31,

The Brink's Company
S&P Midcap 400 Index
S&P Midcap 400 Commercial Services & Supplies Index
Copyright© 2014, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.

100.00
100.00
100.00

91.90
137.38
120.33

103.26
173.98
146.78

104.75
170.96
159.85

112.95
201.53
187.08

137.04
269.04
258.89

(a) For the line designated as “The Brink’s Company” the graph depicts the cumulative return on $100 invested in The Brink’s Company’s common
stock. For the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies Index, cumulative returns are measured on an
annual basis for the periods from December 31, 2008, through December 31, 2013, with the value of each index set to $100 on December 31, 2008.
Total return assumes reinvestment of dividends. We chose the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies
Index because we are included in these indices, which broadly measure the performance of mid-size companies in the United States market.

ITEM 6. SELECTED FINANCIAL DATA

Five Years in Review

(In millions, except for per share amounts)

2013

2012

2011

2010

2009

GAAP Basis

Revenues and Operating Profit
Revenues
Segment operating profit
Non-segment income (expense)
Operating profit

Income attributable to Brink’s:
Income from continuing operations
Loss income from discontinued operations(a)
Net income attributable to Brink’s

Financial Position
Property and equipment, net
Total assets
Long-term debt, less current maturities
Brink’s shareholders’ equity

Supplemental Information
Depreciation and amortization
Capital expenditures

Earnings per share attributable to Brink’s common shareholders
Basic:

Continuing operations
Discontinued operations(a)
Net income

Diluted:

Continuing operations
Discontinued operations(a)
Net income

Cash dividends

Weighted-average Shares
Basic
Diluted

$
$

3,942.2
252.8
(81.1)
171.7

71.9
(15.1)
56.8

758.7
2,498.0
330.5
693.9

3,735.0
263.9
(88.9)
175.0

111.2
(22.3)
88.9

793.8
2,553.9
335.6
501.8

3,662.9
262.3
(59.8)
202.5

100.3
(25.8)
74.5

749.2
2,406.2
335.3
408.0

2,925.3
244.6
(62.6)
182.0

87.1
(30.0)
57.1

698.9
2,270.5
323.7
516.2

2,959.3
237.3
(46.6)
190.7

220.1
(19.9)
200.2

549.5
1,879.8
172.3
534.9

173.6
177.7

155.7
177.9

148.1
183.7

123.9
135.7

122.3
160.4

1.48
(0.31)
1.17

1.47
(0.31)
1.16

2.30
(0.46)
1.84

2.29
(0.46)
1.83

2.10
(0.54)
1.56

2.09
(0.54)
1.55

1.81
(0.62)
1.18

1.80
(0.62)
1.18

4.65
(0.42)
4.23

4.63
(0.42)
4.21

0.4000

48.7
49.0

48.4
48.6

47.8
48.1

48.2
48.4

47.2
47.5

(a) Loss from discontinued operations reflects the operations and gains and losses, if any, on disposal of ICD Limited and affiliated subsidiaries, Threshold

Financial Technologies Inc., cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding operations in France, Morocco,
and Germany. Expenses related to retained retirement obligations are recorded as a component of continuing operations after the respective disposal
dates. Adjustments to contingent liabilities are recorded within discontinued operations.

(In millions, except for per share amounts)

2013

2012

2011

2010

2009

Non-GAAP Basis*

Revenues
Segment operating profit
Non-segment income (expense)
Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

*Reconciliations to GAAP results are found beginning on page 40.

3,942.2
283.4
(42.6)
240.8

3,735.0
268.1
(42.3)
225.8

3,662.9
267.6
(40.6)
227.0

2,925.3
246.8
(36.2)
210.6

2,721.4
196.8
(34.7)
162.1

115.9
2.37

112.7
2.32

112.5
2.34

118.9
2.46

91.1
1.92

$
$

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE BRINK’S COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

TABLE OF CONTENTS

Page

OPERATIONS .................................................................................................................................................................... 20

RESULTS OF OPERATIONS
Consolidated Review ........................................................................................................................................................ 24
Segment Operating Results ............................................................................................................................................... 27
Non-segment Income and Expense ................................................................................................................................... 33
Other Operating Income and Expense ............................................................................................................................... 34
Nonoperating Income and Expense ................................................................................................................................... 35
Income Taxes .................................................................................................................................................................... 36
Noncontrolling Interests .................................................................................................................................................... 37
Loss from Discontinued Operations .................................................................................................................................. 38
Outlook ............................................................................................................................................................................. 39
Non-GAAP Results – Reconciled to Amounts Reported under GAAP ............................................................................ 40
Foreign Operations ............................................................................................................................................................ 47

LIQUIDITY AND CAPITAL RESOURCES
Overview ........................................................................................................................................................................... 48
Operating Activities .......................................................................................................................................................... 48
Investing Activities ........................................................................................................................................................... 49
Financing Activities .......................................................................................................................................................... 51
Capitalization .................................................................................................................................................................... 51
Off Balance Sheet Arrangements ...................................................................................................................................... 54
Contractual Obligations .................................................................................................................................................... 55
Contingent Matters ............................................................................................................................................................ 58

APPLICATION OF CRITICAL ACCOUNTING POLICIES
Deferred Tax Asset Valuation Allowance ......................................................................................................................... 59
Goodwill, Other Intangible Assets and Property and Equipment Valuations .................................................................... 60
Retirement and Postemployment Benefit Obligations ....................................................................................................... 61
Foreign Currency Translation ............................................................................................................................................ 65

OPERATIONS

The Brink’s Company

The Brink’s Company offers transportation and logistics management services for cash and valuables throughout the world. These services
include:

 Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
 ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
 Global Services* – secure international transportation of valuables
 Cash Management Services*

Safe and safe control device installation and servicing (including our patented CompuSafe® service)

o Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
o
o Check and cash processing services for banking customers (“Virtual Vault Services”)
o Check imaging services for banking customers



Payment Services* – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or
Brink’s – operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout e-commerce
online payment services
Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic
surveillance, access control, fire prevention and highly trained patrolling personnel

* We consider these to be High-Value Services as described in more detail on page 3.

Executive Summary

Non-GAAP Financial Measures
We provide an analysis of our operations below on both a generally accepted accounting principles (“GAAP”) and non-GAAP basis. The
purpose of the non-GAAP information is to report our financial information as follows:

excluding retirement expenses related to frozen retirement plans and retirement plans from former operations


 without certain income and expense items in 2011, 2012 and 2013


after adjusting tax expense for certain items

The non-GAAP financial measures are intended to provide information to assist comparability and estimates of future performance. The
adjustments are described in detail and are reconciled to our GAAP results on pages 40–46.

2013 versus 2012

GAAP
In 2013, our revenues increased $207.2 million or 6% and operating profit decreased $3.3 million or 2%. Revenues increased primarily due to
organic growth in Latin America, partially offset by unfavorable changes in currency exchange rates. Operating profit decreased primarily due
to the negative impact of changes in currency exchange rates ($36.1 million) and an organic profit decrease in North America ($26.8 million),
partially offset by organic profit improvement in Latin America ($50.6 million) and a decrease in non-segment expenses ($7.8 million).

Income from continuing operations attributable to Brink’s shareholders in 2013 decreased 35% compared to 2012 primarily due to higher tax
expense ($24.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy in 2012,
lower interest and other non-operating income ($5.6 million), and higher income attributable to noncontrolling interests ($3.5 million), in
addition to the operating profit decrease mentioned above.

Earnings per share from continuing operations was $1.47, down from $2.29 in 2012.

Non-GAAP
The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.

Operating profit increased $15.0 million in 2013 primarily due to organic growth in our Latin America segment ($60.3 million), partially offset
by an organic decrease in North America ($24.0 million) and the negative impact of changes in currency exchange rates ($22.7 million).

Income from continuing operations attributable to Brink’s shareholders in 2013 increased 3% primarily due to the operating profit increase
mentioned above and lower tax expense ($3.5 million), partially offset by higher income attributable to noncontrolling interests ($10.1 million).

Earnings per share from continuing operations was $2.37, up from $2.32 in 2012.

2012 versus 2011

GAAP
In 2012, our revenues increased $72.1 million or 2% and operating profit decreased $27.5 million or 14% from 2011. Revenues increased due
to organic growth in our Latin America and EMEA segments, partially offset by unfavorable changes in currency exchange rates and an
organic decrease in our North America segment. Operating profit decreased primarily due to increased U.S. retirement plan expenses ($28.2
million), the negative impact of changes in currency exchange rates ($15.2 million) and a gain recognized in 2011 on the sale of the U.S.
Document Destruction business ($6.7 million), partially offset by organic profit improvement in our EMEA segment ($21.7 million) and a gain
on the sale of real estate in Venezuela ($7.2 million).

Income from continuing operations attributable to Brink’s shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax
expense ($36.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy, and lower
income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Earnings per share from continuing operations was $2.29, up from $2.09 in 2011.

Non-GAAP
The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.

Our operating profit decreased $1.2 million in 2012. Operating profit decreased primarily due to the negative impact of changes in currency
exchange rates ($15.2 million) and lower results in our Latin America ($8.0 million) and Asia Pacific ($6.0 million) segments on an organic
basis, partially offset by organic improvement in our EMEA ($21.7 million) and North American ($7.1 million) segments.

Income from continuing operations attributable to Brink’s shareholders in 2012 was flat versus 2011 as lower income attributable to
noncontrolling interests ($4.1 million) was offset by higher tax expense ($3.0 million) and the lower operating profit mentioned above.

Earnings per share from continuing operations was $2.32, down from $2.34 in 2011.

Outlook
See page 39 for a summary of our 2014 Outlook.

GAAP
Overall
Our organic revenue growth rate for 2014 is expected to be in the 5% to 8% range, and our estimate of the negative impact of changes in
currency exchange rates on revenue is in the 3% to 5% range. Our operating segment margin is expected to be about 6.8%.

By Segment
Latin America organic revenue growth rate for 2014 is expected to be in the 12% to 14% range, and our estimate of the negative impact of
changes in currency exchange rates on Latin America revenue is in the 6% to 8% range. Our Latin America segment margin is expected to be
in the 7.5% to 9.5% range.

EMEA organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, and our estimate of the negative impact of changes in
currency exchange rates on EMEA revenue is in the 1% to 3% range. Our EMEA segment margin is expected to be in the 6% to 8% range.

North America organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, with no impact of changes in currency exchange
rates. Our North America segment margin is expected to be in the 1.5% to 2.5% range for 2014. We expect the North American margin to
improve in 2014 and 2015, and we have a goal to reach 7% in 2016.

Asia Pacific organic revenue growth rate for 2014 is expected to be in the 5% to 7% range, and our estimate of the negative impact of changes
in currency exchange rates on Asia Pacific revenue is in the 1% to 3% range. Our Asia Pacific segment margin is expected to be in the 9.5% to
11.5% range.

Non-GAAP
Overall
Our outlook for non-GAAP revenues is the same as our outlook for GAAP revenues. Our outlook for non-GAAP operating segment margin is
expected to be about 7%.

By Segment
Our outlook for non-GAAP segment margin is the same as our outlook for GAAP segment margin for all segments except for North
America. North America non-GAAP segment margin excludes the cost of U.S. retirement plans and is expected to be in the 2.5% to 3.5%
range.

Performing Branches in U.S.
Performing branches is an internal profitability metric we use to measure our U.S. operations. We considered 45% of our branches to be
performing branches in the U.S. at the end of 2013. Our goal is to increase performing branches to 75% by the end of 2016.

Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of: acquisitions
and dispositions, changes in currency exchange rates (as described on page 27) and the remeasurement of net monetary assets in Venezuela
under highly inflationary accounting.

Business and Strategy Overview
We have four geographic operating segments:

Latin America
Europe, Middle East, and Africa (“EMEA”)



 North America (U.S. and Canada)
 Asia Pacific

We believe that Brink’s has significant competitive advantages including:

reputation for a high level of service and security
risk management and logistics expertise

 brand name recognition


 value-based solutions expertise
 global infrastructure and customer base
 proprietary cash processing and information systems
 proven operational excellence
 high-quality insurance coverage and general financial strength

We focus our time and resources on service quality, protecting and strengthening our brand, and addressing our risks. Our marketing and sales
efforts are enhanced by the “Brink’s” brand, so we seek to protect and build its value. Because our services focus on handling, transporting,
protecting and managing valuables, we strive to understand and manage risk. Overlaying our approach is an understanding that we must be
disciplined and patient enough to charge prices that reflect the value provided, the risk assumed and the need for an adequate return for our
investors.

Because of our emphasis on managing risks while providing a high level of service, we focus our marketing and selling efforts on customers
who appreciate the value and breadth of our services, information and risk management capabilities, and financial strength.

In order to earn an adequate return on capital, we focus on the effective and efficient use of resources as well as appropriate pricing levels. We
attempt to maximize the amount of business that flows through our branches, vehicles and systems in order to obtain the lowest costs possible
without compromising safety, security or service.

Business environments around the world change constantly. We must adapt to changes in competitive landscapes, regional economies and
each customer’s level of business.

The industries we serve have been consolidating. As a result, the demands and expectations of customers in these industries have grown.
Customers are increasingly seeking suppliers, such as Brink’s, with broad geographic solutions, sophisticated outsourcing capabilities and
financial strength.

Operating results may vary from period to period. Because revenues are generated from charges per service performed or based on the value of
goods transported, they can be affected by both the level of economic activity and the volume of business for specific customers. As contracts
generally run for one or more years, costs are incurred to prepare to serve, or to transition away, from a customer. We also periodically incur
costs to reduce operations when volumes decline, including costs to reduce the number of employees and close or consolidate branch and
administrative facilities. In addition, security costs can vary depending on performance, cost of insurance coverage, and changes in crime rates
(i.e., attacks and robberies).

Cash Management Services is a fully integrated solution that proactively manages the supply chain of cash from point-of-sale through bank
deposit. The process includes cashier balancing and reporting, deposit processing and consolidation, and electronic information exchange
(including “same-day” credit capabilities). Retail customers use Brink’s Cash Management Services to count and reconcile coins and currency
in a secure environment, to prepare bank deposit information, and to replenish customer coins and currency in proper denominations.

Because Cash Management Services involves a higher level of service and more complex activities, customers are charged higher prices, which
result in higher margins. The ability to offer Cash Management Services to customers differentiates Brink’s from many of its competitors.
Management is focused on continuing to grow Cash Management Services revenue.

Brink’s revenues and related operating profit are generally higher in the second half of the year, particularly in the fourth quarter, due to
generally increased economic activity associated with the holiday season.

Former Businesses
We have significant liabilities associated with our former coal operations, primarily related to retirement plans, which are partially funded by
plan trusts.

Information about liabilities related to former operations is contained in the following sections of this report:

Liquidity and Capital Resources – Contractual Obligations – on page 55

 Non-segment Income (Expense) on page 33

 Application of Critical Accounting Policies – on page 59
 Notes 3 and 18 to the consolidated financial statements, which begin on page 84

RESULTS OF OPERATIONS

Consolidated Review

Years Ended December 31,
(In millions, except for per share amounts)

2013

GAAP
2012

% Change

2011

2013

2012

2013

Non-GAAP(c)
2012

% Change

2011

2013

2012

Revenues
Segment operating profit(a)
Non-segment expense
Operating profit
Income from continuing operations(b)
Diluted EPS from continuing operations(b)

3,942.2
252.8
(81.1)
171.7
71.9
1.47

3,735.0
263.9
(88.9)
175.0
111.2
2.29

3,662.9
262.3
(59.8)
202.5
100.3
2.09

6
(4)
(9)
(2)
(35)
(36)

2 $
1
49
(14)
11
10

3,942.2
283.4
(42.6)
240.8
115.9
2.37

3,735.0
268.1
(42.3)
225.8
112.7
2.32

3,662.9
267.6
(40.6)
227.0
112.5
2.34

6
6
1
7
3
2

2
-
4
(1)
-
(1)

Amounts may not add due to rounding.

(a) Segment operating profit is a non-GAAP measure when presented in any context other than prescribed by Accounting Standards Codification Topic 280,

Segment Reporting. The tables on pages 27 and 30 reconcile the measurement to operating profit, a GAAP measure. Disclosure of total segment operating
profit enables investors to assess the total operating performance of Brink’s excluding non-segment income and expense. Forward-looking estimates
related to total segment operating profit and non-segment income (expense) for 2014 are provided on page 39.

(b) Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(c) Non-GAAP earnings information is contained on pages 40 –46, including reconciliation to amounts reported under GAAP.

Summary Reconciliation of Non-GAAP Diluted EPS
Years Ended December 31,

GAAP Diluted EPS
Exclude Venezuela net monetary asset remeasurement losses
Excludes U.S. retirement plan expenses
Exclude employee benefit settlement, severance losses, CEO retirement costs and other
Exclude gains and losses on acquisitions and asset dispositions
Exclude tax benefit from change in retiree health care funding strategy
Non-GAAP Diluted EPS

2013

2012

2011

1.47
0.17
0.65
0.04
0.04
-
2.37

2.29
-
0.70
0.06
(0.29)
(0.43)
2.32

2.09
-
0.37
0.08
(0.20)
-
2.34

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 40–46.

Revenues

GAAP
2013 versus 2012
Revenues in 2013 increased $207.2 million or 6% due to organic growth in our Latin America ($261.7 million), EMEA ($25.5 million), Asia
Pacific ($15.3 million) and North America ($11.0 million) segments, partially offset by unfavorable changes in currency exchange rates
($121.9 million).

Revenues increased 8% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin
American countries).

See page 22 for our definition of “organic.”

2012 versus 2011
Revenues in 2012 increased $72.1 million or 2% due to organic growth in our Latin America ($215.4 million) and EMEA ($69.9 million)
segments, partially offset by:




unfavorable changes in currency exchange rates ($192.3 million)
an organic decrease in our North America segment ($25.5 million).

Revenues increased 7% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin
American countries).

Non-GAAP
2013 versus 2012
The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.

2012 versus 2011
The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.

Costs and Expenses

GAAP
2013 versus 2012
Cost of revenues increased 6% to $3,197.1 million driven by higher labor costs from inflation-based wage increases. Selling, general and
administrative costs increased 3% to $564.0 million due primarily to higher labor costs.

2012 versus 2011
Cost of revenues increased 2% to $3,024.3 million driven by higher labor costs from inflation-based wage increases. Selling, general and
administrative costs increased 7% to $546.7 million due primarily to higher labor costs.

Operating Profit

GAAP
2013 versus 2012
Operating profit decreased 2% due mainly to:







the negative impact of changes in currency exchange rates ($36.1), including a $13.4 million charge related to the remeasurement of
net monetary assets as a result of the devaluation of Venezuela currency
an organic decrease in our North America segment
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium
the 2012 gain recognized on the sale of real estate in Venezuela ($7.2 million)

partially offset by organic growth in our Latin America and Asia-Pacific segments and lower non-segment expenses ($7.8 million).

2012 versus 2011
Operating profit decreased 14% due mainly to:






increased U.S. retirement plan expenses ($28.2 million)
the negative impact of changes in currency exchange rates ($15.2 million)
the 2011 gain recognized on the sale of the U.S. Document Destruction business ($6.7 million)
an organic decrease in our Asia Pacific segment ($6.0 million)

partially offset by organic improvement in our EMEA segment ($21.7 million) and a gain on the sale of real estate in Venezuela ($7.2 million).

Non-GAAP
2013 versus 2012
Operating profit increased 7% due mainly to organic growth in our Latin America and Asia-Pacific segments, partially offset by:





the negative impact of changes in currency exchange rates ($22.7 million)
an organic decrease in our North America segment
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium.

2012 versus 2011
Operating profit decreased $1.2 million primarily due to:




the negative impact of changes in currency exchange rates ($15.2 million)
organic decreases in our Latin America ($8.0 million) and Asia Pacific ($6.0 million) segments
partially offset by organic improvement in our EMEA ($21.7 million) and North American ($7.1 million) segments.

Income from continuing operations and net income, and related per share amounts
(attributable to Brink’s)

GAAP
2013 versus 2012
Income from continuing operations attributable to Brink’s shareholders in 2013 decreased 35% compared to 2012 primarily due to higher tax
expense ($24.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy in 2012,
lower interest and other non-operating income ($5.6 million) and higher income attributable to noncontrolling interests ($3.5 million), in
addition to the operating profit decrease mentioned previously.

Earnings per share from continuing operations was $1.47, down from $2.29 in 2012.

2012 versus 2011
Income from continuing operations attributable to Brink’s shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax
expense ($36.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy and lower
income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Earnings per share from continuing operations was $2.29, up from $2.09 in 2011.

Non-GAAP
2013 versus 2012
Income from continuing operations attributable to Brink’s shareholders in 2013 increased 3% primarily due to the operating profit increase
mentioned above and lower tax expense ($3.5 million), partially offset by higher income attributable to noncontrolling interests ($10.1 million).

Earnings per share from continuing operations was $2.37, up from $2.32 in 2012.

2012 versus 2011
Income from continuing operations attributable to Brink’s shareholders in 2012 was flat versus 2011 as lower income attributable to
noncontrolling interests ($4.1 million) was offset by higher tax expense ($3.0 million) and the operating profit decrease mentioned above.

Earnings per share from continuing operations was $2.32, down from $2.34 in 2011.

Segment Operating Results

Segment Review
2013 versus 2012

GAAP

(In millions)
Revenues:
Latin America
EMEA
North America
Asia Pacific

Total

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit
Non-segment
Total

Segment operating margin:
Latin America
EMEA
North America
Asia Pacific

Segment operating margin

Non-GAAP

(In millions)
Revenues:
Latin America
EMEA
North America
Asia Pacific

Total

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit
Non-segment
Total

Segment operating margin:
Latin America
EMEA
North America
Asia Pacific

Segment operating margin

Amounts may not add due to rounding.

Organic
Change

Acquisitions /
Dispositions

(a)

Currency

(b)

2013

Total

Organic

% Change

261.7
25.5
11.0
15.3
313.5

50.6
(8.8)
(26.8)
8.2
23.2
5.8
29.0

15.6
-
-
-
15.6

1.8
-
-
-
1.8
2.0
3.8

(136.0)
26.9
(5.9)
(6.9)
(121.9)

(37.6)
2.2
(0.4)
(0.3)
(36.1)
-
(36.1)

9
5
1
6
6

11
(7)
(85)
90
(4)
(9)
(2)

17
2
1
11
8

37
(10)
(84)
93
9
(7)
17

1,720.7
1,178.3
898.4
144.8
3,942.2

149.9
81.5
4.7
16.7
252.8
(81.1)
171.7

8.7%
6.9%
0.5%
11.5%
6.4%

Organic
Change

Acquisitions /
Dispositions

(a)

Currency

(b)

2013

Total

Organic

% Change

261.7
25.5
11.0
15.3
313.5

60.3
(9.2)
(24.0)
9.1
36.2
(0.3)
35.9

15.6
-
-
-
15.6

1.8
-
-
-
1.8
-
1.8

(136.0)
26.9
(5.9)
(6.9)
(121.9)

(24.2)
2.2
(0.4)
(0.3)
(22.7)
-
(22.7)

9
5
1
6
6

29
(8)
(60)
100
6
1
7

17
2
1
11
8

46
(10)
(59)
fav
14
1
16

1,720.7
1,178.3
898.4
144.8
3,942.2

168.0
81.5
16.3
17.6
283.4
(42.6)
240.8

9.8%
6.9%
1.8%
12.2%
7.2%

2012

1,579.4
1,125.9
893.3
136.4
3,735.0

135.1
88.1
31.9
8.8
263.9
(88.9)
175.0

8.6%
7.8%
3.6%
6.5%
7.1%

2012

1,579.4
1,125.9
893.3
136.4
3,735.0

130.1
88.5
40.7
8.8
268.1
(42.3)
225.8

8.2%
7.9%
4.6%
6.5%
7.2%

Includes operating results and gains/losses on acquisitions, sales and exits of businesses.

(a)
(b) The “Currency” amount in the table is the summation of the monthly currency changes, plus (minus) the U.S. dollar amount of remeasurement currency
gains (losses) of bolivar denominated net monetary assets recorded under highly inflationary accounting rules related to the Venezuelan operations. The
monthly currency change is equal to the Revenue or Operating Profit for the month in local currency, on a country-by-country basis, multiplied by the
difference in rates used to translate the current period amounts to U.S. dollars versus the translation rates used in the year-ago month. The functional
currency in Venezuela is the U.S. dollar under highly inflationary accounting rules. Remeasurement gains and losses under these rules are recorded in U.S.
dollars but these gains and losses are not recorded in local currency. Local currency Revenue and Operating Profit used in the calculation of monthly
currency change for Venezuela have been derived from the U.S. dollar results of the Venezuelan operations under U.S. GAAP (excluding remeasurement
gains and losses) using current period currency exchange rates.

Segment Review
2013 versus 2012

Total Segment Operating Profit

GAAP
Segment operating profit decreased 4% due mainly to:







unfavorable currency impact ($36.1 million), including a $13.4 million charge related to the remeasurement of net monetary assets as
a result of the devaluation of Venezuela currency
an organic decrease in our North America segment
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium
the 2012 gain recognized on the sale of real estate in Venezuela ($7.2 million)

partially offset by organic increases in our Latin America and Asia-Pacific segments.

Non-GAAP
Segment operating profit increased 6% due to organic increases in our Latin America and Asia-Pacific segments, partially offset by:





an organic decrease in our North America segment
unfavorable currency impact ($22.7 million)
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium.

Latin America

GAAP
Revenue in Latin America increased 9% ($141.3 million) due to organic revenue growth ($261.7 million) partially offset by the unfavorable
effect of currency exchange rates ($136.0 million).

The 17% revenue growth on an organic basis ($261.7 million) was primarily due to inflation-based price increases across the region.

Operating profit increased 11% ($14.8 million) as:





higher profits in Venezuela, despite a 2012 gain on a building sale ($7.2 million)
organic growth in Argentina, including 2012 write-offs of Argentinean government receivables ($4.1 million)
organic growth in Brazil and Chile

were partially offset by:






unfavorable currency impact ($37.6 million), including a charge related to the remeasurement of net monetary assets as a result of the
devaluation of Venezuela currency ($13.4 million)
increased regional spending on productivity initiatives
increased security costs.

Non-GAAP
The analysis of Latin America non-GAAP revenues is the same as the analysis of Latin America GAAP revenues.

Operating profit increased 29% ($37.9 million) as:





higher profits in Venezuela
organic growth in Argentina, including 2012 write-offs of Argentinean government receivables ($4.1 million)
organic growth in Brazil and Chile

were partially offset by:





unfavorable currency impact ($24.2 million)
increased regional spending on productivity initiatives
increased security costs.

EMEA

GAAP
EMEA revenues increased by 5% ($52.4 million) due to the favorable effect of currency exchange rates ($26.9 million) and organic growth
($25.5 million).

Revenue increased on an organic basis by 2% driven by higher volumes in Ireland, Switzerland and Russia, partially offset by a 2012
commercial settlement in the Netherlands and lower volumes in France due to a customer loss.

EMEA operating profit decreased 7% ($6.6 million) due mainly to:





higher security costs
a 2012 commercial settlement in the Netherlands
organic decreases in Germany, Greece and Morocco

partially offset by the positive impact of currency exchange rates ($2.2 million) and the benefit of a change in tax legislation in France.

Non-GAAP
The analysis of EMEA non-GAAP revenues is the same as the analysis of EMEA GAAP revenues.

EMEA operating profit decreased 8% ($7.0 million) due to:





higher security costs
a 2012 commercial settlement in the Netherlands
organic decreases in Germany, Greece and Morocco

partially offset by the positive impact of currency exchange rates ($2.2 million) and the benefit of a change in tax legislation in France.

North America

GAAP
Revenues in North America increased 1% ($5.1 million) due to a 1% organic increase ($11.0 million) as growth in Canada was offset by CIT
volume and price pressure in the U.S. and unfavorable currency impact ($5.9 million) in Canada.

Operating profit decreased 85% ($27.2 million) due to an organic decrease in the U.S. as a result of lower CIT demand, continued pricing
pressure and higher security costs.

Non-GAAP
The analysis of North America non-GAAP revenues is the same as the analysis of North America GAAP revenues.

Operating profit decreased 60% ($24.4 million) due to an organic decrease in the U.S. as a result of lower CIT demand, continued pricing
pressure and higher security costs.

Most of the armored vehicles used by our U.S. operations are accounted for as operating leases. The cost related to these leases is recognized
as rental expense in the consolidated statements of income. Since March 2009, we have acquired armored vehicles in the U.S. either by
purchasing or by leasing under agreements that we have accounted for as capital leases. We currently expect to continue acquiring new
vehicles in the U.S. with capital leases. The cost of vehicles under capital lease is recognized as depreciation and interest expense. Because of
the shift in the way we acquire vehicles in the U.S., our depreciation and interest related to the U.S. fleet is higher and our rental expense is
lower compared to earlier periods and we expect this trend to continue.

Asia Pacific

GAAP
Revenue in Asia Pacific increased 6% ($8.4 million) primarily due to organic growth in Hong Kong, Australia, Singapore and China, partially
offset by the negative impact of currency exchange rates ($6.9 million).

Operating profit increased 90% ($7.9 million) driven by organic increases in Hong Kong and Singapore, as well as lower regional overhead.

Non-GAAP
The analysis of Asia Pacific non-GAAP revenues is the same as the analysis of Asia Pacific GAAP revenues.

Operating profit increased $8.8 million driven by organic increases in Hong Kong and Singapore, as well as lower regional overhead.

Segment Review
2012 versus 2011

Organic
Change

Acquisitions /
Dispositions
(a)

Currency

(b)

2012

Total

Organic

% Change

215.4
69.9
(25.5)
5.4
265.2

0.1
21.7
1.5
(6.0)
17.3
(20.7)
(3.4)

1.5
0.3
(2.6)
-
(0.8)

(0.3)
(0.4)
0.2
-
(0.5)
(8.4)
(8.9)

(98.2)
(87.3)
(2.0)
(4.8)
(192.3)

(8.2)
(6.6)
(0.1)
(0.3)
(15.2)
-
(15.2)

8
(1)
(3)
-
2

(6)
20
5
(42)
1
49
(14)

15
6
(3)
4
7

-
30
5
(40)
7
35
(2)

1,579.4
1,125.9
893.3
136.4
3,735.0

135.1
88.1
31.9
8.8
263.9
(88.9)
175.0

8.6%
7.8%
3.6%
6.5%
7.1%

Organic
Change

Acquisitions /
Dispositions
(a)

Currency

(b)

2012

Total

Organic

% Change

215.4
69.9
(25.5)
5.4
265.2

(8.0)
21.7
7.1
(6.0)
14.8
(1.7)
13.1

1.5
0.3
(2.6)
-
(0.8)

0.7
-
0.2
-
0.9
-
0.9

(98.2)
(87.3)
(2.0)
(4.8)
(192.3)

(8.2)
(6.6)
(0.1)
(0.3)
(15.2)
-
(15.2)

8
(1)
(3)
-
2

(11)
21
21
(42)
-
4
(1)

15
6
(3)
4
7

(5)
30
21
(40)
6
4
6

1,579.4
1,125.9
893.3
136.4
3,735.0

130.1
88.5
40.7
8.8
268.1
(42.3)
225.8

8.2%
7.9%
4.6%
6.5%
7.2%

GAAP

(In millions)
Revenues:
Latin America
EMEA
North America
Asia Pacific
Total

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit
Non-segment
Total

Segment operating margin:
Latin America
EMEA
North America
Asia Pacific

Segment operating margin

Non-GAAP

(In millions)
Revenues:
Latin America
EMEA
North America
Asia Pacific
Total

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit
Non-segment
Total

Segment operating margin:
Latin America
EMEA
North America
Asia Pacific

Segment operating margin

Amounts may not add due to rounding.

See page 27 for footnotes.

2011

1,460.7
1,143.0
923.4
135.8
3,662.9

143.5
73.4
30.3
15.1
262.3
(59.8)
202.5

9.8%
6.4%
3.3%
11.1%
7.2%

2011

1,460.7
1,143.0
923.4
135.8
3,662.9

145.6
73.4
33.5
15.1
267.6
(40.6)
227.0

10.0%
6.4%
3.6%
11.1%
7.3%

Total Segment Operating Profit

Segment Review
2012 versus 2011

GAAP
Segment operating profit increased 1% as the positive impact of organic improvement in EMEA and decreased security costs were mostly
offset by the negative impact of changes in currency exchange rates ($15.2 million) and lower profits in Asia Pacific on an organic basis.

Non-GAAP
Segment operating profit was flat as the positive impact of organic improvement in EMEA and decreased security costs were offset by the
negative impact of changes in currency exchange rates ($15.2 million) and lower profits in Latin America and Asia Pacific on an organic basis.

Latin America

GAAP
Revenue in Latin America increased 8% ($118.7 million) due to organic revenue growth ($215.4 million) partially offset by the unfavorable
effect of currency exchange rates ($98.2 million).

The 15% revenue growth on an organic basis ($215.4 million) was primarily due to inflation-based price increases across the region.

Operating profit decreased 6% ($8.4 million) as:





lower profits in Venezuela caused by pressure from government actions partially offset by a gain on a building sale ($7.2 million)
unfavorable currency impact ($8.2 million)
an organic decrease in Chile

were partially offset by:





organic growth in Mexico, Brazil and Argentina despite write-offs of Argentinean government receivables ($4.1 million)
higher labor agreement expenses in the prior year period
a 2011 tax on equity in Colombia which did not reoccur in 2012.

Non-GAAP
The analysis of Latin America non-GAAP revenues is the same as the analysis of Latin America GAAP revenues.

Operating profit decreased 11% ($15.5 million) due to:





lower profits in Venezuela due to pressure from government actions
unfavorable currency impact ($8.2 million)
an organic decrease in Chile

were partially offset by:





EMEA

GAAP
EMEA revenues decreased by 1% ($17.1 million) due mainly to the unfavorable effect of currency exchange rates ($87.3 million), partially
offset by organic growth ($69.9 million).

Revenue increased on an organic basis by 6% due to:




higher volumes in France, the Netherlands, and the United Kingdom
a commercial settlement in the Netherlands.

EMEA operating profit increased 20% ($14.7 million) due mainly to:
organic improvement in France, Russia and the Netherlands
improved security performance
a commercial settlement in the Netherlands





partially offset by the negative impact of currency exchange rates ($6.6 million).

Non-GAAP
The analysis of EMEA non-GAAP revenues is the same as the analysis of EMEA GAAP revenues.

EMEA operating profit increased 21% ($15.1 million) due to:





organic improvement in France, Russia and the Netherlands
improved security performance
a commercial settlement in the Netherlands

partially offset by the negative impact of currency exchange rates ($6.6 million).

North America

GAAP
Revenues in North America decreased 3% ($30.1 million) due to a 3% organic decrease ($25.5 million) primarily from CIT volume and price
pressure in the U.S. and unfavorable currency impact ($2.0 million) in Canada.

Operating profit increased by $1.6 million due to organic improvement in the U.S. as a result of cost reductions despite lower CIT demand and
continued pricing pressure, offset by increased U.S. retirement charges ($5.6 million).

Non-GAAP
The analysis of North America non-GAAP revenues is the same as the analysis of North America GAAP revenues.

Operating profit increased $7.2 million due to organic improvements in the U.S. on cost reductions despite lower CIT demand and continued
pricing pressure.

Asia Pacific

Revenue in Asia Pacific remained flat as growth in China and India was offset by the negative impact of currency exchange rates ($4.8
million).

Operating profit decreased $6.3 million driven by an organic decrease in India.

Non-segment Income (Expense)

GAAP
(In millions)

General and administrative
Retirement costs (primarily former operations)
Gains on business acquisitions and dispositions
Royalty income
Gains on sale of property and other assets

Non-segment income (expense)

Years Ended December 31,
2011

2012

2013

(44.5)
(41.3)
2.8
1.9
-
(81.1)

(44.4)
(47.4)
0.8
2.1
-
(88.9)

(46.6)
(24.8)
9.2
1.7
0.7
(59.8)

% change

2013

2012

-
(13)
fav
(10)
-
(9)

(5)
91
(91)
24
(100)
49

Non-segment expenses in 2013 were $7.8 million lower than 2012, mainly due to:




lower retirement costs ($6.1 million)
the inclusion in 2013 results of $1.7 million in gains from favorable purchase price adjustments primarily related to the January 2013
purchase of Rede Trel in Brazil and a $1.1 million gain related to a favorable purchase price adjustment on the 2010 Mexico
acquisition.

Non-segment expenses in 2012 were $29.1 million or 49% higher than 2011, mainly due to:




increased retirement costs ($22.6 million)
the inclusion in 2011 results of $9.2 million in gains related to the sale of U.S. Document Destruction business ($6.7 million) and an
adjustment to the bargain purchase gain in Mexico ($2.1 million)

partially offset by:



lower general and administrative costs ($2.2 million), including $4.1 million of 2011 expenses related to the retirement of the former
CEO.

Outlook for 2014
We estimate that non-segment expenses on a GAAP basis will be approximately $64 million in 2014, a decrease from 2013 primarily as a
result of lower retirement costs. See page 39 for a summary of our 2014 Outlook.

Non-GAAP
(In millions)

General and administrative
Royalty income
Gains on sale of property and other assets

Non-segment income (expense)

Years Ended December 31,
2011

2012

2013

(44.5)
1.9
-
(42.6)

(44.4)
2.1
-
(42.3)

(42.5)
1.7
0.2
(40.6)

% change

2013

2012

-
(10)
-
1

4
24
(100)
4

Non-segment expenses on a non-GAAP basis in 2013 were flat compared to 2012.

Non-segment expenses on a non-GAAP basis in 2012 were $1.7 million higher than 2011, mainly due to increased general and administrative
costs.

Outlook for 2014
We estimate that non-segment expenses on a non-GAAP basis will be approximately $45 million in 2014, up slightly from 2013. See page 39
for a summary of our 2014 Outlook.

Other Operating Income (Expense)

Other operating income (expense) includes segment and non-segment other operating income and expense.

(In millions)

Share in earnings of equity affiliates
Gains on business acquisitions and dispositions
Royalty income
Gains on sale of property and other assets
Impairment losses
Foreign currency items:
Transaction losses
Hedge gains (losses)
Other
Other operating income (expense)

Years Ended December 31,
2011

2012

2013

6.7
2.8
1.9
2.4
(2.9)

(20.2)
(0.4)
0.3
(9.4)

6.0
0.8
2.1
7.6
(2.4)

(4.2)
0.2
0.9
11.0

4.8
9.2
1.7
1.2
(2.4)

(3.7)
2.2
5.0
18.0

% change

2013

2012

12
fav
(10)
(68)
21

unfav
unfav
(67)
unfav

25
(91)
24
fav
-

14
(91)
(82)
(39)

2013 versus 2012
Other operating income decreased in 2013 primarily as a result of unfavorable factors including:



$16.0 million in higher foreign currency exchange losses related primarily to the February 2013 devaluation of the official exchange
rate in Venezuela ($13.4 million) and converting Argentinean pesos to U.S. dollars ($2.0 million)
a $7.2 million gain on sale of real estate in Venezuela in 2012

partially offset by



$1.7 million in gains from favorable purchase price adjustments primarily related to a January 2013 purchase of payments business in
Brazil
a $1.1 million gain related to favorable purchase price adjustment for the 2010 Mexico acquisition.

2012 versus 2011
Other operating income decreased in 2012 primarily as a result of unfavorable factors including:
a $6.7 million gain on the sale of U.S. Document Destruction business in 2011
a $2.1 million bargain purchase gain adjustment recognized in 2011 related to the 2010 Mexico acquisition
lower gains on hedging transactions ($2.0 million)





partially offset by



a $7.2 million gain on the sale of real estate in Venezuela in 2012.

Nonoperating Income and Expense

Interest Expense

(In millions)

Interest expense

Years Ended December 31,
2013

2012

2011

% change

2013

2012

25.1

23.1

Interest expense was slightly higher in 2013 compared to 2012 due to an increase in average borrowings in the current year.

Interest expense remained flat in 2012 compared to 2011.

Outlook for 2014
We expect our interest expense to be $27 million to $29 million in 2014 versus $25 million in 2013. See page 39 for a summary of our 2014
Outlook.

Interest and Other Income

(In millions)

Interest income
Gain on available-for-sale securities
Foreign currency hedge losses
Other

Interest and other income (expense)

Years Ended December 31,
2012

2011

2013

2.7
0.4
(1.0)
(0.5)
1.6

4.8
2.9
-
(0.5)
7.2

5.7
4.4
-
(1.2)
8.9

% change

2013

2012

(44)
(86)
unfav
-
(78)

(16)
(34)
-
(58)
(19)

Interest and other income (expense) was lower in 2013 primarily due to:



a $2.5 million decrease in gain on available-for-sale securities as we realized gains in 2012 on security sales to fund pension
payments to former executives
a $2.1 million decrease in interest income primarily due to lower amounts of investments in India as interest-earning short-term
investments were sold to fund the repurchase of noncontrolling interest shares in our Indian subsidiary
$1.0 million in foreign currency hedge losses in 2013 related to a cross currency swap contract.

Interest and other income (expense) was lower in 2012 due to:




a $1.5 million decrease in gain on available-for-sale securities
a $0.9 million decrease in interest income.

Outlook for 2014
We expect our interest and other income to be $1 million to $2 million in 2014 versus $2 million in 2013. See page 39 for a summary of our
2014 outlook.

Income Taxes

Summary Rate Reconciliation – GAAP

(In percentages)

U.S. federal tax rate
Increases (reductions) in taxes due to:
Adjustments to valuation allowances
Foreign income taxes
Medicare subsidy for retirement plans
Nontaxable acquisition (gains) losses
French business tax
Change in judgment about uncertain tax positions in Mexico
Other
Income tax rate on continuing operations

Summary Rate Reconciliation – Non-GAAP(a)

(In percentages)

U.S. federal tax rate
Increases (reductions) in taxes due to:
Adjustments to valuation allowances
French business tax
Other
Income tax rate on Non-GAAP continuing operations

2013

2012

2011

35.0 %

4.0
(6.5)
(1.1)
-
3.0
-
0.7
35.1 %

1.2
(2.2)
(14.4)
-
2.7
(4.7)
(0.6)
17.0 %

(2.9)
0.3
-
(0.4)
2.4
-
(0.4)
34.0 %

2013

2012

2011

35.0 %

1.5
2.0
(5.2)
33.3 %

0.9
2.1
(1.4)
36.6 %

(2.6)
2.1
0.5
35.0 %

(a) See pages 40–46 for a reconciliation of non-GAAP results to GAAP.

Overview
Our effective tax rate has varied in the past three years from the statutory U.S. federal rate due to various factors, including








changes in judgment about the need for valuation allowances
changes in the geographical mix of earnings
nontaxable acquisition gains and losses
changes in laws in the U.S., France and Mexico
timing of benefit recognition for uncertain tax positions
state income taxes

We establish or reverse valuation allowances for deferred tax assets depending on all available information including historical and expected
future operating performance of our subsidiaries. Changes in judgment about the future realization of deferred tax assets can result in
significant adjustments to the valuation allowances. Based on our historical and future expected taxable earnings, we believe it is more likely
than not that we will realize the benefit of the deferred tax assets, net of valuation allowances.

Continuing Operations
2013 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in 2013 approximated the 35% U.S. statutory rate due to $6.1 million of tax expense
from cross border payments and $4.4 million of tax expense due to the characterization of a French business tax as an income tax, mostly offset
by a $8.7 million tax benefit due to the jurisdictional mix of earnings including the favorable Venezuela permanent inflation adjustment.

2012 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in 2012 was lower than the 35% U.S. statutory tax rate largely due to a $21.1 million
non-cash tax benefit related to a change in retiree healthcare funding strategy and a $7.5 million tax benefit related to a change in judgment on
uncertain tax positions, partially offset by $5.2 million of tax expense due to the jurisdictional mix of earnings and the characterization of a
French business tax as an income tax.

2011 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in 2011 approximated the 35% U.S. statutory tax rate largely due to a $3.4 million net
income tax benefit related to a repatriation of cash to the U.S., offset by $3.4 million of tax expense in excess of the U.S. statutory rate due to
the jurisdictional mix of earnings and the characterization of a French business tax as an income tax.

Outlook for 2014
On a GAAP and Non GAAP basis, the effective income tax rate for 2014 is expected to be between 33% and 37%. Our effective tax rate may
fluctuate materially from these estimates due to changes in permanent book-tax differences, changes in the expected geographical mix of
earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies and
other factors. See page 39 for a summary of our 2014 Outlook.

Other
As of December 31, 2013, we have not recorded U.S. federal deferred income taxes on approximately $259 million of undistributed earnings of
foreign subsidiaries and equity affiliates in accordance with FASB ASC Topic 740, Income Taxes. We expect that these earnings will be
permanently reinvested in operations outside the U.S. It is not practical to compute the estimated deferred tax liability on these earnings.

Noncontrolling Interests

(In millions)

Years Ended December 31,
2012

2011

2013

% change

2013

2012

Net income attributable to noncontrolling interests

24.3

20.8

24.0

(13)

The increase in net income attributable to noncontrolling interests in 2013 was primarily due to an increase in net income of our Venezuelan
subsidiaries.

The decrease in net income attributable to noncontrolling interests in 2012 was primarily due to lower net income from our Venezuelan
subsidiaries.

Outlook for 2014
We expect net income attributable to noncontrolling interests on a GAAP basis in 2014 to be $26 million to $30 million as compared to $24
million in 2013. Our 2014 outlook reflects an expected increase in earnings from our Venezuelan subsidiaries due to the charge related to the
remeasurement of net monetary assets as a result of the devaluation of Venezuela currency ($13.4 million) in 2013.

We expect net income attributable to noncontrolling interests on a non-GAAP basis in 2014 to be $26 million to $30 million as compared to
$29 million in 2013. Our 2014 outlook reflects an expected decrease in earnings from our Venezuelan subsidiaries. See page 39 for a
summary of our 2014 Outlook.

Loss from Discontinued Operations

(In millions)

Loss from operations(a)(b)
Gain (loss) on sales(a)
Settlement loss related to Belgium bankruptcy
Adjustments to contingencies of former operations(c):
Workers’ compensation
Gain from Federal Black Lung Excise Tax refunds
Other
Loss from discontinued operations before income taxes
Provision (benefit) for income taxes
Loss from discontinued operations, net of tax

Years Ended December 31,
2012

2011

2013

(26.0)
16.3
-

(1.7)
-
1.0
(10.4)
4.7
(15.1)

(22.5)
(0.3)
-

(0.2)
-
(0.3)
(23.3)
(1.0)
(22.3)

(21.8)
-
(10.1)

(1.4)
4.2
(0.6)
(29.7)
(3.9)
(25.8)

(a) Discontinued operations include gains and losses related to businesses that Brink’s recently sold or shut down. These include ICD Limited and its

affiliates, Threshold Financial Technologies Inc. in Canada, cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding
operations in France, Morocco, and Germany. Interest expense included in discontinued operations was $0.4 million in 2013, and $0.7 million in 2012 and
$0.9 million in 2011.

(b) The loss from operations in 2013 includes $16.2 million of severance expenses paid to terminate certain employees of the German cash-in-transit
operations. We contributed a portion of the cost to fund the severance payments to the business prior to the execution of the sale transaction.

Cash-in-transit operations sold or shut down:

Poland (sold in March 2013)
Turkey (shut down in June 2013)



 Hungary (sold in September 2013)
 Germany (sold in December 2013)

Our former CIT operation in Belgium filed for bankruptcy in November 2010, after a restructuring plan was rejected by local union employees,
and was placed in bankruptcy on February 2, 2011. We deconsolidated the Belgium subsidiary in 2010. In 2011, we recognized a $10.1
million settlement loss related to a claim filed by the court-appointed provisional administrators of our former Belgium subsidiary.

Guarding operations sold:

 Morocco (December 2012)

France (January 2013)
 Germany (July 2013)

Other operations sold:

 We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD designed and installed security systems for

commercial customers and had operations in China and other locations in Asia.

The results of the above disposed operations have been excluded from continuing operations and are reported as discontinued operations for the
current and prior periods. The table below shows revenues by business segment which have been reclassified to discontinued operations:

(In millions)

EMEA
North America
Asia Pacific
Total

2013

December 31,
2012

2011

77.6
41.2
23.6
142.4

136.9
52.1
22.5
211.5

153.9
50.8
17.9
222.6

Federal Black Lung Excise Tax (“FBLET”) refunds
The Energy Improvement and Extension Act of 2008 enabled taxpayers to file claims for FBLET refunds for periods prior to those open under
the statute of limitations previously applicable to us. In 2009, we received $23.9 million of FBLET refunds and recognized the majority of
these refunds as a pretax gain of $19.7 million in 2009. The statute of limitations expired in 2011 and we recognized a pretax gain of $4.2
million for the remaining portion of the refund.

Outlook

(In millions)

Organic revenue growth
Latin America
EMEA
North America
Asia Pacific
Total

Currency impact on revenue
Latin America
EMEA
North America
Asia Pacific
Total

Segment margin
Latin America(a)
EMEA
North America(b)
Asia Pacific
Total

Non-segment expense:
General and administrative
Retirement plans(b)
Acquisition gains(c)
Royalty income

Non-segment expense

Effective income tax rate(a)

GAAP

Full-Year
2013

Full-Year 2014
Estimate

Non-GAAP

Full-Year
2013

Full-Year 2014
Estimate

17%
2%
1%
11%
8%

(9)%
2%
(1)%
(5)%
(3)%

8.7%
6.9%
0.5%
11.5%
6.4%

45
41
(3)
(2)
81

35%

12% – 14%
0% – 2%
0% – 2%
5% – 7%
5% – 8%

(6)% – (8)%
(1)% – (3)%
flat
(1)% – (3)%
(3)% – (5)%

7.5% – 9.5%
6.0% – 8.0%
1.5% – 2.5%
9.5% – 11.5%
~6.8%

47
19
-
(2)
64

17%
2%
1%
11%
8%

(9)%
2%
(1)%
(5)%
(3)%

9.8%
6.9%
1.8%
12.2%
7.2%

45
-
-
(2)
43

12% – 14%
0% – 2%
0% – 2%
5% – 7%
5% – 8%

(6)% – (8)%
(1)% – (3)%
flat
(1)% – (3)%
(3)% – (5)%

7.5% – 9.5%
6.0% – 8.0%
2.5% – 3.5%
9.5% – 11.5%
~7%

47
-
-
(2)
45

33% – 37%

33%

33% – 37%

Interest expense

27 – 29

Interest and other income (expense)

1 – 2

27 – 29

1 – 2

Net income attributable to
noncontrolling interests(a)

Fixed assets acquired:
Capital expenditures
Capital leases(d)

Total

Depreciation and amortization

26 – 30

178
5
183

174

185 – 195
15
200 – 210

185 – 190

178
5
183

174

185 – 195
15
200 – 210

185– 190

Amounts may not add due to rounding.

(a) Remeasurement losses on net monetary assets in Venezuela ($13 million in 2013) have been excluded from non-GAAP results.
(b) Costs related to U.S. retirement plans have been excluded from non-GAAP results including $12 million in 2013 and $5 million in 2014 related to

North America, and $41 million in 2013 and $19 million in 2014 related to Non-segment.

Includes capital leases for newly acquired assets only.

For more information about our outlook, see:










page 21–22 for organic revenue growth
page 21–22 for segment operating margin
page 33 for non-segment expenses
page 35 for interest expense
page 35 for interest income and other income (expense)
page 37 for effective income tax rate
page 37 for net income attributable to noncontrolling interests
page 50 for fixed asset acquired, depreciation and amortization

Non-GAAP Results – Reconciled to Amounts Reported under GAAP

Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with GAAP.

Purpose of Non-GAAP Information

The purpose of the non-GAAP information is to report our financial information

excluding retirement expenses related to frozen retirement plans and retirement plans from former operations


 without certain income and expense items, and

after adjusting tax expense for certain items.

The non-GAAP information provides information to assist comparability and estimates of future performance. We believe these measures are
helpful in assessing the performance of our ongoing operations, estimating future results and enabling period-to-period comparability of financial
performance. The valuation impact of our legacy liabilities and related cash outflows can be assessed on a basis that is separate and distinct from
ongoing operations. Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in
accordance with GAAP and should be read in conjunction with their GAAP counterparts.

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Net Monetary
Asset
Remeasurement
Losses in
Venezuela
(b)

Employee
Benefit
Settlement
Losses
(c)

GAAP
Basis

U.S.
Retirement
Plans
(d)

Adjust
Income
Tax Rate
(e)

Non-
GAAP
Basis

412.9
277.8
223.2
36.6
950.5

23.4
8.6
(2.0)
4.3
34.3
(17.0)
17.3

-
-
-
-
-

-
-
-
-
-
(1.1)
(1.1)

2.9
0.06

(1.1)
(0.02)

First Quarter 2013

-
-
-
-
-

13.4
-
-
-
13.4
-
13.4

8.4
0.17

-
-
-
-
-

0.3
-
-
-
0.3
-
0.3

0.2
-

-
-
-
-
-

-
-
2.9
-
2.9
10.5
13.4

8.2
0.17

-
-
-
-
-

-
-
-
-
-
-
-

412.9
277.8
223.2
36.6
950.5

37.1
8.6
0.9
4.3
50.9
(7.6)
43.3

0.1
-

18.7
0.38

(In millions, except for per share amounts)

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

See page 42 for notes.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Net Monetary
Asset
Remeasurement
Losses in
Venezuela
(b)

Employee
Benefit
Settlement
Losses
(c)

GAAP
Basis

U.S.
Retirement
Plans
(d)

Adjust
Income
Tax Rate
(e)

Non-
GAAP
Basis

Second Quarter 2013

413.6
293.4
226.3
36.6
969.9

24.4
18.7
6.3
5.0
54.4
(21.6)
32.8

13.2
0.27

423.8
301.2
222.5
34.9
982.4

42.8
32.1
0.2
4.8
79.9
(20.7)
59.2

-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-

-
-
-
-
-
(0.9)
(0.9)

29.8
0.61

(0.9)
(0.02)

-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-

0.5
-
-
-
0.5
-
0.5

-
-
-
-
-

-
-
2.9
-
2.9
10.2
13.1

-
-
-
-
-

-
-
-
-
-
-
-

413.6
293.4
226.3
36.6
969.9

24.9
18.7
9.2
5.0
57.8
(11.4)
46.4

0.4
0.01

7.7
0.16

1.5
0.03

22.8
0.47

Third Quarter 2013

-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-

0.8
-
-
-
0.8
-
0.8

-
-
-
-
-

-
-
2.9
-
2.9
10.3
13.2

-
-
-
-
-

-
-
-
-
-
-
-

423.8
301.2
222.5
34.9
982.4

43.6
32.1
3.1
4.8
83.6
(11.3)
72.3

0.6
0.01

7.7
0.16

(1.8)
(0.04)

35.4
0.72

(In millions, except for per share amounts)

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

See page 42 for notes.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Net Monetary
Asset
Remeasurement
Losses in
Venezuela
(b)

Employee
Benefit
Settlement
Losses
(c)

Fourth Quarter 2013

U.S.
Retirement
Plans
(d)

Adjust
Income
Tax Rate
(e)

Non-
GAAP
Basis

-
-
-
-
-

2.2
-
-
0.9
3.1
(0.8)
2.3

4.0
0.08

-
-
-
-
-

2.2
-
-
0.9
3.1
(2.8)
0.3

2.0
0.04

-
-
-
-
-

-
-
-
-
-
-
-

-
-

-
-
-
-
-

0.9
-
-
-
0.9
-
0.9

0.6
0.01

Full Year 2013

-
-
-
-
-

13.4
-
-
-
13.4
-
13.4

8.4
0.17

-
-
-
-
-

2.5
-
-
-
2.5
-
2.5

1.8
0.04

-
-
-
-
-

-
-
2.9
-
2.9
10.3
13.2

8.2
0.17

-
-
-
-
-

-
-
11.6
-
11.6
41.3
52.9

31.8
0.65

-
-
-
-
-

-
-
-
-
-
-
-

470.4
305.9
226.4
36.7
1,039.4

62.4
22.1
3.1
3.5
91.1
(12.3)
78.8

0.2
-

39.0
0.79

-
-
-
-
-

-
-
-
-
-
-
-

-
-

1,720.7
1,178.3
898.4
144.8
3,942.2

168.0
81.5
16.3
17.6
283.4
(42.6)
240.8

115.9
2.37

GAAP
Basis

470.4
305.9
226.4
36.7
1,039.4

59.3
22.1
0.2
2.6
84.2
(21.8)
62.4

26.0
0.53

1,720.7
1,178.3
898.4
144.8
3,942.2

149.9
81.5
4.7
16.7
252.8
(81.1)
171.7

71.9
1.47

(In millions, except for per share amounts)

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

(a) To eliminate:








a $1.1 million adjustment in the first quarter of 2013 to the amount of gain recognized on a 2010 business acquisition in Mexico as a result of a
favorable adjustment to the purchase price received in the first quarter of 2013.
$1.7 million of adjustments in the third and fourth quarters of 2013 primarily related to the January 2013 acquisition of Rede Trel in Brazil.
$3.1 million in adjustments in the fourth quarter of 2013 related to the increase in a loss contingency assumed in the 2010 Mexico acquisition and the
impairment of an intangible asset acquired in the 2009 India acquisition.
$2.6 million tax adjustment related to the Belgium disposition.

(b) To eliminate currency exchange losses related to a 16% devaluation of the official exchange rate in Venezuela from 5.3 to 6.3 bolivars to the U.S. dollar in

February 2013.

(c) To eliminate employee benefit settlement losses in Mexico.
(d) To eliminate expenses related to U.S. retirement plans.
(e) To adjust effective income tax rate in the interim period to be equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax

rate for 2013 is 33.3%.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

(In millions, except for per share amounts)

GAAP Basis

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Employee
Benefit
Settlement and
Severance
Losses
(b)

Tax Benefit on
Change in
Health Care
Funding
Strategy
(d)

U.S.
Retirement
Plans
(c)

Non-GAAP
Basis

Full Year 2012

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

(a) To eliminate:

1,579.4
1,125.9
893.3
136.4
3,735.0

135.1
88.1
31.9
8.8
263.9
(88.9)
175.0

111.2
2.29

-
-
-
-
-

(8.9)
0.4
-
-
(8.5)
(0.8)
(9.3)

-
-
-
-
-

3.9
-
-
-
3.9
-
3.9

(14.0)
(0.29)

2.8
0.06

-
-
-
-
-

-
-

8.8
-
8.8
47.4
56.2

33.8
0.70

-
-
-
-
-

(21.1)
(0.43)

1,579.4
1,125.9
893.3
136.4
3,735.0

130.1
88.5
40.7
8.8
268.1
(42.3)
225.8

112.7
2.32

 Gains related to the sale of investments in mutual fund securities ($1.9 million in the first quarter and $0.5 million in the third quarter). Proceeds from the

sales were used to fund the settlement of pension obligations related to our former chief executive officer, and former chief administrative officer.
 Gains and losses related to business acquisitions and dispositions. A $0.9 million gain was recognized in the second quarter and a $0.1 million loss was

recognized in the third quarter. In the fourth quarter of 2012, tax expense included a benefit of $7.5 million related to a reduction in an income tax accrual
established as part of the 2010 acquisition of subsidiaries in Mexico, and pretax income included a $2.1 million favorable adjustment to the local profit
sharing accrual as a result of the change in tax expectation.

 Third-quarter gain on the sale of real estate in Venezuela ($7.2 million).

(b) To eliminate employee benefit settlement and acquisition-related severance losses (Mexico and Argentina). Employee termination benefits in Mexico are

accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits.

(c) To eliminate expenses related to U.S. retirement plans.
(d) To eliminate tax benefit related to change in retiree health care funding strategy.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

(In millions, except for per share amounts)

GAAP Basis

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Employee
Benefit
Settlement
Losses
(b)

CEO
Retirement
Costs
(c)

U.S.
Retirement
Plans
(d)

Non-GAAP
Basis

Full Year 2011

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

(a) To eliminate gains as follows:

1,460.7
1,143.0
923.4
135.8
3,662.9

143.5
73.4
30.3
15.1
262.3
(59.8)
202.5

100.3
2.09

-
-
-
-
-

-
-
-
-
-
(9.7)
(9.7)

-
-
-
-
-

2.1
-
-
-
2.1
-
2.1

-
-
-
-
-

-
-
-
-
-
4.1
4.1

(9.6)
(0.20)

1.5
0.03

2.6
0.05

-
-
-
-
-

-
-
3.2
-
3.2
24.8
28.0

17.7
0.37

1,460.7
1,143.0
923.4
135.8
3,662.9

145.6
73.4
33.5
15.1
267.6
(40.6)
227.0

112.5
2.34

(In millions, except for per share amounts)

Sale of U.S. Document Destruction business
Gains on available-for-sale equity and debt securities
Acquisition of controlling interests
Sale of former operating assets

Full Year 2011

Operating
Profit

(6.7)
-
(2.5)
(0.5)
(9.7)

EPS

(0.09)
(0.05)
(0.05)
(0.01)
(0.20)

(b) To eliminate employee benefit settlement loss related to Mexico. Portions of Brink’s Mexican subsidiaries’ accrued employee termination benefit were paid in

the second and third quarters of 2011. The employee termination benefit is accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits.
Accordingly, the severance payments resulted in settlement losses.

(c) To eliminate the costs related to the retirement of the former chief executive officer.
(d) To eliminate expenses related to U.S. retirement liabilities.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

(In millions, except for per share amounts)

GAAP Basis

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Remeasure
Venezuelan
Net Monetary
Assets
(c)

U.S.
Retirement
Plans
(d)

U.S.
Healthcare
Legislation
Tax Charge
(e)

Royalty
(b)

Non-GAAP
Basis

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

(a) To eliminate

877.4
1,022.9
917.8
107.2
2,925.3

118.0
68.0
44.1
14.5
244.6
(62.6)
182.0

87.1
1.80

Full Year 2010

-
-
-
-
-

-
-
-
-
-
8.6
8.6

-
-
-
-
-

-
-
-
-
-
(4.9)
(4.9)

-
-
-
-
-

3.2
-
-
-
3.2
-
3.2

5.6
0.12

(3.0)
(0.06)

2.0
0.04

-
-
-
-
-

-
-
(1.0)
-
(1.0)
22.7
21.7

13.5
0.28

-
-
-
-
-

-
-
-
-
-
-
-

877.4
1,022.9
917.8
107.2
2,925.3

121.2
68.0
43.1
14.5
246.8
(36.2)
210.6

13.7
0.29

118.9
2.46

 Loss recognized related to acquisition of controlling interest in subsidiary previously accounted for as cost method investment and bargain purchase gain in

Mexico.

 Exchange of marketable equity securities.

(b) To eliminate royalty income from former home security business.
(c) To reverse remeasurement gains and losses in Venezuela. For accounting purposes, Venezuela is considered a highly inflationary economy. Under U.S. GAAP,

subsidiaries that operate in Venezuela record gains and losses in earnings for the remeasurement of bolivar denominated net monetary assets.

(d) To eliminate expenses related to U.S. retirement liabilities.
(e) To eliminate $13.7 million of tax expense related to the reversal of a deferred tax asset as a result of U.S. healthcare legislation.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)

(In millions, except for per share amounts)

Revenues:
Latin America
EMEA
North America
Asia Pacific

Revenues

Operating profit:
Latin America
EMEA
North America
Asia Pacific

Segment operating profit

Non-segment

Operating profit

Amounts attributable to Brink’s:
Income from continuing operations
Diluted EPS – continuing operations

Amounts may not add due to rounding.

GAAP
Basis

904.7
1,085.4
894.1
75.1
2,959.3

130.8
43.0
56.6
6.9
237.3
(46.6)
190.7

220.1
4.63

Gains and
Losses on
Acquisitions
and
Dispositions
(a)

Change to
Parallel Rate
(b)

Venezuelan
Currency
Losses
(c)

Royalty
(d)

U.S.
Retirement
Plans
(e)

Adjust
Income Tax
rate
(f)

Non-GAAP
Basis

-
-
-
-
-

-
-
-
-
-
(24.5)
(24.5)

(237.9)
-
-
-
(237.9)

(43.0)
-
-
-
(43.0)
-
(43.0)

Full Year 2009

-
-
-
-
-

4.5
-
-
-
4.5
22.5
27.0

-
-
-
-
-

-
-
-
-
-
(6.8)
(6.8)

-
-
-
-
-

-
-
(2.0)
-
(2.0)
20.7
18.7

-
-
-
-
-

-
-
-
-
-
-
-

(20.8)
(0.43)

(23.2)
(0.49)

25.2
0.53

(4.3)
(0.09)

11.7
0.25

(117.6)
(2.48)

666.8
1,085.4
894.1
75.1
2,721.4

92.3
43.0
54.6
6.9
196.8
(34.7)
162.1

91.1
1.92

(a) To eliminate gains related to acquisitions of controlling interests in subsidiaries previously accounted for as equity method investments as well as gains on sales of

property and assets of former operations.

(b) To reduce revenues and segment operating income to reflect the 2009 results of Venezuelan subsidiaries had they been translated using the parallel currency

exchange rate in effect at the time. The average parallel exchange rate used for the non-GAAP full-year earnings was 6.00 bolivars to the U.S. dollar, compared
to an average rate of 2.21 bolivars to the U.S. dollar that was used for the GAAP financial statements. The official rate of 2.15 bolivars to the U.S. dollar was
used for translation of Venezuela for most of 2009 until the parallel rate was adopted during December 2009. The use of the weaker rate to translate 2009’s non-
GAAP revenues and earnings of the Venezuelan subsidiaries decreased each measure by 63%.

(c) To eliminate currency losses incurred in Venezuela related to increases in cash held in U.S. dollars by Venezuelan subsidiaries. These losses would not have been

incurred had the operations been translated at the parallel rate.
(d) To eliminate royalty income from former home security business.
(e) To eliminate expenses related to U.S. retirement plans.
(f) The full-year 2009 non-GAAP tax expense excludes $118 million of income tax benefits related to the reduction in the amount of valuation allowance needed for
U.S. deferred tax assets as a result of improved investments in retirement plans and improved credit markets as well as the tax effect of the other pretax non-
GAAP adjustments. The full-year non-GAAP effective income tax rate for 2009 was 32.2%.

Foreign Operations

We currently serve customers in more than 100 countries, including 43 countries where we operate subsidiaries.

We are subject to risks customarily associated with doing business in foreign countries, including labor and economic conditions, political
instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local
governments. Changes in the political or economic environments in the countries in which we operate could have a material adverse effect on
our business, financial condition and results of operations. The future effects, if any, of these risks are unknown.

Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars,
they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Brink’s Venezuela is subject to local laws and
regulatory interpretations that determine the exchange rate at which repatriating dividends may be converted and Brink’s Argentina may in the
future be subject to similar restrictions. See Application of Critical Accounting Policies—Foreign Currency Translation on page 65 for a
description of our accounting methods and assumptions used to include our Venezuelan operation in our consolidated financial statements, and
a description of the accounting for subsidiaries operating in highly inflationary economies.

Changes in exchange rates may also affect transactions which are denominated in currencies other than the functional currency. From time to
time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies, as discussed in Item
7A on page 67. At December 31, 2013, the notional value of our shorter term outstanding foreign currency contracts was $46.1 million with
average contract maturities of approximately 1 month. These shorter term foreign currency contracts primarily offset exposures in the Mexican
peso and the euro. Additionally, these shorter term contracts are not designated as hedges for accounting purposes, and accordingly, changes in
their fair value are recorded immediately in earnings. We recognized losses of $0.4 million on these foreign currency contracts in 2013. At
December 31, 2013, the fair value of these outstanding foreign currency contracts was not significant.

We also have a longer term cross currency swap contract to hedge exposure in Brazilian real which is designated as a cash flow hedge for
accounting purposes. At December 31, 2013, the notional value of this longer term contract was $21.2 million with a weighted average
maturity of 2.5 years. We recognized net gains of $2.3 million on this contract, of which gains of $3.3 million were included in other operating
income (expense) to offset transaction losses of $3.3 million and expenses of $1.0 million were included in interest and other income (expense)
in 2013. At December 31, 2013 the fair value of the longer term cross currency swap contract was $3.7 million, of which $4.7 million is
included in other assets and $1.0 million is included in accrued liabilities on the consolidated balance sheet.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Over the last three years, we have used cash generated from our continuing operations to






invest in the infrastructure of our business (new facilities, cash sorting and other equipment for our Cash Management Services
operations, armored trucks, CompuSafe® units, and customer-facing and back-office information technology) ($539 million),
acquire businesses and noncontrolling interests in subsidiaries ($79 million), and
pay dividends ($57 million).

We entered into a new master lease agreement in late 2009 to finance the acquisition of new armored vehicles in the U.S. Vehicles acquired
under the 2009 lease agreement have been accounted for as capital leases. Vehicles acquired under the previous master lease agreement were
accounted for as operating leases.

Outlook

 We expect our capital expenditures in 2014 to approximate the amounts spent in 2013 as we continue to reduce maintenance
capital spending through efficiency projects and reallocate more of our spending to growth and productivity initiatives.

 We are required to contribute $26 million to our primary U.S. pension plan in 2014. Based on current assumptions, we expect to

make contributions to the plan totalling $110 million during 2014-2018.

 We continue to consider acquisition opportunities in the secure transportation and Cash Management Services industry and in

adjacent security markets. We may use our cash from operations and borrowings to fund these acquisitions.

Operating Activities

(In millions)

Years Ended December 31,
2012

2011

2013

$ change

2013

2012

Cash flows from operating activities
Non-GAAP basis

Increase (decrease) in certain customer obligations(a)

Discontinued operations(b)

GAAP basis

205.9
(9.8)
5.4
201.5

239.7
15.7
(4.9)
250.5

262.1 $
(11.7)
(3.4)
247.0

(33.8)
(25.5)
10.3
(49.0)

(22.4)
27.4
(1.5)
3.5

(a) To eliminate the change in the balance of customer obligations related to cash received and processed in certain of our secure Cash Management Services
operations. The title to this cash transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we
do not consider it as available for general corporate purposes in the management of our liquidity and capital resources.

(b) To eliminate cash flows related to our discontinued operations.

Non-GAAP cash flows from operating activities are supplemental financial measures that are not required by, or presented in accordance with
GAAP. The purpose of the non-GAAP cash flows from operating activities is to report financial information excluding the impact of cash
received and processed in certain of our secure Cash Management Services operations, without cash flows from discontinued operations. We
believe these measures are helpful in assessing cash flows from operations, enable period-to-period comparability and are useful in predicting
future operating cash flows. Non-GAAP cash flows from operating activities should not be considered as an alternative to cash flows from
operating activities determined in accordance with GAAP and should be read in conjunction with our consolidated statements of cash flows.

2013 versus 2012
GAAP
Operating cash flows decreased by $49.0 million in 2013 compared to the same period in 2012. The decrease was primarily due to a $25.5
million decrease in cash held for customers in certain of our secure Cash Management Services operations, $19.3 million in proceeds from the
sale of value-added tax receivables in Venezuela in 2012, an increase in cash used to fund working capital needs, and lower income from
continuing operations, partially offset by $11.6 million cash paid to our former CEO in 2012 and a $10.3 million increase in operating cash
flow from discontinued operations.

Non-GAAP
Cash flows from operating activities decreased from 2012 by $33.8 million. This decrease was primarily due to $19.3 million in proceeds from
the sale of value-added tax receivables in Venezuela in 2012, lower income from continuing operations and changes in working capital,
partially offset by $11.6 million cash paid to our former CEO in 2012.

2012 versus 2011
GAAP
Operating cash flows increased by $3.5 million in 2012 compared to the same period in 2011. The increase was primarily due to a $27.4
million increase in cash held for customers in certain of our secure Cash Management Services operations and $19.3 million in proceeds from
the sale of value-added tax receivables in Venezuela. These increases were offset by a $13.4 million cash contribution to our U.S. pension
plan, the payment of $11.6 million in pension benefits to our former CEO, a customer loss that was paid in 2012 (with the related $10.5 million
insurance recovery collected in 2013), and a $9.5 million increase in income tax payments.

Non-GAAP
Cash flows from operating activities decreased from 2011 by $22.4 million. This decrease was primarily due to a $13.4 million cash
contribution to our U.S. pension plan, the payment of $11.6 million in pension benefits to our former CEO, a customer loss that was paid in
2012 (with the related $10.5 million insurance recovery collected in 2013), and a $9.5 million increase in income tax payments. These
decreases were partially offset by $19.3 million in proceeds from the sale of value-added tax receivables in Venezuela.

Investing Activities

(In millions)

Years Ended December 31,
2011
2012
2013

$ change

2013

2012

Cash flows from investing activities
Capital expenditures
Acquisitions
Proceeds from the sale of available-for-sale securities and other investments
Proceeds from the sale of property and equipment
Redemption of cash-surrender value of life insurance policies
Other
Discontinued operations

Investing activities

(177.7)
(18.1)
9.9
5.9
-
(0.5)
57.5
(123.0)

(177.9)
(17.2)
15.4
12.5
6.2
4.9
(11.2)
(167.3)

(183.7)
(3.0)
12.9
13.9
-
0.1
(12.0)
(171.8)

0.2
(0.9)
(5.5)
(6.6)
(6.2)
(5.4)
68.7
44.3

5.8
(14.2)
2.5
(1.4)
6.2
4.8
0.8
4.5

Cash used by investing activities decreased by $44.3 million in 2013 versus 2012 primarily due to proceeds from the sale of discontinued
operations, including Threshold Financial Technologies Inc. ($43.8 million net proceeds), ICD Limited ($30.2 million net proceeds), less the
amount paid to the buyer of our German CIT operations ($13.2 million net cash paid to purchaser). Cash flows from investing activities were
otherwise lower than 2012 due to a $6.6 million decrease in proceeds from the sale of property and equipment, $6.2 million in proceeds from
the redemption of life insurance policies in 2012 and a $5.5 million decrease in proceeds from the sale of available-for-sale securities and other
investments.

Cash used by investing activities decreased by $4.5 million in 2012 versus 2011 primarily due to a $5.8 million decrease in capital expenditures
and $6.2 million in proceeds from the redemption of life insurance policies. These items were offset by a $14.2 million increase in cash used
for business acquisitions as we acquired a logistics software provider in France in 2012.

Capital expenditures and depreciation and amortization were as follows:

(In millions)

Property and Equipment Acquired during the year

Outlook
2014

Years Ended December 31,
2011
2012
2013

$ change

2013

2012

Capital expenditures:
Latin America
EMEA
North America
Asia Pacific

Capital expenditures

Capital leases(b):
Latin America
EMEA
North America
Asia Pacific

Capital leases

Total:
Latin America
EMEA
North America
Asia Pacific
Total

Depreciation and amortization
Latin America
EMEA
North America
Asia Pacific

Depreciation and amortization

(a)
(a)
(a)
(a)
185 - 195

88.7
33.9
52.1
3.0
177.7

83.8
40.1
48.2
5.8
177.9

85.0
47.3
44.2
7.2
183.7

(a)
(a)
(a)
(a)
15

(a)
(a)
(a)
(a)
200 - 210

(a)
(a)
(a)
(a)
185 – 190

0.9
-
4.6
-
5.5

89.6
33.9
56.7
3.0
183.2

60.8
48.8
58.2
5.8
173.6

2.7
-
15.4
-
18.1

86.5
40.1
63.6
5.8
196.0

50.7
43.7
55.4
5.9
155.7

7.4
0.1
35.4
0.1
43.0

92.4
47.4
79.6
7.3
226.7

45.3
47.0
50.8
5.0
148.1

4.9
(6.2)
3.9
(2.8)
(0.2)

(1.8)
-
(10.8)
-
(12.6)

3.1
(6.2)
(6.9)
(2.8)
(12.8)

10.1
5.1
2.8
(0.1)
17.9

(1.2)
(7.2)
4.0
(1.4)
(5.8)

(4.7)
(0.1)
(20.0)
(0.1)
(24.9)

(5.9)
(7.3)
(16.0)
(1.5)
(30.7)

5.4
(3.3)
4.6
0.9
7.6

(a) Not provided.
(b) Represents the amount of property and equipment acquired using capital leases. Because the assets are acquired without using cash, the acquisitions are
not reflected in the consolidated cash flow statement. Amounts are provided here to assist in the comparison of assets acquired in the current year versus
prior years. Sale leaseback transactions are excluded from “Capital leases” in this table.

Since 2011, we have increased our spending on information technology to improve business process productivity, and we have reduced our
maintenance capital expenditures for vehicles and facilities while continuing to focus on safety and security. We continue to focus on
maximizing asset utilization and maintenance of capital expenditures which has enabled us to reduce our annual spend to a level more in line
with depreciation. Our reinvestment ratio, which we define as the annual amount of capital expenditures divided by the annual amount of
depreciation and amortization, was 1.1 in 2013, 1.3 in 2012, and 1.6 in 2011.

Capital expenditures in 2013 were primarily for new cash processing and security equipment, armored vehicles and information technology.
Capital expenditures in 2013 were relatively flat when compared to the same period in 2012, however total property and equipment acquired in
2013 was $12.8 million lower than the prior year. Total property and equipment acquired during 2014 is expected to be $200 million to $210
million.

Capital expenditures in 2012 were primarily for new cash processing and security equipment, armored vehicles and information technology.
Capital expenditures in 2012 were slightly lower when compared to 2011, however total property and equipment acquired in 2012 was $30.7
million lower than the prior year.

Financing Activities

Summary of Financing Activities

(In millions)

Cash provided (used) by financing activities
Borrowings and repayments:
Short-term debt
Long-term revolving credit facilities
Issuance of private placement notes
Other long-term debt
Borrowings (repayments)

Debt financing costs
Cash proceeds from sale-leaseback transactions
Dividends attributable to:
Shareholders of Brink’s
Noncontrolling interests in subsidiaries
Acquisition of noncontrolling interests in subsidiaries
Payment of acquisition-related obligation
Other
Discontinued operations
Cash flows from financing activities

2013

Years Ended December 31,
2012

2011

60.5
13.8
-
(23.5)
50.8

(0.1)
-

(19.2)
(6.0)
(18.5)
(12.8)
2.3
(2.5)
(6.0)

3.3
(4.5)
-
(20.0)
(21.2)

(1.5)
-

(19.0)
(13.0)
(9.4)
-
(3.7)
(0.2)
(68.0)

(7.2)
(107.0)
100.0
(29.3)
(43.5)

(0.6)
17.6

(18.7)
(16.1)
-
-
4.3
(10.2)
(67.2)

Debt borrowings and repayments
In 2013, cash used by financing activities decreased by $62.0 million versus 2012 as we increased short-term debt and borrowed from our
revolving credit facilities. The increase in net borrowings was partially offset by an increase in payments related to acquisitions ($21.9 million)
in 2013. In 2012 and 2011, we repaid a portion of our debt as cash flows from operating activities exceeded the net cash used by our investing
activities.

Common stock
We contributed $9 million in newly issued common stock to our primary U.S. pension plan in 2012. Because the contribution did not involve
cash, the transaction is not included in our consolidated statements of cash flows.

Dividends
We paid dividends to Brink’s shareholders of $0.10 per share in each of the last 12 quarters. Future dividends are dependent on our earnings,
financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the board of directors.

Capitalization

We use a combination of debt, leases and equity to capitalize our operations.

Tight credit markets in late 2008 and early 2009 resulted in unreliable credit availability under our U.S. armored vehicle master lease
agreement and volatile pricing. As a result, from March 2009 to late 2009, we purchased vehicles with cash borrowed under our committed
credit facilities instead of leasing. In late 2009 as credit markets stabilized, we began to lease vehicles under a new master agreement.
Vehicles acquired under the 2009 master lease agreement are accounted for as capital leases. Vehicles acquired under the previous lease
agreement are accounted for as operating leases based on terms of that agreement. We expect to continue financing new vehicles in the U.S.
using capital leases.

As of December 31, 2013, debt as a percentage of capitalization (defined as total debt and equity) was 36% compared to 40% at December 31,
2012. The decrease resulted mainly from a higher equity balance compared to the end of 2013. Equity increased primarily as a result of a
decrease in the accumulated other comprehensive loss related to retirement benefit plans in 2013.

Summary of Debt, Equity and Other Liquidity Information

(In millions)
Debt:
Revolving Facility
Private Placement Notes
Capital leases
Dominion Terminal Associates bonds
Multi-currency revolving facilities
2012 Credit Facility
Letter of Credit Facilities
Other

Debt

Total equity

Amount available
under credit facilities

December 31,
2013

359.4
-
-
-
46.1
13.5
70.0
-
489.0

Outstanding balance
December 31,

2013

2012

$ change(a)

120.6
100.0
76.4
43.2
6.2
11.0
-
78.6
436.0

107.2
100.0
91.3
43.2
10.2
3.8
-
33.6
389.3

779.5

576.8

13.4
-
(14.9)
-
(4.0)
7.2
-
45.0
46.7

202.7

(a)

In addition to cash borrowings and repayments, the change in the debt balance also includes changes in currency exchange rates.

Reconciliation of Net Debt to U.S. GAAP Measures

(In millions)

Debt:
Short-term debt
Long-term debt

Total Debt

Less:
Cash and cash equivalents
Amounts held by Cash Management Services operations(a)

Cash and cash equivalents available for general corporate purposes

Net Debt

December 31,

2013

2012

$ change

80.9
355.1
436.0

255.5
(31.3)
224.2

211.8

26.7
362.6
389.3

201.7
(44.0)
157.7

231.6

54.2
(7.5)
46.7

53.8
12.7
66.5

(19.8)

(a)

Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is
generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our
liquidity and capital resources and in our computation of Net Debt.

Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP. We use Net Debt as a
measure of our financial leverage. We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net
Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our
consolidated balance sheets. Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most
directly comparable financial measure calculated and reported in accordance with GAAP, as of December 31, 2013, and December 31, 2012.
Net Debt excluding cash and debt in Venezuelan operations was $306 million at December 31, 2013, and $280 million at December 31, 2012.

Net Debt at the end of 2013 decreased by $20 million compared to Net Debt at the end of 2012 primarily due to positive operating cash flows
exceeding cash used for capital expenditures, business acquisitions and for the payment of dividends. A significant portion of the improvement
in Net Debt related to cash generation in Venezuela (see Liquidity Needs below). Net Debt without Venezuela increased $26 million because
cash flows from operations excluding Venezuela did not exceed cash used for capital expenditures, business acquisitions and for the payment
of dividends (each excluding Venezuela).

Liquidity Needs
Our operating liquidity needs are typically financed by cash from operations, short-term debt and the Revolving Facility (our debt facilities are
described below). We have certain limitations and considerations related to the cash and borrowing capacity that are reported in our
consolidated financial statements. Based on our current cash on hand, amounts available under our credit facilities and current projections of
cash flows from operations, we believe that we will be able to meet our liquidity needs for more than the next twelve months.

Limitations on dividends from foreign subsidiaries. A significant portion of our operations are outside the U.S. which may make it difficult to
repatriate additional cash for use in the U.S. See Item 1A., Risk Factors, for more information on the risks associated with having businesses
outside the U.S.

Incremental taxes. Of the $256 million of cash and cash equivalents at December 31, 2013, approximately $226 million is held by subsidiaries
that we consider to be permanently invested and for which we do not expect to repatriate to the U.S. If we decided to repatriate this cash to the
U.S., we may have to accrue and pay additional income taxes. Given the number of foreign operations and the complexities of the tax law, it is
not practical to estimate the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation
occurred.

Venezuela. The Venezuelan government has currency restrictions that limit our ability to obtain U.S. dollars to operate our local business and
to repatriate cash. The inability to repatriate cash from Venezuela limits our ability to use funds earned in Venezuela for general corporate
purposes in the U.S. and elsewhere, including reducing our debt. We believe that the currency exchange rate we use to measure our
Venezuelan financial information is likely to be devalued in the future, which would reduce the amount of reported cash on our balance sheet.
At December 31, 2013, our Venezuelan subsidiaries held $0.5 million of cash and short-term investments denominated in U.S. dollars and we
held $93.8 million of cash and cash equivalents denominated in bolivars.

Argentina. The Argentinean government has, from time-to-time, imposed limits on the exchange of local pesos into U.S. dollars. As a result,
we have elected in the past and may elect in the future to repatriate cash from Argentina using alternative legal methods, which may result in
less favorable exchange rates. We have $10.9 million in cash held in Argentinean pesos at December 31, 2013.

Pension contributions. We have a significantly underfunded U.S. pension plan that will be required to be funded in the future. We currently
expect to be able to fund pension contributions in the future with cash from operations and borrowings. Estimated future contributions to our
primary U.S. pension plan total $109.5 million based on current assumptions including $25.9 million to be paid in 2014.

Debt
We have a $480 million unsecured revolving bank credit facility (the “Revolving Facility”) that matures in January 2017. The Revolving
Facility’s interest rate is based on LIBOR plus a margin, alternate base rate plus a margin, or competitive bid. The Revolving Facility allows
us to borrow or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of December 31,
2013, $359 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility as of December 31, 2013,
were denominated primarily in U.S. dollars and to a lesser extent in euros.

The margin on LIBOR borrowings under the Revolving Facility, which can range from 0.9% to 1.575% depending on our credit rating, was
1.40% at December 31, 2013. The margin on alternate base rate borrowings under the Revolving Facility can range from 0.0% to 0.575%. We
also pay an annual facility fee on the Revolving Facility based on our credit rating. The facility fee can range from 0.10% to 0.30 % and was
0.225% at December 31, 2013.

We have $100 million in unsecured notes through a private placement debt transaction (the “Notes”). The Notes comprise $50 million in series
A notes with a fixed interest rate of 4.57% and $50 million in series B notes with a fixed interest rate of 5.20%. The Notes are due in January
2021 with principal payments under the series A notes to begin in January 2015.

We have three unsecured multi-currency revolving bank credit facilities with a total of $73 million in available credit, of which approximately
$46 million was available at December 31, 2013. A $20 million facility expires in May 2014, a $30 million facility expires in October 2014,
and a $23 million facility expires in December 2015. Interest on these facilities is based on LIBOR plus a margin. The margin ranges from
0.9% to 2.125%. We also have the ability to borrow from other banks, at the banks’ discretion, under short-term uncommitted agreements.
Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

We have a $24 million unsecured committed credit facility that expires in April 2014. Interest on this facility is based on LIBOR plus a
margin, which ranges from 1.20% to 1.575%. As of December 31, 2013, $14 million was available under the facility.

December 2015. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and
bank guarantees.

The Revolving Facility, the Notes, the unsecured multi-currency revolving bank credit facilities, the unsecured committed credit facility and
the letter of credit facilities contain subsidiary guarantees and various financial and other covenants. The financial covenants, among other
things, limit our total indebtedness, limit priority debt, limit asset sales, limit the use of proceeds from asset sales and provide for minimum
coverage of interest costs. The credit agreements do not provide for the acceleration of payments should our credit rating be reduced. If we
were not to comply with the terms of our various credit agreements, the repayment terms could be accelerated and the commitments could be
withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other
loan agreements. We were in compliance with all financial covenants at December 31, 2013.

We have $43 million of bonds issued by the Peninsula Ports Authority of Virginia recorded as debt on our balance sheet. Although we are not
the primary obligor of the debt, we have guaranteed the debt and we believe that we will ultimately pay this obligation. The guarantee
originated as part of a former interest in Dominion Terminal Associates, a deep water coal terminal. We continue to pay interest on the debt.
The bonds bear a fixed interest rate of 6.0% and mature in 2033. The bonds may mature prior to 2033 upon the occurrence of specified events
such as the determination that the bonds are taxable or if we fail to abide by the terms of the guarantee.

Equity
Common Stock
At December 31, 2013, we had 100 million shares of common stock authorized and 48.4 million shares issued and outstanding.

On February 28, 2012, we filed a shelf registration statement under Form S-3ASR with the SEC for $150 million of our common stock. Under
this shelf registration, we are able to issue up to $150 million of new common stock. On March 6, 2012, we issued 361,446 shares of our
common stock and contributed the shares to our primary U.S. pension plan. Sales of these shares by the pension plan are covered under our
shelf registration statement. The common stock was valued for purposes of the contribution at $24.90 per share, or $9 million in the aggregate,
which reflected a 2.4% discount from the $25.51 per share closing share price of our common stock on March 5, 2012.

Preferred Stock
At December 31, 2013, we had the authority to issue up to 2.0 million shares of preferred stock, par value $10 per share.

Off Balance Sheet Arrangements

We have operating leases that are described in the notes to the consolidated financial statements. We use operating leases to lower our cost of
financings. We believe that operating leases are an important component of our capital structure.

Contractual Obligations

The following table reflects our contractual obligations as of December 31, 2013.

(In millions)

2014

2015

2016

2017

2018

Later
Years

Total

Estimated Payments Due by Period

Contractual obligations:
Long-term debt obligations
Capital lease obligations
Operating lease obligations
Purchase obligations
Other long-term liabilities reflected on the
Company’s balance sheet under GAAP:
Primary U.S. pension plan
Other retirement obligations:
UMWA plans
Black lung and other plans
Workers compensation and other claims
Uncertain tax positions
Other
Total

4.1
20.5
81.5
14.4

13.7
20.7
65.3
2.3

9.1
13.7
48.7
1.4

129.7
10.4
22.0
1.3

25.9

28.9

31.6

18.7

-
5.7
24.3
1.7
0.8
178.9

-
5.3
8.9
-
0.8
145.9

-
5.1
5.6
-
0.8
116.0

-
4.8
3.5
-
0.8
191.2

7.1
6.4
15.9
1.3

4.4

-
4.5
3.7
-
0.8
44.1

115.0
4.7
43.0
-

278.7
76.4
276.4
20.7

109.5

238.5
52.9
20.4
-
10.4
484.9

238.5
78.3
66.4
1.7
14.4
1,161.0

U.S. Pension Plans
Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and are not provided to employees hired after 2005 or
to those covered by a collective bargaining agreement. There are approximately 19,800 beneficiaries in the plans. We made cash contributions
totaling $13.0 million to the primary U.S. pension plan in 2013.

Federal legislation titled Moving Ahead for Progress in the 21st Century (“MAP-21”) was passed in July 2012. MAP-21 effectively raises the
discount rates used to determine our primary U.S. pension plan’s benefit liability for funding purposes and has the effect of spreading the
expected funding requirements for the pension plan over a longer period of time.

Based on current assumptions, including the provisions of this legislation, we expect to make contributions totaling $109.5 million from 2014
to 2018.

UMWA Plans
Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee
Benefit Plan for UMWA Represented Employees. There are approximately 4,100 beneficiaries in the UMWA plans. The company does not
expect to make additional contributions to these plans until 2033 based on actuarial assumptions.

Black Lung
Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their
dependents for claims filed and approved after June 30, 1973. There are approximately 710 black lung beneficiaries.

Other
We have a plan that provides retirement healthcare benefits to certain eligible salaried employees. Benefits under this plan are not indexed for
inflation.

Assumptions for U.S. Retirement Obligations
We have made various assumptions to estimate the amount of payments to be made in the future. The most significant assumptions include:

Investment returns of plan assets

 Changing discount rates and other assumptions in effect at measurement dates (normally December 31)

 Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)
 Mortality rates
 Change in laws

The Contractual Obligations table above represents payments projected to be paid with our corporate funds and does not represent payments
projected to be made to beneficiaries with retirement plan assets.

Funded Status of U.S. Retirement Plans

(In millions)

U.S. pension plans
Beginning funded status
Net periodic pension credit(a)
Payment from Brink’s:

Primary U.S. pension plan

Other U.S. pension plan
Benefit plan experience gain
Ending funded status

UMWA plans
Beginning funded status
Net periodic postretirement credit(a)
Prior service credit
Benefit plan experience gain
Other
Ending funded status

Black lung and other plans
Beginning funded status
Net periodic postretirement cost(a)
Payment from Brink’s
Other
Ending funded status

Actual

2013

2014

2015

Projected
2016

2017

2018

(275.0)
14.7

13.0
1.1
123.1
(123.1)

(256.6)
1.1
55.7
56.7
1.0
(142.1)

(48.8)
(1.7)
6.9
(0.7)
(44.3)

(123.1)
16.1

25.9
0.8
2.5
(77.8)

(142.1)
2.8
-
-
-
(139.3)

(44.3)
(1.9)
4.9
-
(41.3)

(77.8)
20.5

28.9
0.8
1.8
(25.8)

(139.3)
2.7
-
-
-
(136.6)

(41.3)
(1.7)
4.5
-
(38.5)

(25.8)
25.0

31.6
0.8
1.5
33.1

(136.6)
2.4
-
-
-
(134.2)

(38.5)
(1.6)
4.3
-
(35.8)

33.1
30.2

18.7
0.8
0.3
83.1

(134.2)
2.1
-
-
-
(132.1)

(35.8)
(1.5)
4.0
-
(33.3)

83.1
33.7

4.4
0.8
-
122.0

(132.1)
1.8
-
-
-
(130.3)

(33.3)
(1.4)
3.7
-
(31.0)

(a) Excludes amounts reclassified from accumulated other comprehensive income (loss).

Summary of Total Expenses Related to All U.S. Retirement Liabilities

This table summarizes actual and projected expense (income) related to U.S. retirement liabilities. Most expenses are allocated to non-segment
results, with the balance allocated to North American segment operations.

(In millions)

U.S. pension plans
UMWA plans
Black lung and other plans

Total

Amounts allocated to:

North American segment
Non-segment
Total

Actual

2013

2014

2015

Projected
2016

2017

2018

30.5
18.5
3.9
52.9

11.6
41.3
52.9

12.8
7.2
4.0
24.0

4.6
19.4
24.0

4.0
6.8
3.8
14.6

1.2
13.4
14.6

(3.8)
6.4
3.7
6.3

(1.8)
8.1
6.3

(12.9)
6.0
3.6
(3.3)

(5.3)
2.0
(3.3)

(19.4)
5.8
2.9
(10.7)

(7.8)
(2.9)
(10.7)

Summary of Total Payments from U.S. Plans to Participants

This table summarizes actual and estimated payments from the plans to participants.

(In millions)

Actual

2013

2014

2015

Projected
2016

2017

2018

Payments from U.S. Plans to participants
U.S. pension plans
UMWA plans
Black lung and other plans

Total

44.1
31.1
6.9
82.1

47.7
31.5
4.9
84.1

48.9
31.9
4.5
85.3

50.0
31.5
4.3
85.8

51.5
31.3
4.0
86.8

53.1
32.9
3.7
89.7

Summary of Total Payments from Brink’s to U.S. Plans

This table summarizes actual and estimated payments from Brink’s to U.S. retirement plans.

Projected Payments to Plans from Brink's

Projected Funded Status

Primary
U.S.
Pension
Plan

Other U.S.
Pension
Plan

UMWA
Plans

Black
Lung and
Other
Plans

Total

Primary
U.S.
Pension
Plan

Black
Lung and
Other
Plans

UMWA
Plans

Total

25.9
28.9
31.6
18.7
4.4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

109.5

0.8
0.8
0.8
0.8
0.8
1.4
0.8
0.6
0.6
0.6
0.6
0.5
0.5
0.5
0.4
0.4
0.4
0.3
0.3
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.2
0.2
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
-
-
-
-
-
-
-
-
-
-
15.0

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6.0
18.2
17.5
16.7
15.9
15.2
14.4
13.6
12.7
11.7
10.9
9.8
8.9
8.1
7.3
6.6
5.9
5.2
4.6
4.0
3.5
3.1
2.7
2.3
2.0
1.7
1.5
1.3
7.2
238.5

4.9
4.5
4.3
4.0
3.7
3.5
3.2
3.0
2.8
2.6
2.5
2.3
2.1
2.0
1.8
1.7
1.4
1.3
1.2
1.2
1.0
1.0
0.9
0.7
0.7
0.6
0.5
0.5
0.4
0.4
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
0.1
-
-
63.3

31.6
34.2
36.7
23.5
8.9
4.9
4.0
3.6
3.4
3.2
3.1
2.8
2.6
2.5
2.2
2.1
1.8
1.6
1.5
7.5
19.5
18.8
17.8
16.8
16.1
15.2
14.3
13.4
12.2
11.4
10.2
9.3
8.5
7.6
6.9
6.2
5.5
4.8
4.1
3.6
3.2
2.8
2.4
2.1
1.8
1.6
1.3
7.2
426.3

(67.6)
(16.0)
42.6
92.2
130.7
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)

(139.3)
(136.6)
(134.2)
(132.1)
(130.3)
(128.9)
(128.0)
(127.4)
(127.4)
(127.9)
(128.9)
(130.4)
(132.5)
(135.1)
(138.5)
(142.5)
(147.3)
(132.9)

(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)

(51.5)
(48.3)
(45.3)
(42.4)
(39.7)
(36.4)
(33.8)
(31.4)
(29.2)
(27.1)
(25.2)
(23.5)
(21.9)
(20.3)
(18.9)
(17.6)
(16.4)
(15.4)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)

(258.4)
(200.9)
(136.9)
(82.3)
(39.3)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)
(a)

(In millions)

Projected payments
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
2057
2058
2059
2060
2061 and thereafter
Total projected payments

(a)

Information not provided.

The amounts in the tables above are based on a variety of estimates, including actuarial assumptions as of December 31, 2013. The estimated
amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates. Actual
amounts could differ materially from the estimated amounts.

Discounted Cash Flows at Plan Discount Rates – Reconciled to Liability Amounts Reported under U.S. GAAP

(In millions)

Funded status of U.S. retirement plans – GAAP
Present value of projected earnings of plan assets(a)
Discounted cash flows at plan discount rates – Non-GAAP

Plan discount rate
Expected return of assets

Primary U.S. Pension
Plan(b)

UMWA Plans(c)

Other Unfunded U.S.
Plans

Total

December 31, 2013

112.5
(16.0)
96.5

5.00%
8.00%

142.1
(77.0)
65.1

4.70%
8.25%

54.9
-
54.9

309.5
(93.0)
216.5

(a) Under GAAP, the funded status of a benefit plan is reduced by the fair market value of plan assets at the balance sheet date, and the present value of the
projected earnings on plan assets does not reduce the funded status at the balance sheet date. The non-GAAP measure presented above additionally
reduces the funded status as computed under GAAP by the present value of projected earnings of plan assets using the expected return on asset
assumptions of the respective plan.

(b) For the primary U.S. pension plan, we are required by ERISA regulations to maintain minimum funding levels, and as a result, we estimate we will be
required to make minimum required contributions from 2014 to 2018. We have estimated that we will achieve the required funded ratio after the 2018
contribution.

(c) There are no minimum funding requirements for the UMWA plans because they are not covered by ERISA funding regulations. Using assumptions at the

end of 2013, we project that the plan assets plus expected earnings on those investments will cover the benefit payments for these plans until 2033. We
project that Brink’s will be required to contribute cash to the plan beginning in 2033 to pay beneficiaries.

Discounted cash flows at plan discount rates are supplemental financial measures that are not required by, or presented in accordance with
GAAP. The purpose of the discounted cash flows at plan discount rate is to present our retirement obligations after giving effect to the benefit
of earning a return on plan assets. We believe this measure is helpful in assessing the present value of future funding requirements of the
company in order to meet plan benefit obligations. Discounted cash flows at plan discount rates should not be considered as an alternative to
the funded status of the U.S. retirement plans at December 31, 2013, as determined in accordance with GAAP and should be read in
conjunction with our consolidated balance sheets.

Contingent Matters

On June 19, 2008, a lawsuit captioned Del Valle Gurria S.C. v. Servicio Pan Americano de Protección, S.A. de C.V. was filed with the Twenty-
third Civil Judge in the Federal District in Mexico (the “Court”) against Servicio Pan American de Proteccion, S.A. de C.V. (SERPAPROSA),
the Mexico subsidiary that we acquired in November 2010. The plaintiff claims it is owed legal fees and corresponding value-added tax (VAT),
interest and expenses related to its legal representation of SERPAPROSA in connection with tax audits conducted to the 1991, 1992 and 1994
fiscal years. On October 28, 2010, the Court issued a decision in favor of SERPAPROSA in part and the plaintiff in part, ordering
SERPAPROSA to pay the plaintiff $0.4 million for its previous representation of SERPAPROSA. Between November 2010 and October
2013, the judgment was subject to multiple appeals by both parties to the Fifth Civil Court of Appeal of the Federal District in Mexico (the
“Fifth Civil Court of Appeal”) and to the First Civil Collegiate Tribunal of the First Circuit in Mexico (the “First Civil Collegiate Tribunal”),
and was remanded twice to the Court for determination of the fees to be paid to the plaintiff. On December 6, 2013, the Fifth Civil Court of
Appeal issued a decision in favor of the plaintiff, modifying the lower court’s ruling and ordering SERPAPROSA to pay the plaintiff $7.4
million plus VAT and interest for its previous representation of SERPAPROSA. SERPAPROSA filed a constitutional injunction on January
20, 2014 with the First Civil Collegiate Tribunal. The Company has accrued $3.1 million, reflecting the Company’s best estimate of exposure,
although additional reasonably possible losses could be up to $10 million, based on currency exchange rates at December 31, 2013. The
ultimate resolution of this matter is unknown and the estimated liability may change in the future. The Company denies the allegations asserted
by the plaintiff and is vigorously defending itself in this matter.

In addition, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or
range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except
as otherwise noted, we do not believe that the ultimate disposition of any of the lawsuits currently pending against the Company should have a
material adverse effect on our liquidity, financial position or results of operations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The application of accounting principles requires the use of assumptions, estimates and judgments. We make assumptions, estimates and
judgments based on, among other things, knowledge of operations, markets, historical trends and likely future changes, similarly situated
businesses and, when appropriate, the opinions of advisors with relevant knowledge and experience. Reported results could have been
materially different had we used a different set of assumptions, estimates and judgments.

Deferred Tax Asset Valuation Allowance

Deferred tax assets result primarily from net operating losses and the net tax effects of temporary differences between the carrying amount of
assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates.

Accounting Policies
We establish valuation allowances in accordance with FASB ASC Topic 740, Income Taxes, when we estimate it is not more likely than not
that a deferred tax asset will be realized. We decide to record valuation allowances primarily based on an assessment of historical earnings and
future taxable income that incorporates prudent, feasible tax-planning strategies. We assess deferred tax assets on an individual jurisdiction
basis. Changes in tax statutes, the timing of deductibility of expenses or expectations for future performance could result in material
adjustments to our valuation allowances, which would increase or decrease tax expense. Our valuation allowances are as follows.

Valuation Allowances

(In millions)

U.S.
Non-U.S.
Total

Application of Accounting Policies

U.S. Deferred Tax Assets

December 31,

2013

2012

16.7
15.7
32.4

8.2
39.2
47.4

We have $303 million of net deferred tax assets at December 31, 2013, of which $242 million related to U.S. jurisdictions. The net deferred
tax asset in the U.S. reduced from $363 million in 2012 primarily due to lower accruals for pension and retiree medical obligations as a result
of actuarial gains and the realization of some of the benefits as a result of taxable gains on the sale of businesses and implementation of the
employer group waiver plan (“EGWP”). There were no significant changes to our U.S. valuation allowances in 2013.

We used various estimates and assumptions to evaluate the need for the valuation allowance in the U.S. These included






projected revenues and operating income for our U.S. entities,
projected royalties and management fees paid to U.S. entities from subsidiaries outside the U.S.,
estimated required contributions to our U.S. retirement plans, and
interest rates on projected U.S. borrowings.

For our projections of future U.S. taxable earnings, we assumed that our U.S. operation’s margins improve to 7% by 2017 with revenue
growing between 0% and 2% per year. Had we used different assumptions, we might have made different conclusions about the need for
valuation allowances. For example, using different assumptions in 2013 and 2012 we might have concluded that we require a valuation
allowance offsetting our U.S. deferred tax assets at the end of either or both 2013 and 2012.

Non-U.S. Deferred Tax Assets

We changed our judgment about the need for valuation allowances for deferred tax assets in certain non-U.S. jurisdictions as a result of
improvements in operating results and an improved outlook about the future operating performance in those jurisdictions. As a result, we
reversed $0.2 million of valuation allowances in 2013 and $0.9 million of valuation allowances in 2012 through continuing operations.

Goodwill, Other Intangible Assets and Property and Equipment Valuations

Accounting Policies

At December 31, 2013, we had property and equipment of $758.7 million, goodwill of $240.2 million and other intangible assets of $46.3
million, net of accumulated depreciation and amortization. We review these assets for possible impairment using the guidance in FASB ASC
Topic 350, Intangibles - Goodwill and Other, for goodwill and other intangible assets and FASB ASC Topic 360, Property, Plant and
Equipment, for property and equipment. Our review for impairment requires the use of significant judgments about the future performance of
our operating subsidiaries. Due to the many variables inherent in the estimates of the fair value of these assets, differences in assumptions could
have a material effect on the impairment analyses.

Application of Accounting Policies

Goodwill
We review goodwill for impairment annually and whenever events or circumstances make it more likely than not that impairment may have
occurred. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets
and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

Under U.S. GAAP, the annual impairment test may be either a quantitative test or a qualitative assessment. The qualitative assessment can be
performed in order to determine whether facts and circumstances support a determination that reporting unit fair values are greater than their
carrying values.

For 2013, we elected to bypass the optional qualitative assessment and we performed a quantitative goodwill impairment test instead. We
estimated the fair value of each reporting unit using projections of cash flows and compared to its carrying value. We completed the annual
goodwill impairment test as of October 1, 2013, and concluded that the fair value of each reporting unit substantially exceeded its carrying
value.

Finite-lived Intangible Assets and Property and Equipment
We review finite-lived intangible assets and property and equipment for impairment whenever events or changes in circumstances indicate that
the related carrying amounts may not be recoverable. For purposes of assessing impairment, assets are grouped at the lowest levels for which
there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. To determine whether impairment has
occurred, we compare estimates of the future undiscounted net cash flows of groups of assets to their carrying value.

Estimates of Future Cash Flows
We made significant assumptions when preparing financial projections of free cash flow used in our impairment analyses, including
assumptions of future results of operations, capital requirements, income taxes, long-term growth rates for determining terminal value, and
discount rates. Our results may have been different if we had used different assumptions.

Retirement and Postemployment Benefit Obligations

We provide benefits through defined benefit pension plans and retiree medical benefit plans and under statutory requirements.

Accounting Policy

We account for pension and other retirement benefit obligations under FASB ASC Topic 715, Compensation – Retirement Benefits. We
account for postemployment benefit obligations, including workers’ compensation obligations, under FASB ASC Topic 712, Compensation –
Nonretirement Postemployment Benefits.

To account for these benefits, we make assumptions of expected return on assets, discount rates, inflation, demographic factors and changes in
the laws and regulations covering the benefit obligations. Because of the inherent volatility of these items and because the obligations are
significant, changes in the assumptions could have a material effect on our liabilities and expenses related to these benefits.

Our most significant retirement plans include our primary U.S. pension plan and the retiree medical plans of our former coal business that were
collectively bargained with the United Mine Workers of America (the “UMWA”). The critical accounting estimates that determine the
carrying values of liabilities and the resulting annual expense are discussed below.

Application of Accounting Policy

Discount Rate Assumptions
For plans accounted under FASB ASC Topic 715, we discount estimated future payments using discount rates based on market conditions at
the end of the year. In general, our liability changes in an inverse relationship to interest rates. That is, the lower the discount rate, the higher
the associated plan obligation.

U.S. Plans
For our largest retirement plans, including the primary U.S. pension and UMWA plans and Black Lung obligations, we derive the discount
rates used to measure the present value of benefit obligations using the cash flow matching method. Under this method, we compare the plan’s
projected payment obligations by year with the corresponding yields on a Mercer yield curve. Each year’s projected cash flows are then
discounted back to their present value at the measurement date and an overall discount rate is determined. The overall discount rate is then
rounded to the nearest tenth of a percentage point.

At December 31, 2013 and 2012, we used Mercer’s Above-Mean Curve to determine the discount rates for the year-end benefit obligation. At
December 31, 2011, we used the Regular Mercer Yield Curve to determine the discount rates for the benefit obligation.

To derive the Regular Mercer Yield Curve, Mercer uses a hypothetical portfolio of high-quality AA-rated corporate bonds. To derive the
Above-Mean Curve, Mercer uses only those bonds with a yield higher than the mean yield of the same portfolio of high quality bonds. The
Above-Mean Curve, made available by Mercer in 2012, represents a more focused market-based approach, which reflects the way an active
investment manager would select high-quality bonds to match the cash flows of the plan.

Non-U.S. Plans
We use the same cash flow matching method to derive the discount rates of our major non-U.S. retirement plans. Where the cash flow
matching method is not possible, rates of local high-quality long term corporate bonds are used to estimate the discount rate.

The discount rates for the primary U.S. pension plan, UMWA retiree medical plans and Black Lung obligations were:

Primary U.S. Plan

2013

2012

2011

2013

UMWA Plans
2012

2011

2013

Black Lung
2012

2011

Discount rate:
Retirement cost
Benefit obligation at year end

4.2%
5.0%

4.6%
4.2%

5.3%
4.6%

3.9%
4.7%

4.4%
3.9%

5.3%
4.4%

3.5%
4.4%

4.2%
3.5%

4.8%
4.2%

Sensitivity Analysis
The discount rate we select at year end affects the valuations of plan obligations at year end and calculations of net periodic expenses for the
following year.

The tables below compare hypothetical plan obligation valuations for our largest plans as of December 31, 2013, actual expenses for 2013 and
projected expenses for 2014 assuming we had used discount rates that were one percentage point lower or higher.

Plan Obligations at December 31, 2013

(In millions)

Primary U.S. pension plan
UMWA plans

Actual 2013 and Projected 2014 Expense (Income)

(In millions, except for percentages)

Years Ending December 31,

Primary U.S. pension plan
Discount rate assumption
Retirement cost

UMWA plans
Discount rate assumption
Retirement cost

Actual
2013

4.2%
29.7

3.9%
18.5

Hypothetical

1% lower

1,052.8
473.3

Actual

924.3
426.5

Hypothetical
1% higher

819.8
387.3

Hypothetical sensitivity analysis
for discount rate assumption
1% lower
2013

1% higher

2013

Hypothetical sensitivity analysis
for discount rate assumption
1% higher
1% lower

2014

Projected

2014

3.2%
38.6

2.9%
20.0

5.2%
21.9

4.9%
17.1

5.0%
12.0

4.7%
7.2

4.0%
20.9

3.7%
8.3

6.0%
4.5

5.7%
6.2

Expected-Return-on-Assets Assumption
Our expected-return-on-assets assumption, which affects our net periodic benefit cost, reflects the long-term average rate of return we expect
the plan assets to earn. We select the expected-return-on-assets assumption using advice from our investment advisor and actuary considering
each plan’s asset allocation targets and expected overall investment manager performance and a review of the most recent long-term historical
average compounded rates of return, as applicable. We selected 8.00% as the expected-return-on-assets assumption for our primary U.S. plan
and 8.25% for our UMWA retiree medical plans as of December 31, 2013 and 2012.

Over the last twenty years, the annual returns of our primary U.S. pension plan have averaged, on a compounded basis, 8.2%, while the 25-year
compounded annual return averaged 9.1%, and the 30-year compounded annual return averaged 9.7%.

Sensitivity Analysis
Effect of using different expected-rate-of-return assumptions. Our 2013 and projected 2014 expense would have been different if we had used
different expected-rate-of-return assumptions. For every hypothetical change of one percentage point in the assumed long-term rate of return
on plan assets (and holding other assumptions constant), our 2013 and 2014 expense would be as follows:

(In millions, except for percentages)

Years Ending December 31,

Expected-return-on-asset assumption
Primary U.S. pension plan
UMWA plans

Primary U.S. pension plan
UMWA plans

Hypothetical sensitivity analysis
for expected-return-on asset

assumption

Hypothetical sensitivity analysis
for expected-return-on asset
assumption

Actual
2013

1% lower
2013

1% higher

Projected

1% lower

1% higher

2013

2014

8.00%
8.25%

29.7
18.5

7.00%
7.25%

36.8
21.0

9.00%
9.25%

22.6
16.0

8.00%
8.25%

12.0
7.2

7.00%
7.25%

19.7
9.9

9.00%
9.25%

4.3
4.5

Effect of improving or deteriorating actual future market returns. Our funded status at December 31, 2014, and our 2015 expense will be
different from currently projected amounts if our projected 2014 returns are better or worse than the returns we have assumed for each plan.

(In millions, except for percentages)

Years Ending December 31,

Return on investments in 2014
Primary U.S. pension plan
UMWA plans

Projected Funded Status at December 31, 2014
Primary U.S. pension plan
UMWA plans

2015 Expense(a)
Primary U.S. pension plan
UMWA plans

Hypothetical sensitivity analysis of 2014 asset return
better or worse than expected

Projected

8.00%
8.25%

(68)
(139)

3
7

Better
return

16.00%
16.50%

(3)
(117)

1
3

Worse
return

-%
-%

(132)
(161)

6
10

(a) Actual future returns on investments will not affect our earnings until 2015 since the earnings in 2014 will be based on the "expected return on assets"

assumption.

Effect of using fair market value of assets to determine expense. For our defined-benefit pension plans, we calculate expected investment
returns by applying the expected long-term rate of return to the market-related value of plan assets. In addition, our plan asset actuarial gains
and losses that are subject to amortization are based on the market-related value.

The market-related value of the plan assets is different from the actual or fair market value of the assets. The actual or fair market value is, at a
point in time, the value of the assets that is available to make payments to pensioners and to cover any transaction costs. The market-related
value recognizes changes in fair value from the expected value on a straight-line basis over five years. This recognition method spreads the
effects of year-over-year volatility in the financial markets over several years.

Our expenses related to our primary U.S. pension plan would have been different if our accounting policy were to use the fair market value of
plan assets instead of the market-related value to recognize investment gains and losses.

(In millions)

Years Ending December 31,

Expense (Income)

Based on market-related value of assets
Projected

Projected

Actual
2013

2014

2015

2013

2014

2015

Hypothetical(a)

Primary U.S. pension plan

29.7

12.0

3.4

24.3

6.5

0.4

(a) Assumes that our accounting policy was to use the fair market value of assets instead of the market-related value of assets to determine our expense related

to our primary U.S. pension plan.

For our UMWA plans, we calculate expected investment returns by applying the expected long-term rate of return to the fair market value of
the assets at the beginning of the year. This method is likely to cause the expected return on assets, which is recorded in earnings, to fluctuate
more than had we used the accounting methodology of our defined-benefit pension plans.

Medical Inflation Assumption
We estimate the trend in healthcare cost inflation to predict future cash flows related to our retiree medical plans. Our assumption is based on
recent plan experience and industry trends.

For the UMWA plans, our largest postretirement plans, we have assumed a medical inflation rate of 7% for 2014, and we project this rate to
decline to 5% in 2020 and hold at 5% thereafter. Our medical inflation rate assumption (including the assumption that medical inflation rates
will gradually decline over the next seven years and hold at 5%) is based on macroeconomic assumptions of gross domestic growth rates, the
excess of national health expenditures over other goods and services, and population growth. The average annual medical inflation rate of the
company over the last eight years was 5.7 %.

If we had assumed that medical inflation rates were one percentage point higher in each future year, the plan obligation for these plans at
December 31, 2013, would have been approximately $43.6 million higher and the expense for 2013 would have been $2.0 million higher. If
we had assumed that the medical inflation rates were one percentage point lower, the plan obligation at December 31, 2013, would have been
approximately $37.2 million lower and the related 2013 expenses would have been $1.7 million lower.

If we had projected medical inflation rates to decline from 7% to 4.5% by 2028, instead of our projected decline to 5% by 2020, the plan
obligation for the UMWA retiree medical benefit plan would have been $15.2 million higher for 2013 and our expense would be $1.9 million
higher for 2014.

Excise Tax on Administrators by Patient Protection and Affordable Care Act
A 40% excise tax will be imposed on high-cost health plans (“Cadillac plans”) beginning in 2018. The tax will apply to plan costs that exceed
a certain threshold level for individuals and for families, which will be indexed to inflation. There will be higher limits for high-risk
professions, among which is mining. Even though the tax is not assessed directly to an employer but rather to the benefits plan administrator,
the cost is expected to be passed through to plan sponsors as higher premiums or higher claims administration fees, increasing the plan
sponsor’s obligations. We project that we will have to pay the benefits plan administrator this excise tax beginning in 2018, and our plan
obligations at December 31, 2013, include $22.9 million related to this tax. We are currently unable to reduce the benefit levels of our UMWA
medical plans to avoid this excise tax because these benefit levels are required by the Coal Industry Retiree Health Benefit Act of 1992.

Workers’ Compensation
Besides the effects of changes in medical costs, worker’s compensation costs are affected by the severity and types of injuries, changes in state
and federal regulations and their application and the quality of programs which assist an employee’s return to work. Our liability for future
payments for workers’ compensation claims is evaluated annually with the assistance of an actuary.

Numbers of Participants
The valuations of all of these benefit plans are affected by the life expectancy of the participants. Accordingly, we rely on actuarial information
to predict the number and life expectancy of participants. We use the following mortality table for our major plans.

Plan
UMWA plans
Black Lung
Primary U.S. pension

Mortality table
RP-2000 Separate, Pre- and Post-Retirement, Healthy Blue Collar
RP-2000 Combined Annuitant/Non-Annuitant Blue Collar
RP-2000 Combined Healthy Blue Collar

The number of participants by major plan in the past five years is as follows:

Plan
UMWA plans
Black Lung
U.S. pension

2013

4,100
710
19,800

2012

4,300
780
20,100

Number of participants
2011

4,400
800
20,400

2010

4,600
800
21,000

2009

4,700
700
21,100

Because we are no longer operating in the coal industry, we anticipate that the number of participants in the UMWA retirement medical plan
will decline over time due to mortality. Because the U.S. pension plan has been frozen, the number of its participants will also decline over
time.

Foreign Currency Translation

The majority of our subsidiaries outside the U.S. conduct business in their local currencies. Our financials report results in U.S. dollars, which
include the results of these subsidiaries.

Accounting Policy

Our accounting policy for foreign currency translation is different depending on whether the economy in which our foreign subsidiary operates
has been designated as highly inflationary. Economies with a three-year cumulative inflation rate of more than 100% are considered highly
inflationary. Subsequent reductions in cumulative inflation rates below 100% do not change the method of translation unless the reduction is
deemed to be other than temporary. Effective January 1, 2010, we began accounting for our Venezuelan subsidiaries as operating in a highly
inflationary economy.

Non-Highly Inflationary Economies
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the
balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates
of exchange in effect during the year. Transaction gains and losses are recorded in net income.

Highly Inflationary Economies
Foreign subsidiaries that operate in highly inflationary countries must use the reporting currency (the U.S. dollar) as the functional
currency. Local-currency monetary assets and liabilities are remeasured into dollars each balance sheet date, with remeasurement adjustments
and other transaction gains and losses recognized in earnings. Non-monetary assets and liabilities do not fluctuate with changes in local
currency exchange rates to the dollar.

Application of Accounting Policy

Venezuela
Brink’s Venezuela accounted for $447 million or 11% of total Brink’s revenues and represented a significant component of total segment
operating profit in 2013. At December 31, 2013, we had investments in our Venezuelan operations of $125.3 million on an equity-method
basis. At December 31, 2013, we had bolivar denominated net monetary assets of $120.4 million, including $93.8 million of cash and cash
equivalents denominated in bolivars.

The economy in Venezuela has had significant inflation in the last several years. We consolidate our Venezuelan results using our accounting
policy for subsidiaries operating in highly inflationary economies.

Since 2003, the Venezuelan government has controlled the exchange of local currency into other currencies, including the U.S. dollar. The
Venezuelan government requires that currency exchanges be made at official rates established by the government instead of allowing open
markets to determine currency rates. Different official rates exist for different industries and purposes. The government does not approve all
requests to convert bolivars to other currencies.

The government devalued the official rate for essential services in February 2013 to 6.3 bolivars to the dollar. In January 2014, the government
expanded an alternate process to obtain dollars for travel and certain other purposes. Rates obtained by the alternate process were reported to
be 11.3 bolivars to U.S. dollars in December 2013.

Since the February 2013 devaluation, we have been unable to obtain dollars using either process. We do not expect to be able to obtain dollars
using either process in the foreseeable future. There are other legal, but irregular and highly illiquid, mechanisms for converting bolivars.
Rates using these mechanisms increased substantially in 2013 and reportedly exceeded 80 bolivars to the U.S. dollar in February 2014.

As a result of these restrictions, we have been unable to obtain sufficient U.S. dollars to purchase certain imported supplies and fixed assets to
fully operate our business in Venezuela, and as a result, have occasionally purchased more expensive, locally denominated supplies and fixed
assets. The restrictions also prevent us from repatriating earnings and from being fully compensated for intercompany services.

Through January 31, 2013, we used an official rate of 5.3 bolivars to the dollar to remeasure our bolivar denominated monetary assets and
liabilities into U.S. dollars and to translate our revenue and expenses. After the devaluation in February 2013, we began to use the 6.3 official
exchange rate to remeasure bolivar denominated monetary assets and liabilities and to translate our revenue and expenses. As a result of the
devaluation, we recognized a $13.4 million net remeasurement loss in 2013.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We currently serve customers in more than 100 countries, including 43 countries where we operate subsidiaries. These operations expose us to
a variety of market risks, including the effects of changes in interest rates, commodity prices and foreign currency exchange rates. These
financial and commodity exposures are monitored and managed by us as an integral part of its overall risk management program.

We periodically use various derivative and non-derivative financial instruments, as discussed below, to hedge our interest rate, commodity
prices and foreign currency exposures when appropriate. The risk that counterparties to these instruments may be unable to perform is
minimized by limiting the counterparties used to major financial institutions with investment grade credit ratings. We do not expect to incur a
loss from the failure of any counterparty to perform under the agreements. We do not use derivative financial instruments for purposes other
than hedging underlying financial or commercial exposures.

The sensitivity analyses discussed below for the market risk exposures were based on the facts and circumstances in effect at December 31,
2013. Actual results will be determined by a number of factors that are not under management’s control and could vary materially from those
disclosed.

Interest Rate Risk

We use both fixed and floating rate debt and leases to finance our operations. Floating rate obligations, including our Revolving Facility,
expose us to fluctuations in cash flows due to changes in the general level of interest rates. Fixed rate obligations, including our Dominion
Terminal Associates debt and our unsecured notes, are subject to fluctuations in fair values as a result of changes in interest rates.

Based on the contractual interest rates on the floating rate debt at December 31, 2013, a hypothetical 10% increase in rates would increase cash
outflows by approximately $0.7 million over a twelve-month period. In other words, our weighted average interest rate on our floating rate
instruments was 2.7% per annum at December 31, 2013. If that average rate were to increase by 0.3 percentage points to 3.0%, the cash
outflows associated with these instruments would increase by $0.7 million annually. The effect on the fair values on our Dominion Terminal
Associates (“DTA”) debt and on our unsecured notes for a hypothetical 10% decrease in the yield curve from year-end 2013 levels would result
in a $3.1 million increase for our DTA debt and a $2.1 million increase for our unsecured notes in the fair values of the debt.

Foreign Currency Risk

We have exposure to the effects of foreign currency exchange rate fluctuations on the results of all of our foreign operations. Our foreign
operations generally use local currencies to conduct business but their results are reported in U.S. dollars.

We are also exposed periodically to the foreign currency rate fluctuations that affect transactions not denominated in the functional currency of
domestic and foreign operations. To mitigate these exposures, we, from time to time, enter into foreign currency forward and swap contracts.
At December 31, 2013, the notional value of our shorter term outstanding foreign currency contracts was $46.1 million with average contract
maturities of approximately one month. These shorter term foreign currency contracts primarily offset exposures in the Mexican peso and the
euro. Additionally, these shorter term contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair
value are recorded immediately in earnings. We also have a longer term cross currency swap contract to hedge exposure in Brazilian real which
is designated as a cash flow hedge for accounting purposes. At December 31, 2013, the notional value of that longer term contract was $21.2
million with a weighted average maturity of 2.5 years. We do not use derivative financial instruments to hedge investments in foreign
subsidiaries since such investments are long-term in nature.

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from the 2013 levels against all other currencies of countries in
which we have continuing operations are as follows:

(In millions)

Venezuela

Other countries

Total

Effect on Earnings:
Translation of 2013 earnings into U.S. dollars
Transaction gains (losses)
Effect on Other Comprehensive Income (Loss):
Translation of net assets of foreign subsidiaries

(3.7)
(13.5)

(19.0)
1.0

(75.0)

(22.7)
(12.5)

(75.0)

Hypothetical Effects
Increase/ (decrease)

The hypothetical foreign currency effects above detail the consolidated effect attributable to Brink’s of a simultaneous change in the value of a
large number of foreign currencies relative to the U. S. dollar. The foreign currency exposure effect related to a change in an individual
currency could be significantly different.

Venezuela
Brink’s Venezuela accounted for 11% of total Brink’s revenues and represented a significant component of total segment operating profit.
Currently, Venezuela operates in a highly inflationary economy and its currency is fixed to the U.S. dollar.

The investment in our Venezuelan subsidiaries, and cash and other net monetary assets held by these subsidiaries are as follows:

(In millions)

Equity-method investment in Venezuelan subsidiaries(a)

Net monetary assets held by our Venezuelan subsidiaries
Cash and short-term investments denominated in U.S. dollars

Net monetary assets denominated in bolivars:
Cash and cash equivalents
Accounts receivable, accounts payable and other, net

Total

December 31,

2013

2012

125.3

90.0

0.5

93.8
26.6
120.4

47.9
21.5
69.4

(a) The amount represents retained earnings net of currency translation adjustments of the business.

In February 2013, the Venezuelan government devalued the official exchange rate resulting in an official rate of 6.3 bolivars to the dollar.
Beginning in February 2013, we began to use the official exchange rate to remeasure our bolivar denominated monetary assets and liabilities.
As a result of the devaluation, we recognized a $13.4 million net remeasurement loss in 2013.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE BRINK’S COMPANY

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2013

TABLE OF CONTENTS

Page

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING ........... 69

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..................................................... 70

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets ............................................................................................................................................ 72
Consolidated Statements of Income .................................................................................................................................. 73
Consolidated Statements of Comprehensive Income (Loss) ............................................................................................. 74
Consolidated Statements of Equity ................................................................................................................................... 75
Consolidated Statements of Cash Flows ........................................................................................................................... 76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies ..................................................................................................... 77
Note 2 – Segment Information .......................................................................................................................................... 81
Note 3 – Retirement Benefits ............................................................................................................................................ 84
Note 4 – Income Taxes ..................................................................................................................................................... 93
Note 5 – Property and Equipment ..................................................................................................................................... 96
Note 6 – Acquisitions ........................................................................................................................................................ 96
Note 7 – Goodwill and Other Intangible Assets ................................................................................................................ 97
Note 8 – Other Assets ....................................................................................................................................................... 98
Note 9 – Accumulated Other Comprehensive Income (Loss) ........................................................................................... 99
Note 10 – Fair Value of Financial Instruments ............................................................................................................... 101
Note 11 – Accrued Liabilities ......................................................................................................................................... 101
Note 12 – Other Liabilities .............................................................................................................................................. 102
Note 13 – Long-Term Debt ............................................................................................................................................. 102
Note 14 – Accounts Receivable ...................................................................................................................................... 104
Note 15 – Operating Leases ............................................................................................................................................ 104
Note 16 – Share-Based Compensation Plans .................................................................................................................. 105
Note 17 – Capital Stock .................................................................................................................................................. 108
Note 18 – Loss from Discontinued Operations ............................................................................................................... 109
Note 19 – Supplemental Cash Flow Information ............................................................................................................ 110
Note 20 – Other Operating Income (Expense) ................................................................................................................ 110
Note 21 – Interest and Other Nonoperating Income (Expense) ....................................................................................... 110
Note 22 – Other Commitments and Contingencies ......................................................................................................... 111
Note 23 – Selected Quarterly Financial Data (unaudited) ............................................................................................... 112

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable
assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal
Control – Integrated Framework (1992).”

Based on this assessment, our management believes that, as of December 31, 2013, our internal control over financial reporting is effective
based on the COSO criteria.

KPMG LLP, the independent registered public accounting firm which audits our consolidated financial statements, has issued an attestation
report of our internal control over financial reporting. KPMG’s attestation report appears on page 70.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
The Brink’s Company:

We have audited The Brink’s Company’s (the Company) internal control over financial reporting as of December 31, 2013, based on criteria
established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, The Brink’s Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of The Brink’s Company and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income,
comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report
dated February 27, 2014, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Richmond, Virginia
February 27, 2014

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
The Brink’s Company:

We have audited the accompanying consolidated balance sheets of The Brink’s Company and subsidiaries as of December 31, 2013 and 2012,
and the related consolidated statements of income, comprehensive income (loss), equity, and cash flows for each of the years in the three-year
period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of The
Brink’s Company and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The Brink’s
Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
February 27, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Richmond, Virginia
February 27, 2014

THE BRINK’S COMPANY
and subsidiaries

Consolidated Balance Sheets

(In millions, except for per share amounts)

ASSETS

Current assets:
Cash and cash equivalents
Accounts receivable (net of allowance: 2013 – $8.2; 2012 – $9.2)
Prepaid expenses and other
Deferred income taxes
Total current assets

LIABILITIES AND EQUITY

Property and equipment, net
Goodwill
Other intangibles
Deferred income taxes
Other

Total assets

Current liabilities:
Short-term borrowings
Current maturities of long-term debt
Accounts payable
Accrued liabilities

Total current liabilities

Long-term debt
Accrued pension costs
Retirement benefits other than pensions
Deferred income taxes
Other

Total liabilities

Commitments and contingent liabilities (notes 3, 4, 13, 15, 18 and 22)

Equity:
The Brink’s Company (“Brink’s”) shareholders:
Common stock, par value $1 per share:

Shares authorized: 100.0
Shares issued and outstanding: 2013 – 48.4; 2012 – 47.8

Capital in excess of par value
Retained earnings
Accumulated other comprehensive income (loss):

Benefit plan adjustments
Foreign currency translation
Unrealized gains on available-for-sale securities
Gains on cash flow hedges

Accumulated other comprehensive loss

Brink’s shareholders

Noncontrolling interests

Total equity

Total liabilities and equity

See accompanying notes to consolidated financial statements.

December 31,

2013

2012

255.5
622.2
153.0
72.0
1,102.7

758.7
240.2
46.3
251.7
98.4

201.7
612.3
122.1
59.4
995.5

793.8
243.8
56.1
385.3
79.4

2,498.0

2,553.9

80.9
24.6
185.6
507.5
798.6

330.5
214.8
186.0
18.0
170.6
1,718.5

48.4
566.4
696.4

(478.0)
(141.5)
1.6
0.6
(617.3)

693.9

85.6

779.5

26.7
27.0
172.8
516.5
743.0

335.6
397.8
304.6
18.7
177.4
1,977.1

47.8
568.3
659.1

(665.1)
(109.9)
1.6
-
(773.4)

501.8

75.0

576.8

2,498.0

2,553.9

Years Ended December 31,
2012

2013

2011

3,942.2

3,735.0

3,662.9

3,197.1
564.0
3,761.1
(9.4)

3,024.3
546.7
3,571.0
11.0

2,966.0
512.4
3,478.4
18.0

171.7

(25.1)
1.6
148.2
52.0

96.2

(15.1)

81.1
(24.3)

56.8

71.9
(15.1)

56.8

1.48
(0.31)
1.17

1.47
(0.31)
1.16

48.7
49.0

175.0

(23.1)
7.2
159.1
27.1

132.0

(22.3)

109.7
(20.8)

88.9

111.2
(22.3)

88.9

2.30
(0.46)
1.84

2.29
(0.46)
1.83

48.4
48.6

202.5

(23.1)
8.9
188.3
64.0

124.3

(25.8)

98.5
(24.0)

74.5

100.3
(25.8)

74.5

2.10
(0.54)
1.56

2.09
(0.54)
1.55

47.8
48.1

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income

(In millions, except for per share amounts)

Revenues

Costs and expenses:
Cost of revenues
Selling, general and administrative expenses
Total costs and expenses
Other operating income (expense)

Operating profit

Interest expense
Interest and other income (expense)

Income from continuing operations before tax

Provision for income taxes

Income from continuing operations

Loss from discontinued operations, net of tax

Net income

Less net income attributable to noncontrolling interests

Net income attributable to Brink’s

Amounts attributable to Brink’s:
Continuing operations
Discontinued operations

Net income attributable to Brink’s

Earnings (loss) per share attributable to Brink’s common shareholders(a):
Basic:

Continuing operations
Discontinued operations
Net income

Diluted:

Continuing operations
Discontinued operations
Net income

Weighted-average shares
Basic
Diluted

(a) Amounts may not add due to rounding.

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

Net income

Benefit plan adjustments:
Benefit plan experience gains (losses) during the year
Benefit plan prior service (costs) credits
Deferred profit sharing
Total benefit plan adjustments

Foreign currency translation adjustments
Unrealized net gains (losses) on available-for-sale securities
Gains on cash flow hedges
Other comprehensive income (loss) before tax
Provision (benefit) for income taxes

Other comprehensive income (loss)

Comprehensive income (loss)

Less comprehensive income (loss) attributable to noncontrolling interests

Years Ended December 31,

2013

2012

81.1

109.7

2011

98.5

265.0
63.0
(0.3)
327.7

(32.8)
0.1
0.6
295.6
141.0

154.6

235.7
22.5

27.3
(5.8)
0.5
22.0

3.4
(2.1)
-
23.3
9.3

(205.1)
3.5
0.4
(201.2)

(50.5)
(2.3)
-
(254.0)
(74.4)

14.0

(179.6)

123.7
20.3

(81.1)
22.0

Comprehensive income (loss) attributable to Brink’s

213.2

103.4

(103.1)

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY
and subsidiaries

Consolidated Statements of Equity

Years Ended December 31, 2013, 2012 and 2011

Capital
in Excess
of Par
Value

Common
Stock

Accumulated

Attributable

Other

Retained Comprehensive Noncontrolling
Earnings
537.5
74.5
-

(610.3)
-
(177.6)

66.9
24.0
(2.0)

Interests

Loss

542.6
-
-

Total
583.1
98.5
(179.6)

(In millions)
Balance as of December 31, 2010
Net income
Other comprehensive loss
Dividends to:
Brink’s common shareholders ($0.40 per share)
Noncontrolling interests
Share-based compensation:
Stock options and awards:
Compensation expense
Consideration from exercise of stock options
Excess tax benefit of stock compensation
Other share-based benefit programs
Business acquisitions
Capital contributions from noncontrolling interest
Balance as of December 31, 2011
Net income
Other comprehensive income (loss)
Shares contributed to pension plan (see note 17)
Dividends to:
Brink’s common shareholders ($0.40 per share)
Noncontrolling interests
Share-based compensation:
Stock options and awards:
Compensation expense
Consideration from exercise of stock options

Reduction in excess tax benefit of stock compensation

Other share-based benefit programs
Acquisitions of noncontrolling interests
Capital contributions from noncontrolling interest
Balance as of December 31, 2012
Net income
Other comprehensive income (loss) )
Dividends to:
Brink’s common shareholders ($0.40 per share)
Noncontrolling interests
Share-based compensation:
Stock options and awards:
Compensation expense
Consideration from exercise of stock options
Reduction in excess tax benefit of stock compensation
Other share-based benefit programs
Acquisitions of noncontrolling interests
Capital contributions from noncontrolling interest
Balance as of December 31, 2013

Shares
46.4
-
-

-
-

-
0.6
-
(0.1)
-
-
46.9
-
-
0.4

-
-

-
-
-
0.5
-
-
47.8
-
-

-
-

-
0.3
-
0.3
-
-
48.4 $

See accompanying notes to consolidated financial statements.

-
-

(18.7)

-
-

-
(16.1)

(18.7)
(16.1)

6.2
11.1
1.1
(1.5)
-
-
559.5
-
-
8.6

-
-
-
(3.8)
-
-

589.5
88.9
-
-

-
-

(19.0)

8.0
1.4
(2.7)
(3.7)
(2.8)
-
568.3
-
-

-
-
-
(0.3)
-
-
659.1
56.8
-

-
-

(19.2)

9.9
6.4
(2.8)
(3.6)
(11.8)
-
566.4

-
-
-
(0.3)
-
-
696.4

-
-
-
-
-
-
(787.9)
-
14.5
-

-
-

-
-
-
-
-
-
(773.4)
-
156.4

-
-

-
-
-
-
(0.3)
-
(617.3)

-
-
-
-
0.8
0.8
74.4
20.8
(0.5)
-

-
(13.0)

-
-
-
-
(7.3)
0.6
75.0
24.3
(1.8)

-
(6.0)

-
-
-
-
(6.4)
0.5
85.6

6.2
11.7
1.1
(5.4)
0.8
0.8
482.4
109.7
14.0
9.0

(19.0)
(13.0)

8.0
1.4
(2.7)
(3.5)
(10.1)
0.6
576.8
81.1
154.6

(19.2)
(6.0)

9.9
6.7
(2.8)
(3.6)
(18.5)
0.5
779.5

46.4
-
-

-
-

-
0.6
-
(0.1)
-
-
46.9
-
-
0.4

-
-

-
-
-
0.5
-
-
47.8
-
-

-
-

-
0.3
-
0.3
-
-
48.4

Years Ended December 31,
2012

2011

2013

81.1

THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows

(In millions)

Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations, net of tax
Depreciation and amortization
Share-based compensation expense
Deferred income taxes
Gains and losses:

Sales of available-for-sale securities
Sales of property and other assets
Business acquisitions and dispositions
Bargain purchase gain
Impairment losses

Retirement benefit funding (more) less than expense:

Pension
Other than pension

Loss on Venezuela currency devaluation
Other operating
Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable
Accounts payable, income taxes payable and accrued liabilities
Customer obligations
Prepaid and other current assets
Other

Discontinued operations

Net cash provided by operating activities

Cash flows from investing activities:
Capital expenditures
Acquisitions
Available-for-sale securities:
Purchases
Sales
Cash proceeds from sale of property and equipment
Redemption of cash-surrender value of life insurance policies
Other
Discontinued operations

Net cash used by investing activities

Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term debt
Long-term revolving credit facilities
Issuance of private placement notes

Other long-term debt:
Borrowings
Repayments
Cash proceeds from sale-leaseback transactions
Acquisition of a noncontrolling interest in a subsidiary
Payment of acquisition-related obligation
Debt financing costs
Dividends to:
Shareholders of Brink’s
Noncontrolling interests in subsidiaries
Proceeds from exercise of stock options
Minimum tax withholdings associated with share-based compensation
Other
Discontinued operations

Net cash used by financing activities

Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents:
Increase (decrease)

Balance at beginning of period
Balance at end of period

See accompanying notes to consolidated financial statements.

15.1
173.6
9.9
(34.6)

(0.4)
(2.4)
(2.8)
-
2.9

7.0
15.0
13.4
2.4

(73.3)
31.4
(9.8)
(22.2)
(10.2)
5.4
201.5

(177.7)
(18.1)

-
9.9
5.9
-
(0.5)
57.5
(123.0)

60.5
13.8
-

3.8
(27.3)
-
(18.5)
(12.8)
(0.1)

(19.2)
(6.0)
6.7
(3.5)
(0.9)
(2.5)
(6.0)
(18.7)

53.8
201.7
255.5

109.7

22.3
155.7
8.0
(43.4)

(2.9)
(7.6)
(0.8)
-
2.4

(5.4)
22.3
-
11.7

(71.8)
23.0
15.7
6.8
9.7
(4.9)
250.5

(177.9)
(17.2)

-
15.4
12.5
6.2
4.9
(11.2)
(167.3)

3.3
(4.5)
-

9.7
(29.7)
-
(9.4)
-
(1.5)

(19.0)
(13.0)
1.4
(5.6)
0.5
(0.2)
(68.0)
3.6

18.8
182.9
201.7

98.5

25.8
148.1
6.2
(30.7)

(4.4)
(7.9)
(0.4)
(2.1)
2.4

4.6
11.6
-
10.1

(53.0)
58.1
(11.7)
(14.2)
9.4
(3.4)
247.0

(183.7)
(3.0)

(0.5)
12.9
13.9
-
0.6
(12.0)
(171.8)

(7.2)
(107.0)
100.0

-
(29.3)
17.6
-
-
(0.6)

(18.7)
(16.1)
5.9
(2.7)
1.1
(10.2)
(67.2)
(8.1)

(0.1)
183.0
182.9

THE BRINK’S COMPANY
and subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation
The Brink’s Company (along with its subsidiaries, “we,” “our,” “Brink’s” or the “Company”), based in Richmond, Virginia, is a leading
provider of secure transportation, cash management services and other security-related services to banks and financial institutions, retailers,
government agencies, mints, jewelers and other commercial operations around the world. Brink’s is the oldest and largest secure transportation
and cash management services company in the U.S., and a market leader in many other countries.

Principles of Consolidation
The consolidated financial statements include the accounts of Brink’s and the subsidiaries it controls. Control is determined based on
ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. Our
interest in 20% to 50% owned companies that are not controlled are accounted for using the equity method (“equity affiliates”), unless we do
not sufficiently influence the management of the investee. Other investments are accounted for as cost-method investments or as available-for-
sale. All significant intercompany accounts and transactions have been eliminated in consolidation.

Accounting Adjustments
Accounting adjustments that correct earnings reported for previous years have been included in our 2011 earnings. The adjustments decreased
income from continuing operations in 2011 by $7.8 million, after tax. Prior years’ financial results have not been restated because the amounts
are not material. The adjustments did not affect earnings trends for the consolidated financial statements including our operating segments.
Cash flows were not affected by these accounting corrections.

Revenue Recognition
Revenue is recognized when services related to armored vehicle transportation, ATM services, cash management services, payment services,
guarding and the secure international transportation of valuables are performed. Customer contracts have prices that are fixed and determinable
and we assess the customer’s ability to meet the contractual terms, including payment terms, before entering into contracts. Customer contracts
generally are automatically extended after the initial contract period until either party terminates the agreement. Taxes collected from
customers and remitted to governmental authorities are not included in revenues in the consolidated statements of income.

Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and investments with original maturities of three months or less. Cash and
cash equivalents includes amounts held by certain of our secure cash management services operations for customers which, under local
regulations, the title transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we
do not consider it as available for general corporate purposes in the management of our liquidity and capital resources. We record a liability for
the amounts owed to customers (see note 11).

Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best
estimate of the amount of probable credit losses on our existing accounts receivable. We determine the allowance based on historical write-off
experience. We review our allowance for doubtful accounts quarterly. Account balances are charged off against the allowance after all means
of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment
Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful
lives of individual assets or classes of assets.

Leased property and equipment meeting capital lease criteria are capitalized at the lower of the present value of the related lease payments or
the fair value of the leased asset at the inception of the lease. Amortization is calculated on the straight-line method based on the lease term.

Leasehold improvements are recorded at cost. Amortization is calculated principally on the straight-line method over the lesser of the
estimated useful life of the leasehold improvement or lease term. Renewal periods are included in the lease term when the renewal is
determined to be reasonably assured.

Part of the costs related to the development or purchase of internal-use software is capitalized and amortized over the estimated useful life of
the software. Costs that are capitalized include external direct costs of materials and services to develop or obtain the software, and internal
costs, including compensation and employee benefits for employees directly associated with a software development project.

Estimated Useful Lives
Buildings
Building leasehold improvements
Vehicles
Capitalized software
Other machinery and equipment

Years
16 to 25
3 to 10
3 to 10
3 to 5
3 to 10

Expenditures for routine maintenance and repairs on property and equipment are charged to expense. Major renewals, betterments and
modifications are capitalized and depreciated over the lesser of the remaining life of the asset or, if applicable, the lease term.

Goodwill and Other Intangible Assets
Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses
acquired. Intangible assets arising from business acquisitions include customer lists, customer relationships, covenants not to compete,
trademarks and other identifiable intangibles. At December 31, 2013, finite-lived intangible assets have remaining useful lives ranging from 1
to 14 years and are amortized based on the pattern in which the economic benefits are used or on a straight-line basis.

Impairment of Long-Lived Assets
Goodwill is not amortized but is tested at least annually for impairment at the reporting unit level, which is at the operating segment level or
one level below an operating segment. Goodwill is assigned to one or more reporting units at the date of acquisition. Our reporting units are
Latin America; EMEA; North America and Asia Pacific. The goodwill impairment test is performed at October 1 of each year. For the annual
test, we have the option of performing a qualitative assessment to determine whether reporting unit fair values exceed their carrying amounts or
bypassing the qualitative assessment and performing a quantitative analysis. Indefinite-lived intangibles are also tested for impairment at least
annually by comparing the carrying value of indefinite-lived intangible assets to their estimated fair values. We base our estimates of fair value
on projected future cash flows.

We completed goodwill impairment tests during each of the last three years with no impairment charges required. We have had no significant
impairments of indefinite-lived intangibles in the last three years.

Long-lived assets other than goodwill and other indefinite-lived intangibles are reviewed for impairment when events or changes in
circumstances indicate the carrying value of an asset may not be recoverable.

For long-lived assets other than goodwill that are to be held and used in operations, an impairment is indicated when the estimated total
undiscounted cash flow associated with the asset or group of assets is less than carrying value. If impairment exists, an adjustment is made to
write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.

Retirement Benefit Plans
We account for retirement benefit obligations under FASB ASC Topic 715, Compensation – Retirement Benefits. For U.S. and certain non-
U.S. retirement plans, we derive the discount rates used to measure the present value of benefit obligations using the cash flow matching
method. Under this method, we compare the plan’s projected payment obligations by year with the corresponding yields on a Mercer yield
curve. Each year’s projected cash flows are then discounted back to their present value at the measurement date and an overall discount rate is
determined. The overall discount rate is then rounded to the nearest tenth of a percentage point. In non-U.S. locations where the cash flow
matching method is not possible, rates of local high-quality long-term corporate bonds are used to select the discount rate.

We used Mercer’s Above-Mean Curve to determine the discount rates for the year-end benefit obligation in both 2013 and 2012. We used the
Regular Mercer Yield Curve in 2011 to determine the discount rates for the benefit obligation.

We select the expected long-term rate of return assumption for our U.S. pension plan and retiree medical plans using advice from an investment
advisor and an actuary. The selected rate considers plan asset allocation targets, expected overall investment manager performance and long-
term historical average compounded rates of return.

Benefit plan experience gains and losses are recognized in other comprehensive income (loss). Accumulated net benefit plan experience gains
and losses that exceed 10% of the greater of a plan’s benefit obligation or plan assets at the beginning of the year are amortized into earnings
from other comprehensive income (loss) on a straight-line basis. The amortization period for pension plans is the average remaining service
period of employees expected to receive benefits under the plans. The amortization period for other retirement plans is primarily the average
remaining life expectancy of inactive participants.

Income Taxes
Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be,
reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these
items are expected to reverse. We recognize tax benefits related to uncertain tax positions if we believe it is more likely than not the benefit
will be realized. We review our deferred tax assets to determine if it is more-likely-than-not that they will be realized. If we determine it is not
more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax benefit.

Foreign Currency Translation
Our consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of
the country in which they operate.

The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign
subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative inflation rate of more than 100%
are considered highly inflationary.

Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the
balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates
of exchange in effect during the year. Transaction gains and losses are recorded in net income.

Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary
assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments
and other transaction gains and losses recognized in earnings. Non-monetary assets and liabilities do not fluctuate with changes in local
currency exchange rates to the dollar.

Concentration of Credit Risks
We routinely assess the financial strength of significant customers and this assessment, combined with the large number and geographic
diversity of our customers, limits our concentration of risk with respect to accounts receivable. Financial instruments which potentially subject
us to concentrations of credit risks are principally cash and cash equivalents and accounts receivables. Cash and cash equivalents are held by
major financial institutions.

Use of Estimates
In accordance with U.S. generally accepted accounting principles (“GAAP”), we have made a number of estimates and assumptions relating to
the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements.
Actual results could differ materially from those estimates. The most significant estimates are related to goodwill, intangibles and other long-
lived assets, pension and other retirement benefit assets and obligations, legal contingencies, deferred tax assets, purchase price allocations and
foreign currency translation.

Fair-value estimates. We have various financial instruments included in our financial statements. Financial instruments are carried in our
financial statements at either cost or fair value. We estimate fair value of assets using the following hierarchy using the highest level possible:

Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available.

Note 2 – Segment Information

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance
and makes decisions. Our CODM is our President, and Chief Executive Officer. Our CODM evaluates performance and allocates resources
based on operating profit or loss for the geographic components of Brink’s, excluding non-segment expenses.

We have four geographic operating segments: Latin America; Europe, Middle East and Africa (“EMEA”); North America and Asia Pacific.
For the year ended December 31, 2012, we had two reportable segments: North America and International (aggregating Latin America, EMEA
and Asia Pacific into International). Effective December 31, 2013, we changed our reportable segments to Latin America; EMEA; North
America and Asia Pacific. We changed our reportable segments as we decided we no longer meet all the aggregation criteria set forth in ASC
280, Segment Reporting primarily due to continued economic divergence and political changes in certain Latin American countries.

We currently serve customers in more than 100 countries, including 43 countries where we operate subsidiaries.

The primary services of the reportable segments include:

 Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
 ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
 Global Services – secure international transportation of valuables
 Cash Management Services

currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
Safe and safe control device installation and servicing (including our patented CompuSafe® service)

o
o
o Check and cash processing services for banking customers (“Virtual Vault Services”)
o Check imaging services for banking customers



Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or
Brink’s operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout e-commerce online
payment services
Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic
surveillance, access control, fire prevention and highly trained patrolling personnel

(In millions)

Revenues by Business Segment
Latin America
EMEA
North America
Asia Pacific
Total

Operating Profit by Business Segment
Latin America
EMEA
North America
Asia Pacific
Business segments
Non-segment
Total

Years Ended December 31,
2012

2011

2013

1,720.7
1,178.3
898.4
144.8
3,942.2

1,579.4
1,125.9
893.3
136.4
3,735.0

1,460.7
1,143.0
923.4
135.8
3,662.9

149.9
81.5
4.7
16.7
252.8
(81.1)
171.7

135.1
88.1
31.9
8.8
263.9
(88.9)
175.0

143.5
73.4
30.3
15.1
262.3
(59.8)
202.5

(In millions)
Capital Expenditures by Business Segment
Latin America
EMEA
North America
Asia Pacific
Total

Depreciation and Amortization by Business Segment
Depreciation and amortization of property and equipment:
Latin America
EMEA
North America
Asia Pacific
Property and equipment
Amortization of intangible assets:
Latin America
EMEA
North America
Asia Pacific
Total

(In millions)

Assets held by Business Segment
Latin America
EMEA
North America
Asia Pacific
Business Segments
Non-segment
Total

Long-Lived Assets by Geographic Area(a)
Non-U.S.:
France
Mexico
Venezuela
Brazil
Canada
Other
Subtotal
United States
Total

(a) Long-lived assets include property and equipment, net; goodwill; and other intangible assets, net.

(In millions)

Revenues by Geographic Area(a)
Outside the U.S.:
France
Mexico
Venezuela
Brazil
Canada
Other
Subtotal
United States
Total

Years Ended December 31,

2013

2012

2011

88.7
33.9
52.1
3.0
177.7

57.1
47.2
58.0
4.8
167.1

3.7
1.6
0.2
1.0
173.6

83.8
40.1
48.2
5.8
177.9

47.5
41.1
55.1
4.8
148.5

3.2
2.6
0.3
1.1
155.7

85.0
47.3
44.2
7.2
183.7

41.4
44.1
50.1
3.8
139.4

3.9
2.9
0.7
1.2
148.1

2013

December 31,
2012

2011

1,044.0
672.6
426.6
108.1
2,251.3
246.7
2,498.0

161.8
148.1
47.7
107.9
50.7
335.0
851.2
194.0
1,045.2

880.9
681.3
480.5
146.3
2,189.0
364.9
2,553.9

163.5
145.3
46.7
95.6
90.8
348.8
890.7
203.0
1,093.7

761.0
669.4
468.6
135.5
2,034.5
371.7
2,406.2

149.9
123.9
43.5
100.9
87.3
338.1
843.6
200.8
1,044.4

Years Ended December 31,
2012

2011

2013

542.5
450.4
447.1
392.0
190.9
1,211.8
3,234.7
707.5
3,942.2

535.5
424.0
342.6
388.3
186.6
1,151.3
3,028.3
706.7
3,735.0

545.2
415.2
269.2
386.8
189.9
1,123.1
2,929.4
733.5
3,662.9

(a) Revenues are recorded in the country where service is initiated or performed. No single customer represents more than 10% of total revenue.

(In millions)

Net assets outside the U.S.
Latin America
EMEA
Asia Pacific
Canada
Total

(In millions)

Information about Unconsolidated Equity Affiliates held by segments:
Carrying value of investments at year end
Latin America
Asia Pacific
Total

Share of earnings included in Brink's consolidated earnings during the year
Latin America
EMEA
Asia Pacific
Total

Undistributed earnings at year end
Latin America
Asia Pacific
Total

2013

December 31,
2012

2011

479.4
291.4
72.7
69.3
912.8

438.2
272.1
89.1
43.2
842.6

376.9
283.4
85.8
56.8
802.9

2013

2012

2011

13.5
2.3
15.8

6.0
-
0.7
6.7

3.5
0.8
4.3

13.8
1.8
15.6

5.8
-
0.2
6.0

8.4
0.4
8.8

11.2
1.6
12.8

4.7
(0.1)
0.2
4.8

6.6
0.5
7.1

Note 3 – Retirement Benefits

Defined-benefit Pension Plans

Summary
We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary
and years of service. There are limits to the amount of benefits which can be paid to participants from a U.S. qualified pension plan. We
maintain a nonqualified U.S. plan to pay benefits for those eligible current and former employees in the U.S. whose benefits exceed the
regulatory limits.

Components of Net Periodic Pension Cost

(In millions)
Years Ended December 31,

U.S. Plans
2012

2011

2013

Non-U.S. Plans
2012

2011

2013

Total
2012

2011

Service cost
Interest cost on projected benefit obligation
Return on assets – expected
Amortization of losses
Amortization of prior service cost
Settlement loss
Net periodic pension cost

-
42.2
(56.9)
45.1
-
0.1
30.5

-
43.8
(60.0)
39.5
-
5.0
28.3

- $

46.2
(65.0)
28.2
-
-
9.4 $

15.0
19.1
(12.9)
6.1
0.8
2.6
30.7

11.1
19.1
(12.2)
4.0
2.0
3.3
27.3

10.2 $
16.9
(12.0)
2.8
1.5
2.2
21.6 $

15.0
61.3
(69.8)
51.2
0.8
2.7
61.2

11.1
62.9
(72.2)
43.5
2.0
8.3
55.6

10.2
63.1
(77.0)
31.0
1.5
2.2
31.0

Obligations and Funded Status
Changes in the projected benefit obligation (“PBO”) and plan assets for our pension plans are as follows:

(In millions)
Years Ended December 31,

Benefit obligation at beginning of year
Service cost
Interest cost
Participant contributions
Plan amendments
Curtailments
Settlements
Benefits paid
Actuarial (gains) losses
Foreign currency exchange effects
Benefit obligation at end of year

Fair value of plan assets at beginning of year
Return on assets – actual
Participant contributions
Employer contributions
Settlements
Benefits paid
Foreign currency exchange effects
Fair value of plan assets at end of year

Funded status

Included in:
Noncurrent asset
Current liability, included in accrued liabilities
Noncurrent liability
Net pension liability

U.S. Plans

2013

2012

Non-U.S. Plans

2013

2012

Total

2013

2012

1,031.3
-
42.2
-
-
-
(0.5)
(43.6)
(94.5)
-
934.9

756.3
85.5
-
14.1
(0.5)
(43.6)
-
811.8

990.7
-
43.8
-
-
-
(13.9)
(42.3)
53.0
-
1,031.3

685.4
89.9
-
37.2
(13.9)
(42.3)
-
756.3

392.3
15.0
19.1
3.8
(4.9)
(0.2)
(2.0)
(18.8)
(8.0)
(5.9)
390.4

283.0
16.6
3.8
40.1
(2.0)
(18.8)
(0.7)
322.0

306.9
11.1
19.1
3.5
11.7
(0.4)
(3.2)
(22.0)
54.9
10.7
392.3

230.5
34.7
3.5
32.8
(3.2)
(22.0)
6.7
283.0

1,423.6
15.0
61.3
3.8
(4.9)
(0.2)
(2.5)
(62.4)
(102.5)
(5.9)
1,325.3

1,039.3
102.1
3.8
54.2
(2.5)
(62.4)
(0.7)
1,133.8

1,297.6
11.1
62.9
3.5
11.7
(0.4)
(17.1)
(64.3)
107.9
10.7
1,423.6

915.9
124.6
3.5
70.0
(17.1)
(64.3)
6.7
1,039.3

(123.1)

(275.0)

(68.4)

(109.3)

(191.5)

(384.3)

-
0.8
122.3
123.1

-
0.9
274.1
275.0

(28.6)
4.5
92.5
68.4

(21.9)
7.5
123.7
109.3

(28.6)
5.3
214.8
191.5

(21.9)
8.4
397.8
384.3

The 2012 U.S. Plans settlements primarily reflect the lump sum payment due to the retirement of our former chief executive officer.

Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)

(In millions)
Years Ended December 31,

U.S. Plans

2013

2012

Non-U.S. Plans

2013

2012

Total

2013

2012

Benefit plan net experience losses recognized in
accumulated other comprehensive income (loss):
Beginning of year
Net experience gains (losses) arising during the year
Reclassification adjustment for amortization of
prior experience losses included in net income
End of year

Benefit plan prior service cost recognized in
accumulated other comprehensive income (loss):
Beginning of year
Prior service credit (cost) from plan amendments
during the year
Reclassification adjustment for amortization of
prior service cost included in net income
End of year

(491.9)
123.1

45.2
(323.6)

(513.3)
(23.1)

44.5
(491.9)

(59.7)
11.7

8.8
(39.2)

(34.6)
(32.4)

7.3
(59.7)

(551.6)
134.8

54.0
(362.8)

(547.9)
(55.5)

51.8
(551.6)

-
-

(15.8)

(6.1)

(15.8)

(6.1)

4.9

(11.7)

4.9

(11.7)

0.7
(10.2)

2.0
(15.8)

0.7
(10.2)

2.0
(15.8)

Approximately $30.9 million of experience loss and $0.8 million of prior service cost are expected to be amortized from accumulated other
comprehensive income (loss) into net periodic pension cost during 2014.

The net experience gains in 2013 (the majority attributed to the U.S. plans) were primarily due to the higher discount rates at the end of the year
and the actual return on assets being higher than expected. The net experience losses in 2012 were primarily due to the lower discount rate of
the U.S. plans, partially offset by the actual return on assets being higher than expected.

Information Comparing Plan Assets to Plan Obligations
Information comparing plan assets to plan obligations as of December 31, 2013 and 2012 are aggregated below. The accumulated benefit
obligation (“ABO”) differs from the PBO in that the ABO is based on the benefit earned through the date noted. The PBO includes
assumptions about future compensation levels for plans that have not been frozen.

(In millions)
December 31,

U.S. Plans
2012

2013

Non-U.S. Plans
2012
2013

Total

2013

2012

Pension plans with an accumulated benefit obligation in excess of plan assets:
Fair value of plan assets
Accumulated benefit obligation
Projected benefit obligation

811.8
934.9
934.9

756.3
1,031.3
1,031.3

38.1
103.6
135.1

137.2
223.2
268.4

849.9
1,038.5
1,070.0

893.5
1,254.5
1,299.7

The ABO for our U.S. pension plans was $934.9 million in 2013 and $1,031.3 million in 2012. The ABO for our Non-U.S. pension plans was
$345.3 million in 2013 and $345.1 million in 2012.

Assumptions
The weighted-average assumptions used in determining the net pension cost and benefit obligations for our pension plans were as follows:

2013

U.S. Plans
2012

2011

2013

Non-U.S. Plans
2012

2011

Discount rate:
Pension cost
Benefit obligation at year end

4.2%
5.0%

4.6%
4.2%

5.3%
4.6%

5.3%
6.3%

5.4%
5.3%

5.8%
5.4%

Expected return on assets – pension cost

8.00%

8.25%

8.75%

4.64%

4.92%

5.16%

Average rate of increase in salaries(a):
Pension cost
Benefit obligation at year end

N/A
N/A

3.8%
3.9%

3.2%
3.8%

3.3%
3.2%

(a)

Salary scale assumptions are determined through historical experience and vary by age and industry. The U.S. plan benefits are frozen. Pension benefits
will not increase due to future salary increases.

The RP-2000 Combined Healthy Blue Collar mortality table and the RP-2000 Combined Healthy White Collar mortality table were used to
estimate the expected lives of participants in the U.S. pension plans. Expected lives of participants in non-U.S. pension plans were estimated
using mortality tables in the country of operation.

Estimated Future Cash Flows
Estimated Future Contributions from the Company into Plan Assets
Our policy is to fund at least the minimum actuarially determined amounts required by applicable regulations. In 2014, we expect to contribute
$27.3 million to our non-U.S. pension plans, $25.9 million to our primary U.S. pension plan, and $0.8 million to our nonqualified U.S. pension
plan.

Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2013, are as follows:

(In millions)

2014
2015
2016
2017
2018
2019 through 2023

U.S. Plans

Non-U.S. Plans

Total

47.7
48.9
50.0
51.5
53.1
287.3

14.6
13.7
16.4
19.1
21.3
168.8

62.3
62.6
66.4
70.6
74.4
456.1

Retirement Benefits Other than Pensions

Summary
We provide retirement healthcare benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits related
to our former U.S. coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA
Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.

Components of Net Periodic Postretirement Cost
The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:

(In millions)
Years Ended December 31,

Service cost
Interest cost on APBO
Return on assets – expected
Amortization of losses
Amortization of prior service cost
Net periodic postretirement cost

UMWA Plans
2012

2011

2013

Black Lung and Other Plans
2012

2011

2013

Total
2012

2011

-
19.7
(20.8)
19.6
-
18.5

-
22.3
(21.3)
21.0
-
22.0

-
24.0
(25.5)
14.7
-
13.2

0.3
1.9
-
0.7
1.7
4.6

0.6
2.8
-
1.5
2.0
6.9

-
2.8
-
0.6
2.0
5.4

0.3
21.6
(20.8)
20.3
1.7
23.1

0.6
25.1
(21.3)
22.5
2.0
28.9

-
26.8
(25.5)
15.3
2.0
18.6

Obligations and Funded Status
Changes in the accumulated postretirement benefit obligation (“APBO’) and plan assets related to retirement healthcare benefits are as follows:

(In millions)
Years Ended December 31,

APBO at beginning of year
Service cost
Interest cost
Plan amendments
Benefits paid
Medicare subsidy received
Actuarial (gains) losses, net
Foreign currency exchange effects
APBO at end of year

Fair value of plan assets at beginning of year
Employer contributions
Return on assets – actual
Benefits paid
Medicare subsidy received
Fair value of plan assets at end of year

Funded status

Included in:
Current, included in accrued liabilities
Noncurrent
Retirement benefits other than pension liability

UMWA Plans

2013

2012

Black Lung and Other
Plans

2013

2012

Total

2013

2012

525.3
-
19.7
(55.7)
(34.2)
3.1
(31.7)
-
426.5

268.7
1.0
45.8
(34.2)
3.1
284.4

529.6
-
22.3
-
(35.7)
3.2
5.9
-
525.3

268.0
-
33.5
(36.0)
3.2
268.7

53.0
0.3
1.9
-
(7.1)
-
0.8
-
48.9

-
7.1
-
(7.1)
-
-

60.9
0.6
2.8
(1.9)
(6.6)
-
(2.2)
(0.6)
53.0

-
6.6
-
(6.6)
-
-

578.3
0.3
21.6
(55.7)
(41.3)
3.1
(30.9)
-
475.4

268.7
8.1
45.8
(41.3)
3.1
284.4

590.5
0.6
25.1
(1.9)
(42.3)
3.2
3.7
(0.6)
578.3

268.0
6.6
33.5
(42.6)
3.2
268.7

(142.1)

(256.6)

(48.9)

(53.0)

(191.0)

(309.6)

-
142.1
142.1

-
256.6
256.6

5.0
43.9
48.9

5.0
48.0
53.0

5.0
186.0
191.0

5.0
304.6
309.6

Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) of our retirement benefit plans other than pensions are as follows:

(In millions)
Years Ended December 31,

Benefit plan net experience gain (loss) recognized in
accumulated other comprehensive income (loss):
Beginning of year
Net experience gains (losses) arising during the year
Reclassification adjustment for amortization of
prior experience losses included in net income
End of year

Benefit plan prior service (cost) credit recognized in
accumulated other comprehensive income (loss):
Beginning of year
Prior service credit from plan amendments during the year
Reclassification adjustment for amortization or curtailment
of prior service cost included in net income
End of year

UMWA Plans
2012
2013

Plans

Total

2013

2012

2013

2012

Black Lung and Other

(295.7)
56.7

19.6
(219.4)

(323.0)
6.3

21.0
(295.7)

-
55.7

-
-

(6.2)
(0.8)

0.7
(6.3)

(9.4)
-

1.7
(7.7)

(9.9)
2.2

1.5
(6.2)

(13.3)
1.9

2.0
(9.4)

(301.9)
55.9

20.3
(225.7)

(332.9)
8.5

22.5
(301.9)

(9.4)
55.7

1.7
48.0

(13.3)
1.9

2.0
(9.4)

We estimate that $15.2 million of experience loss and $2.9 million of prior service credit will be amortized from accumulated other
comprehensive income (loss) into net periodic postretirement cost during 2014.

We recognized a prior service credit in 2013 associated with UMWA obligations due to a plan amendment that changed the plan from a self-
insured welfare benefit plan to an employer group waiver plan (“EGWP”), which reduced future expected net per capita claims costs. We
recognized net experience gains in 2013 associated with the UMWA obligations primarily related to the higher discount rate, a return on assets
being higher than expected and a decrease in the expected obligation related to the excise tax on high-cost health plans. The gain related to the
excise tax on high-cost health plans reflects the benefit of lower per capita claims costs from the change to EGWP.

We recognized net experience gains in 2012 associated with the UMWA obligations primarily related to the return on assets being higher than
expected, partially offset by the lower discount rate and an increase in the expected obligation related to the excise tax on high-cost health
plans.

Assumptions
The APBO for each of the plans was determined using the unit credit method and an assumed discount rate as follows:

Weighted-average discount rate:
Postretirement cost:
UMWA plans
Black lung
Weighted-average

Benefit obligation at year end:

UMWA plans
Black lung
Weighted-average
Expected return on assets

2013

2012

2011

3.9 %
3.5 %
3.9 %

4.7 %
4.4 %
4.7 %
8.25 %

4.4 %
4.2 %
4.4 %

3.9 %
3.5 %
3.9 %
8.50 %

5.3 %
4.8 %
5.2 %

4.4 %
4.2 %
4.4 %
8.75 %

The RP-2000 Separate, Pre- and Post-retirement Rates, Healthy Blue Collar and Combined Annuitant/Non-Annuitant Blue Collar mortality
tables are primarily used to estimate expected lives of participants.

Healthcare Cost Trend Rates
For UMWA plans, the assumed healthcare cost trend rate used to compute the 2013 APBO is 7.0% for 2014, declining to 5.0% in 2020 and
thereafter (in 2012: 7.0% for 2013 declining to 5.0% in 2019 and thereafter). For the black lung obligation, the assumed healthcare cost trend
rate used to compute the 2013 APBO was 5.0%. Other plans in the U.S. provide for fixed-dollar value coverage for eligible participants and,
accordingly, are not adjusted for inflation.

For the Canadian plan, the assumed healthcare cost trend rate used to compute the 2013 APBO is 7.0% for 2014, declining to 5.0% in 2020.
For the Brazilian plan, the assumed healthcare cost trend rate used to compute the 2013 APBO is 3.0%.

The table below shows the estimated effects of a one percentage-point change in the assumed healthcare cost trend rates for each future year.

(In millions)

Higher (lower):
Service and interest cost in 2013
APBO at December 31, 2013

Effect of Change in Assumed Healthcare Trend Rates

Increase 1%

Decrease 1%

2.3
45.4

(1.9)
(38.6)

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) provides for a prescription drug benefit
under Medicare as well as a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially
equivalent to Medicare prescription drug benefits. Because of the broadness of coverage provided under our UMWA plans, we believe that the
plans benefits are at least actuarially equivalent to the Medicare benefits.

The estimated effect of the Medicare Act was recorded as a reduction to the APBO for the year ended December 31, 2012, as permitted by FSP
106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
included in FASB ASC Topic 715, Compensation – Retirement Benefits. The estimated value of the projected federal subsidy assumed no
changes in participation rates and assumed that the subsidy was received in the year after claims were paid.

For the year ended December 31, 2013, we changed the way we provide healthcare benefits to our UMWA retirees which are eligible for the
Medicare Act subsidy reimbursement. We changed from a self-insured welfare benefit plan to an employer group waiver plan (“EGWP”).
Under this new arrangement, a government approved health insurance provider will receive the Medicare Act subsidy reimbursement on our
behalf and pass these savings to us. Additionally, by moving to an EGWP, we will be able to benefit from the mandatory 50% discount that
pharmaceutical companies must provide for Medicare Act-eligible prescription drugs. The combined savings of the subsidy and the 50%
discount are directly reflected in the UMWA APBO for the year ended December 31, 2013.

Excise Tax on Administrators by Patient Protection and Affordable Care Act of 2010
A 40% excise tax on third-party benefit plan administrators by the Patient Protection and Affordable Care Act will be imposed on high-cost
health plans (“Cadillac plans”) beginning in 2018. We are currently unable to reduce the benefit levels of our UMWA medical plans to avoid
this excise tax because these benefit levels are required by the Coal Industry Retiree Health Benefit Act of 1992. We have assumed that the
cost of the excise tax paid by administrators will be passed through to us in the form of higher premiums or higher claims administration fees,
increasing our obligations. We project that we will have to pay the benefits plan administrator this excise tax beginning in 2018, and our plan
obligations at December 31, 2013, include $22.9 million related to this tax ($31.0 million at December 31, 2012).

Cash Flows
Estimated Contributions from the Company to Plan Assets
Based on the funded status and assumptions at December 31, 2013, we expect the Company to contribute $5.0 million in cash to the plans to
pay 2014 beneficiary payments for black lung and other plans. We do not expect to contribute cash to our UMWA plans since we believe these
plans have sufficient amounts held in trust to pay for beneficiary payments for 2014. Our UMWA plans are not covered by ERISA or other
funding laws or regulations that require these plans to meet funding ratios.

Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2013, are as follows:

(In millions)

2014
2015
2016
2017
2018
2019 through 2023

UMWA plans

Black lung and other plans

Total

31.5
31.9
31.5
31.3
32.9
148.6

5.0
4.7
4.4
4.1
3.8
15.9

36.5
36.6
35.9
35.4
36.7
164.5

Retirement Plan Assets

U.S. Plans
The fair value of the Level 3 investments has been estimated using the net asset value per share of the investment.

Fair
Value
Level

Total Fair
Value

December 31, 2013
%
Actual

%
Target

Allocation

Total Fair
Value

December 31, 2012
%
Actual

%
Target
Allocation

(In millions, except for percentages)

U.S. Pension Plans
Cash, cash equivalents and receivables
Equity securities:
U.S. large-cap(a)
U.S. small/mid-cap(a)
International(a)
Emerging markets(b)
Dynamic asset allocation(c)
Fixed-income securities:
Long duration(d)
Long duration(d)
High yield(e)
Emerging markets(f)
Other types of investments:
Hedge fund of funds(g)
Core property(h)
Structured credit(i)
Total

UMWA Plans
Equity securities:
U.S. large-cap(a)
U.S. small/mid-cap(a)
International(a)
Fixed-income securities:
High yield(e)
Emerging markets(f)
Multi asset real return(j)
Other types of investments:
Hedge fund of funds(g)
Core property(h)
Total

3.8

1
1
1
1
1

1
2
1
1

2
2
3

1
1
1

2
2

132.1
58.6
114.4
31.7
50.2

190.8
65.0
24.5
23.2

37.3
40.2
40.0
811.8

107.0
27.9
41.8

24.1
10.9
29.3

29.2
14.2
284.4

16
7
14
4
6

3
3

5
5
5
100

38
10
15

8
4
10

10
5
100

16
7
14
4
6

3
3

5
5
5
100

37
9
14

8
4
13

10
5
100

3.5

227.3
60.8
94.1
-
-

139.9
39.1
61.9
30.4

99.3
-
-
756.3

97.2
23.7
39.3

23.1
11.7
32.8

40.9
-
268.7

Allocation

30
8
12
-
-

8
4

13
-
-
100

36
9
15

9
4
12

15
-
100

30
8
12
-
-

8
4

15
-
-
100

37
9
14

8
4
13

15
-
100

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

These categories include passively managed U.S. large-cap mutual funds and actively managed U.S. small/mid-cap and international mutual funds that
track various indices such as the S&P 500 Index, the Russell 2500 Index and the MSCI All Country World Ex-U.S. Index.
This category represents an actively managed mutual fund that invests primarily in equity securities of emerging market issuers. Emerging market
countries are those countries that are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance
Corporation, or the European Bank for Reconstruction and Development or included in an emerging markets index by a recognized index provider.
This category represents an actively managed mutual fund that seeks to generate total return over time by selecting investments from among a broad range
of asset classes. The fund’s allocations among asset classes may be adjusted over short periods and can vary from multiple to a single asset class.
This category represents actively managed mutual funds that seeks to duplicate the risk and return characteristics of a long-term fixed-income securities
portfolio with an approximate duration of 10 years and longer by using a long duration bond portfolio, including interest-rate swap agreements and
Treasury futures contracts, and zero-coupon securities created by the U.S. Treasury, for the purpose of managing the overall duration of this fund.
This category represents an actively managed mutual fund that invests primarily in fixed-income securities rated below investment grade, including
corporate bonds and debentures, convertible and preferred securities and zero-coupon obligations. The fund’s average weighted maturity may vary and
will generally not exceed ten years.
This category represents an actively managed mutual fund that invests primarily in U.S.-dollar-denominated debt securities of government, government-
related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers.
This category represents an actively managed mutual fund that invests in different hedge-fund investments, with various strategies. The fund holds
approximately 40 separate hedge-fund investments. Strategies included (1) long-short equity, (2) event-driven and distressed-debt, (3) global macro, (4)
credit hedging, (5) multi-strategy, and (6) fixed-income arbitrage. Its investment objective is to seek to achieve an attractive risk-adjusted return with
moderate volatility and moderate directional market exposure over a full market cycle.
This category represents an actively managed mutual fund that seeks both current income and long-term capital appreciation through investing in
underlying funds that acquire, manage, and dispose of commercial real estate properties. These properties are high-quality, low-leveraged, income-
generating office, industrial, retail, and multi-family properties, generally fully-leased to creditworthy companies and governmental entities.
This category represents an actively managed mutual fund that invests primarily in a diversified portfolio comprised primarily of collateralized loan
obligations and other structured credit investments backed primarily by bank loans.
This category represents an actively managed mutual fund that invests primarily in fixed income and equity securities and commodity linked instruments.
The category seeks total returns that exceed the rate of inflation over a full market cycle regardless of market conditions.

Assets of our U.S. plans are invested with an objective of maximizing the total return, taking into consideration the liabilities of the plan, and
minimizing the risks that could create the need for excessive contributions. Plan assets are invested primarily using actively managed accounts
with asset allocation targets listed in the tables above. Our policy does not permit the purchase of Brink’s common stock if immediately after
any such purchase the aggregate fair market value of the plan assets invested in Brink’s common stock exceeds 10% of the aggregate fair
market value of the assets of the plan, except as permitted by an exemption under ERISA. The plans rebalance their assets on a quarterly basis
if actual allocations of assets are outside predetermined ranges. Among other factors, the performance of asset groups and investment
managers will affect the long-term rate of return.

Most of our investments of our U.S. retirement plans can be redeemed daily. The hedge-fund-of-funds, core-property and structured-credit
investments can be redeemed quarterly with 65 days’ notice. The hedge-fund-of-funds investment had a two-year lockup provision that has
expired and we transferred this investment from Level 3 to Level 2 in 2013. The structured-credit investment was acquired in 2013 and is
subject to a two-year lockup provision which will expire in November 2015. We categorized this investment as Level 3. Beginning in 2013, a
portion of the long-duration securities in our U.S. pension plan no longer have an active trading market in order to obtain quoted prices. As
such, we transferred these investments from Level 1 to Level 2 in 2013.

Non-U.S. Plans
Fair values of investments totaling $167.9 million at December 31, 2013, and $140.1 million at December 31, 2012, of our non-U.S. pension
plans have been estimated using quoted prices in active markets and are categorized as Level 1 valuation inputs. Fair values for investments of
our non-U.S. pension plans totaling $154.1 million at December 31, 2013, and $142.9 million at December 31, 2012, have been estimated
using the net asset value per share of the investments and are categorized as Level 2 valuation inputs.

(In millions, except for percentages)

Non-U.S. Pension Plans
Cash and cash equivalents
Equity securities:
U.S. equity funds(a)
Canadian equity funds(a)
European equity funds(a)
Asia Pacific equity funds(a)
Emerging markets(a)
Other non-U.S. equity funds(a)
Total equity securities

Fixed-income securities:
Global credit(b)
Canadian fixed-income funds(c)
European fixed-income funds(d)
High-yield(e)
Emerging markets(f)
Long-duration(g)

Total fixed-income securities

Other types of investments:
Convertible securities(h)
Commodity derivatives(i)
Other

Total other types of investments

Total

December 31, 2013
%
Actual

%
Target

Allocation

Total Fair
Value

December 31, 2012
%
Actual

Allocation

%
Target
Allocation

5.2

30.0
38.3
8.9
1.7
9.3
38.8
127.0

37.5
24.8
11.0
12.3
6.9
79.4
171.9

12.0
4.7
1.2
17.9
322.0

6
100

2.6

25.8
31.7
7.4
1.3
4.7
37.3
108.2

34.3
20.3
10.2
10.2
5.8
76.1
156.9

10.1
4.0
1.2
15.3
283.0

6
100

5
100

(a) These categories are comprised of equity index actively and passively managed funds that track various indices such as S&P 500 Composite Total Return

Index, Russell 1000 and 2000 Indices, MSCI Europe Ex-UK Index, S&P/TSX Total Return Index, MSCI EAFE Index and others. Some of these funds use
a dynamic asset allocation investment strategy seeking to generate total return over time by selecting investments from among a broad range of asset
classes, investing primarily through the use of derivatives.

(b) This category represents investment-grade fixed income debt securities of European issuers from diverse industries.
(c) This category seeks to achieve a return that exceeds the Scotia Capital Markets Universe Bond Index.
(d) This category is designed to generate income and exhibit volatility similar to that of the Sterling denominated bond market. This category primarily invests

in investment grade or better securities.

(e) This category consists of global high-yield bonds. This category invests in lower rated and unrated fixed income, floating rate and other debt securities

issued by European and American companies.

(f) This category consists of a diversified portfolio of listed and unlisted debt securities issued by governments, financial institutions, companies or other

entities domiciled in emerging market countries.

(g) This category is designed to achieve a return consistent with holding longer term debt instruments. This category invests in interest rate and inflation

derivatives, government-issued bonds, real-return bonds, and futures contracts.
(h) This category invests in convertible securities of global issuers from diverse industries.
(i) This category invests in commodities through financial derivatives of global issuers and short-dated government paper and cash components.

Asset allocation strategies for our non-U.S. plans are designed to accumulate a diversified portfolio among markets and asset classes in order to
reduce market risk and increase the likelihood that pension assets are available to pay benefits as they are due. Assets of non-U.S. pension
plans are invested primarily using actively managed accounts. The weighted-average asset allocation targets are listed in the table above, and
reflect limitations on types of investments held and allocations among assets classes, as required by local regulation or market practice of the
country where the assets are invested. Most of the investments of our non-U.S. retirement plans can be redeemed at least monthly, except for a
portion of “Other” in the above table, which can be redeemed quarterly.

The UK pension plan investment that was previously classified as Level 3 had a lockup provision that has expired and has therefore been
transferred to Level 2 in 2013.

Changes in plan assets measured at fair value using significant unobservable inputs (Level 3) for our retirement plans are as follows:

(In millions)

U.S. Pension Plans

UMWA Plans

Non-U.S. Pension Plans

Balance at December 31, 2011
Actual return on plan assets:

Relating to assets still held at the reporting date
Relating to assets sold during the period

Purchases, sales and settlements
Transfers in and/or out of Level 3
Balance at December 31, 2012

Actual return on plan assets:

Relating to assets still held at the reporting date
Relating to assets sold during the period

Purchases, sales and settlements
Transfers out of Level 3(a)
Balance at December 31, 2013

96.8

2.5
-
-
-
99.3

0.4
-
39.6
(99.3)
40.0

39.9

1.0
-
-
-
40.9

-
-
-
(40.9)
-

(a) Transfers out of Level 3 are deemed to have occurred at the beginning of the year.

0.6

-
-
-
-
0.6

-
-
-
(0.6)
-

Multi-employer Pension Plans
We contribute to multi-employer pension plans in a few of our non-U.S. subsidiaries. We recognized $0.2 million of multi-employer pension
expense for continuing operations in 2013 and $0.3 million in 2012. We did not recognize any multi-employer pension expense in 2011.

Savings Plans
We sponsor various defined contribution plans to help eligible employees provide for retirement. We record expense for amounts that we
contribute on behalf of employees, usually in the form of matching contributions. Prior to December 31, 2011, we matched 125% of up to the
first 5% of our employees’ eligible contributions to our U.S. 401(k) plan. In January 2012, we reduced the matching contribution to 100% of
up to the first 4% of employee contributions. In April 2012, we further reduced the matching contribution to 100% on the first 1% of employee
contributions. Our matching contribution expense is as follows:

(In millions)
Years Ended December 31,

U.S. 401(K)
Other plans
Total

2013

2012

2011

2.6
2.9
5.5

4.6
2.5
7.1

16.9
3.9
20.8

Note 4 – Income Taxes

(In millions)

Income (loss) from continuing operations before income taxes
U.S.
Foreign
Income from continuing operations before income taxes

Provision (benefit) for income taxes from continuing operations
Current tax expense (benefit)
U.S. federal
State
Foreign
Current tax expense

Deferred tax expense (benefit)
U.S. federal
State
Foreign
Deferred tax benefit
Provision (benefit) for income taxes of continuing operations

(In millions)

Comprehensive provision (benefit) for income taxes allocable to
Continuing operations
Discontinued operations
Other comprehensive income (loss)
Equity
Comprehensive provision (benefit) for income taxes

Years Ended December 31,
2012

2011

2013

(51.8)
200.0
148.2

0.5
1.5
84.6
86.6

(20.6)
(1.9)
(12.1)
(34.6)
52.0

(19.6)
178.7
159.1

(16.0)
204.3
188.3

(0.1)
(0.3)
70.9
70.5

(29.9)
(1.4)
(12.1)
(43.4)
27.1

2.9
(0.1)
91.9
94.7

(21.3)
(0.9)
(8.5)
(30.7)
64.0

Years Ended December 31,
2012

2011

2013

52.0
4.7
141.0
2.8
200.5

27.1
(1.0)
9.3
2.7
38.1

64.0
(3.9)
(74.4)
(1.1)
(15.4)

Rate Reconciliation
The following table reconciles the difference between the actual tax rate on continuing operations and the statutory U.S. federal income tax rate
of 35%.

(In percentages)

U.S. federal tax rate
Increases (reductions) in taxes due to:
Adjustments to valuation allowances
Foreign income taxes
Medicare subsidy for retirement plans
French business tax
Nontaxable acquisition-related (gains) losses
Taxes on undistributed earnings of foreign affiliates
State income taxes, net
Change in judgment about uncertain tax positions in Mexico
Other
Actual income tax rate on continuing operations

Years Ended December 31,
2012

2011

2013

35.0 %

4.0
(6.5)
(1.1)
3.0
-
(0.1)
(0.1)
-
0.9

35.1 %

1.2
(2.2)
(14.4)
2.7
-
(2.2)
(0.1)
(4.7)
1.7
17.0 %

(2.9)
0.3
-
2.4
(0.4)
0.2
(0.5)
-
(0.1)
34.0 %

Components of Deferred Tax Assets and Liabilities

(In millions)

Deferred tax assets
Pension liabilities
Retirement benefits other than pensions
Workers’ compensation and other claims
Other assets and liabilities
Net operating loss carryforwards
Alternative minimum and other tax credits(a)
Subtotal
Valuation allowances
Total deferred tax assets

Deferred tax liabilities
Property and equipment, net
Other assets and miscellaneous
Deferred tax liabilities
Net deferred tax asset

Included in:
Current assets
Noncurrent assets
Current liabilities, included in accrued liabilities
Noncurrent liabilities
Net deferred tax asset

December 31,

2013

2012

70.0
60.7
35.1
138.6
26.8
44.7
375.9
(32.4)
343.5

9.9
31.0
40.9
302.6

72.0
251.7
(3.1)
(18.0)
302.6

136.4
127.2
38.3
115.3
63.5
37.9
518.6
(47.4)
471.2

11.2
37.4
48.6
422.6

59.4
385.3
(3.4)
(18.7)
422.6

(a) U.S. alternative minimum tax credits of $43.8 million have an unlimited carryforward period and the remaining credits of $0.9 million have various

carryforward periods.

Valuation Allowances
Valuation allowances relate to deferred tax assets in various federal, state and non-U.S. jurisdictions. Based on our historical and expected
future taxable earnings, and a consideration of available tax-planning strategies, we believe it is more likely than not that we will realize the
benefit of the existing deferred tax assets, net of valuation allowances, at December 31, 2013.

(In millions)

Valuation allowances:
Beginning of year
Expiring tax credits
Acquisitions and dispositions
Changes in judgment about deferred tax assets(a)
Other changes in deferred tax assets, charged to:
Income from continuing operations
Income from discontinued operations

Other comprehensive income (loss)

Foreign currency exchange effects
End of year

Years Ended December 31,
2012

2011

2013

47.4
(1.8)
(32.7)
(0.2)

6.2
12.5
-
1.0
32.4

43.9
(0.8)
(0.9)
(1.0)

3.4
1.9
0.1
0.8
47.4

45.9
(0.3)
0.3
(8.2)

7.6
-
-
(1.4)
43.9

(a)

Changes in judgment about valuation allowances are based on a recognition threshold of “more-likely-than-not.”Amounts are based on beginning-of-year
balances of deferred tax assets that could potentially be realized in future years. Amounts are recognized in income from continuing operations.

Undistributed Foreign Earnings
As of December 31, 2013, we have not recorded U.S. federal deferred income taxes on approximately $259 million of undistributed earnings of
foreign subsidiaries and equity affiliates. It is expected that these earnings will be permanently reinvested in operations outside the U.S. It is
not practical to compute the estimated deferred tax liability on these earnings.

Net Operating Losses
The gross amount of the net operating loss carryforwards as of December 31, 2013, was $214.5 million. The tax benefit of net operating loss
carryforwards, before valuation allowances, as of December 31, 2013, was $26.8 million, and expires as follows:

(In millions)

Years of expiration
2014-2018
2019-2023
2024 and thereafter

No expiration

Federal

State

Foreign

Total

-
-
-
-
-

0.3
0.2
10.3
-
10.8

3.9
5.3
0.4
6.4
16.0

4.2
5.5
10.7
6.4
26.8

Uncertain Tax Positions
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(In millions)

Uncertain tax positions:
Beginning of year

Increases related to prior-year tax positions
Decreases related to prior-year tax positions

Increases related to current-year tax positions

Settlements
Effect of the expiration of statutes of limitation

Increases (decreases) related to business combinations and dispositions

Foreign currency exchange effects
End of year

Years Ended December 31,
2012

2011

2013

11.8
0.1
-
2.3
(0.7)
(3.4)
-
0.7
10.8

17.2
1.4
(6.9)
1.6
(0.7)
(1.2)
-
0.4
11.8

19.4
0.8
(1.6)
1.3
-
(1.2)
(0.7)
(0.8)
17.2

Included in the balance of unrecognized tax benefits at December 31, 2013, are potential benefits of approximately $9.7 million that, if
recognized, will reduce the effective tax rate on income from continuing operations.

We recognize accrued interest and penalties related to unrecognized tax benefits in provision (benefit) for income taxes. Interest and penalties
included in provision (benefit) for income taxes amounted to ($1.1) million in 2013, ($2.1) million in 2012, and $1.2 million in 2011. We had
accrued penalties and interest of $2.1 million at December 31, 2013, and $3.7 million at December 31, 2012.

We file income tax returns in the U.S. federal and various state and foreign jurisdictions. With a few exceptions, as of December 31, 2013, we
were no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2010.
Additionally, due to statute of limitations expirations and audit settlements, it is reasonably possible that approximately $1.7 million of
currently remaining unrecognized tax positions may be recognized by the end of 2014.

Note 5 – Property and Equipment

The following table presents our property and equipment that is classified as held and used:

(In millions)

Land
Buildings
Leasehold improvements
Vehicles
Capitalized software(a)
Other machinery and equipment

Accumulated depreciation and amortization
Property and equipment, net

December 31,

2013

2012

68.0
258.0
215.6
438.0
184.6
692.5
1,856.7
(1,098.0)
758.7

70.8
247.6
217.5
433.6
168.2
682.3
1,820.0
(1,026.2)
793.8

(a) Amortization of capitalized software costs included in continuing operations was $17.9 million in 2013, $15.4 million in 2012 and $13.2 million in 2011.

Note 6 – Acquisitions

We account for acquisitions as business combinations using the acquisition method. Under the acquisition method of accounting, assets
acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The consolidated statements of
income include the results of operations for each acquired entity from the date of acquisition.

We acquired 100% of the capital stock of Brazil-based Rede Transacoes Eletronicas Ltda. (Rede Trel) on January 31, 2013. The purchase
price was $27.7 million. On the acquisition date, Rede Trel had $10 million of cash and cash equivalents that it uses as working capital,
resulting in a net cash outflow in our consolidated statement of cash flows of $16 million related to the acquisition. Rede Trel distributes
electronic prepaid products, including mobile phone airtime, via a network of approximately 20,000 retail locations across Brazil. Rede Trel’s
strong distribution network supplements Brink’s existing payments business, ePago, which has operations in Brazil, Mexico, Colombia and
Panama.

We estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. This valuation required management
to make significant estimates and assumptions. We have completed the valuation work required to allocate the purchase price and our final
estimates of the acquisition-date fair values of Rede Trel assets and liabilities are shown in the following table.

(In millions)

Fair value of purchase consideration
Cash paid for 100% of shares
Fair value of contingent consideration
Fair value of purchase consideration

Fair value of net assets acquired
Cash
Accounts receivable
Other current assets
Property and equipment
Intangible assets(a)
Goodwill(b)
Current liabilities
Noncurrent liabilities
Fair value of net assets acquired

Estimated Fair
Value at
January 31, 2013

25.9
1.8
27.7

10.0
7.8
19.9
4.0
11.8
14.0
(38.8)
(1.0)
27.7

(a)

Intangible assets are primarily comprised of agent relationships and contractual agreements with the major Brazilian telecommunications companies. As
of the acquisition date, the weighted-average amortization period for these intangible assets was 10.9 years.

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rede Trel's distribution

network into our existing ePago business. All of the goodwill has been assigned to the Latin America reporting unit and is expected to be deductible for tax
purposes.

Note 7 – Goodwill and Other Intangible Assets

Goodwill and other intangible assets resulted from acquiring businesses. The following table summarizes our other intangible assets:

(In millions)

Customer relationships:
Latin America
EMEA
North America
Asia Pacific
Indefinite-lived trade names:
Latin America
EMEA
Asia Pacific
Finite-lived trade names:
Latin America
EMEA
North America
Asia Pacific
Other contract-related assets:
Latin America
Other:
Latin America
EMEA
Asia Pacific
Total

December 31, 2013

December 31, 2012

Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying

Amount

Amortization

Amount

Amortization

Amount

23.8
28.7
3.0
13.6

11.5
0.3
-

1.7
-
-
-

9.3

0.8
1.2
0.9
94.8

(12.6)
(24.7)
(3.0)
(3.2)

-
-
-

(1.3)
-
-
-

(0.8)

(0.8)
(1.2)
(0.9)
(48.5)

11.2
4.0
-
10.4

11.5
0.3
-

0.4
-
-
-

8.5

-
-
-
46.3

27.1
31.9
12.9
17.1

11.7
0.3
1.0

1.4
0.1
1.7
0.5

1.0
1.4
1.0
109.1

(11.6)
(27.3)
(5.4)
(3.3)

-
-
-

(1.4)
(0.1)
(0.1)
(0.5)

(1.0)
(1.3)
(1.0)
(53.0)

15.5
4.6
7.5
13.8

11.7
0.3
1.0

-
-
1.6
-

-
0.1
-
56.1

The changes in the carrying amount of goodwill and other intangible assets by operating segment for the years ended December 31, 2013 and
2012 are as follows:

(In millions)

Goodwill:

Latin America
EMEA
North America
Asia Pacific

Total goodwill

Other intangibles:

Customer relationships
Latin America
EMEA

North America
Asia Pacific
Indefinite-lived trade names

Latin America
EMEA
Asia Pacific
Finite-lived trade names
Latin America
North America
Other contract-related assets

Latin America

Beginning
Balance

Acquisitions/ Amortization
Dispositions

Expense(a)

Adjustments

Currency

Ending
Balance

December 31, 2013

43.6
142.1
20.5
37.6
243.8

15.5
4.6
7.5
13.8

11.7
0.3
1.0

-
1.6

0.1
56.1

14.0
1.8
(2.4)
(9.4)
4.0

-
0.8
(5.9)
(1.0)

-
-
-

0.7
(1.4)

11.1

-
4.3

-
-
-
-
-

(2.7)
(1.6)
(1.3)
(1.0)

-
-
-

(0.1)
(0.1)

(0.9)

(0.1)
(7.8)

-
-
-
-
-

-
-
-
-

-
-
(0.9)

-
-

-
(0.9)

(7.6)
4.1
(0.9)
(3.2)
(7.6)

(1.6)
0.2
(0.3)
(1.4)

(0.2)
-
(0.1)

(0.2)
(0.1)

(1.7)

-
(5.4)

50.0
148.0
17.2
25.0
240.2

11.2
4.0
-
10.4

11.5
0.3
-

0.4
-

8.5

-
46.3

Other

EMEA

Total other intangibles

(a)

Includes amortization expense of $1.3 million in 2013 that has been reclassified to discontinued operations.

(In millions)

Goodwill:
Latin America
EMEA
North America
Asia Pacific
Total goodwill

Other intangibles:
Customer relationships

Latin America
EMEA
North America
Asia Pacific

Indefinite-lived trade names

Latin America
EMEA
Asia Pacific

Finite-lived trade names

Latin America
North America
Asia Pacific

Other

Latin America
EMEA
Asia Pacific
Total other intangibles

Beginning
Balance

Acquisitions/ Amortization
Dispositions

Expense(a)

Adjustments

Currency

Ending
Balance

December 31, 2012

46.7
126.0
20.1
38.6
231.4

18.5
6.4
8.9
15.3

10.8
0.3
1.0

0.1
1.6
0.1

0.2
0.4
0.2
63.8

0.2
15.1
-
-
15.3

1.3
1.0
-
-

-
-
-

-
(0.1)
-
2.2

-
-
-
-
-

(3.0)
(2.7)
(1.6)
(1.1)

-
-
-

-
(0.1)
(0.1)

(0.2)
(0.1)
(0.2)
(9.1)

-
(2.1)
-
-
(2.1)

-
-
-
-

-
-
-

-
-
-
-

(3.3)
3.1
0.4
(1.0)
(0.8)

(1.3)
(0.1)
0.2
(0.4)

0.9
-
-

(0.1)
0.1
-

-
(0.1)
-
(0.8)

43.6
142.1
20.5
37.6
243.8

15.5
4.6
7.5
13.8

11.7
0.3
1.0

-
1.6
-

-
0.1
-
56.1

(a)

Includes amortization expense of $1.9 million in 2012 that has been reclassified to discontinued operations.

Our estimated aggregate amortization expense for finite-lived intangibles recorded at December 31, 2013, for the next five years is as follows:

(In millions)

Amortization expense

Note 8 – Other Assets

(In millions)

Prepaid pension assets
Equity method investment in unconsolidated entities
Available-for-sale securities
Other
Other assets

2014

2015

2016

2017

2018

5.3

4.7

4.1

3.5

3.0

December 31,

2013

2012

28.6
15.8
4.5
49.5
98.4

21.9
15.6
5.3
36.6
79.4

Note 9– Accumulated Other Comprehensive Income (Loss)

The following tables provide the components of other comprehensive income (loss), including the amounts reclassified from accumulated other
comprehensive income (loss) into earnings for 2013, 2012 and 2011:

(In millions)

2013

Amounts attributable to Brink's:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities
Gains (losses) on cash flow hedges

Amounts attributable to noncontrolling interests:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities
Gains (losses) on cash flow hedges

Total
Benefit plan adjustments(a)
Foreign currency translation adjustments(b)
Unrealized gains (losses) on available-for-sale securities(c)
Gains (losses) on cash flow hedges(d)

2012

Amounts attributable to Brink's:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities

Amounts attributable to noncontrolling interests:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities

Total
Benefit plan adjustments(a)
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities(c)

Amounts Arising During Amounts Reclassified to

the Current Period

Net Income (Loss)

Pretax

Income
Tax

Pretax

Income
Tax

Total Other
Comprehensive
Income (Loss)

251.9
(30.9)
(0.3)
2.9
223.6

(114.1)
-
0.1
-
(114.0)

(0.9)
(1.4)
-
-
(2.3)

0.3
-
-
-
0.3

251.0
(32.3)
(0.3)
2.9
221.3

(113.8)
-
0.1
-
(113.7)

(53.4)
1.0
0.8
(51.6)

(2.9)
2.4
-
(0.5)

(56.3)
3.4
0.8
(52.1)

17.3
(0.2)
(0.2)
16.9

-
-
-
-

17.3
(0.2)
(0.2)
16.9

76.4
(0.5)
0.4
(2.3)
74.0

0.3
-
-
-
0.3

76.7
(0.5)
0.4
(2.3)
74.3

78.3
-
(2.9)
75.4

-
-
-
-

78.3
-
(2.9)
75.4

(27.1)
0.1
(0.2)
-
(27.2)

(0.1)
-
-
-
(0.1)

(27.2)
0.1
(0.2)
-
(27.3)

(27.2)
-
1.0
(26.2)

-
-
-
-

(27.2)
-
1.0
(26.2)

187.1
(31.3)
-
0.6
156.4

(0.4)
(1.4)
-
-
(1.8)

186.7
(32.7)
-
0.6
154.6

15.0
0.8
(1.3)
14.5

(2.9)
2.4
-
(0.5)

12.1
3.2
(1.3)
14.0

(In millions)

2011

Amounts attributable to Brink's:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities

Amounts attributable to noncontrolling interests:
Benefit plan adjustments
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities

Total
Benefit plan adjustments(a)
Foreign currency translation adjustments
Unrealized gains (losses) on available-for-sale securities(c)

Amounts Arising During Amounts Reclassified to

the Current Period

Net Income (Loss)

Pretax

Income
Tax

Pretax

Income
Tax

Total Other
Comprehensive
Income (Loss)

(253.2)
(48.4)
2.0
(299.6)

89.4
1.7
-
91.1

-
(2.1)
0.1
(2.0)

-
-
-
-

(253.2)
(50.5)
2.1
(301.6)

89.4
1.7
-
91.1

52.0
-
(4.4)
47.6

-
-
-
-

52.0
-
(4.4)
47.6

(17.6)
-
0.9
(16.7)

-
-
-
-

(17.6)
-
0.9
(16.7)

(129.4)
(46.7)
(1.5)
(177.6)

-
(2.1)
0.1
(2.0)

(129.4)
(48.8)
(1.4)
(179.6)

(a)

The amortization of prior experience losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net
periodic retirement benefit cost also includes service costs, interest costs, expected returns on assets, and settlement costs. The total pretax expense is
allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis:

(In millions)

Total net periodic retirement benefit cost included in:
Cost of revenues
Selling, general and administrative expenses

2013

December 31,
2012

2011

66.8
17.5

64.7
19.8

41.4
8.2

(b)

Pretax foreign currency translation adjustments reclassified to the income statement in 2013 relate to the sale of ICD Limited and its affiliates, as well as
CIT operations in Hungary, and Poland. The amounts are included in loss from discontinued operations in the income statement.

(c) Gains and losses on sales of available-for-sale securities are reclassified from accumulated other comprehensive loss to the income statement when the

gains or losses are realized. Pretax amounts are classified in the income statement as interest and other income (expense).
Pretax gains and losses on cash flow hedges are classified in the income statement as

(d)

 other operating income (expense) ($3.3 million gains in 2013)


interest and other income (expense) ($1.0 million losses in 2013)

The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:

(In millions)
Balance as of December 31,2010
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Balance as of December 31, 2011
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Balance as of December 31, 2012
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Other comprehensive income (loss) attributable to Brink's
Acquisitions of noncontrolling interests
Balance as of December 31, 2013

Benefit Plan
Adjustments
(550.7)
(163.8)
34.4
(680.1)
(36.1)
51.1
(665.1)
137.8
49.3
187.1
-
(478.0)

Foreign
Currency
Translation
Adjustments
(64.0)
(46.7)
-
(110.7)
0.8
-
(109.9)
(30.9)
(0.4)
(31.3)
(0.3)
(141.5)

Unrealized
Gains
(Losses) on
Available-
for-Sale
Securities

Gains
(Losses) on
Cash Flow
Hedges

4.4
2.0
(3.5)
2.9
0.6
(1.9)
1.6
(0.2)
0.2
-
-
1.6

-
-
-
-
-
-
-
2.9
(2.3)
0.6
-
0.6

Total
(610.3)
(208.5)
30.9
(787.9)
(34.7)
49.2
(773.4)
109.6
46.8
156.4
(0.3)
(617.3)

100

Note 10 – Fair Value of Financial Instruments

Investments in Available-for-sale Securities
We have investments in mutual funds designated as available-for-sale securities that are carried at fair value in the financial statements. For
these investments, fair value was estimated based on quoted prices categorized as a Level 1 valuation.

Fixed-Rate Debt
The fair value and carrying value of our fixed-rate debt are as follows:

(In millions)

DTA bonds

Carrying value
Fair value

Unsecured notes issued in a private placement

Carrying value
Fair value

December 31,

2013

2012

43.2
42.8

100.0
105.8

43.2
43.4

100.0
110.5

The fair value estimate of our obligation related to the fixed-rate Dominion Terminal Associates (“DTA”) bonds is based on price information
observed in a less-active market, which we have categorized as a Level 2 valuation.

The fair value estimate of our unsecured private-placement notes is based on the present value of future cash flows, discounted at rates for
similar instruments at the respective measurement dates, which we have categorized as a Level 3 valuation.

There were no transfers in or out of any of the levels of the valuation hierarchy in 2013.

Other Financial Instruments
Other financial instruments include cash and cash equivalents, short-term fixed rate deposits, accounts receivable, floating rate debt, accounts
payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. Our short
term contracts have a weighted average maturity of approximately one month. In 2013, we additionally entered into a cross-currency swap to
hedge against the change in value of a long-term intercompany loan denominated in a currency other than the lending subsidiary’s functional
currency. The fair values of these currency contracts, including the cross-currency swap, are determined using Level 2 valuation techniques
and are based on the present value of net future cash payments and receipts. Accordingly, the fair values will fluctuate based on changes in
market interest rates and the respective foreign currency to U.S. dollar exchange rate. The fair values of our outstanding short-term foreign
currency contracts at December 31, 2013, were not significant. At December 31, 2013, the fair value of the cross-currency swap was a net
asset of $3.7 million. There were no transfers in or out of any of the levels of the valuation hierarchy in 2013.

Note 11 – Accrued Liabilities

(In millions)

Payroll and other employee liabilities
Taxes, except income taxes
Cash held by Cash Management Services operations(a)
Workers’ compensation and other claims
Retirement benefits (see note 3)
Income taxes payable
Other
Accrued liabilities

December 31,

2013

2012

172.8
110.5
31.3
24.3
10.3
14.5
143.8
507.5

168.9
109.8
44.0
24.4
13.4
16.1
139.9
516.5

(a) Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is

generally credited to customers’ accounts the following day and we record a liability while the cash is in our possession.

101

Note 12 – Other Liabilities

(In millions)

Workers’ compensation and other claims
Post-employment benefits
Asset retirement and remediation obligations
Employee-related liabilities
Noncurrent tax liabilities
Other
Other liabilities

Note 13 – Long-Term Debt

(In millions)

Bank credit facilities:
Revolving Facility (year-end weighted average interest

rate of 1.6% in 2013 and 1.5% in 2012)

Private Placement Notes (Series A interest rate of 4.6%, Series B interest

rate of 5.2%), due 2021

Other non-U.S. dollar-denominated facilities (year-end weighted

average interest rate of 5.7% in 2013 and 7.7% in 2012)

Dominion Terminal Associates 6.0% bonds, due 2033
Capital leases (average rates: 3.7% in 2013 and 4.2% in 2012)

Total long-term debt

Included in:
Current liabilities
Noncurrent liabilities

Total long-term debt

December 31,

2013

2012

42.1
42.0
18.9
14.0
10.2
43.4
170.6

44.2
40.2
17.9
17.1
11.6
46.4
177.4

December 31,

2013

2012

120.6

107.2

100.0

14.9
43.2
76.4
355.1

24.6
330.5
355.1

20.9
43.2
91.3
362.6

27.0
335.6
362.6

We have a $480 million unsecured revolving bank credit facility (the “Revolving Facility”) that matures in January 2017. The Revolving
Facility’s interest rate is based on LIBOR plus a margin, alternate base rate plus a margin, or competitive bid. The Revolving Facility allows
us to borrow or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of December 31,
2013, $359 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility as of December 31, 2013,
were denominated primarily in U.S. dollars and to a lesser extent in euros.

We have three unsecured letter of credit facilities totaling $179 million, of which approximately $70 million was available at December 31,
2013. A $54 million facility expires in December 2016, an $85 million facility expires in June 2015, and a $40 million facility expires in
December 2015. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and
bank guarantees.

102

Minimum repayments of long-term debt are as follows:

(In millions)

2014
2015
2016
2017
2018
Later years
Total

Capital leases

Other long-term debt

20.5
20.7
13.7
10.4
6.4
4.7
76.4

4.1
13.7
9.1
129.7
7.1
115.0
278.7

Total

24.6
34.4
22.8
140.1
13.5
119.7
355.1

At December 31, 2013, we had undrawn letters of credit and guarantees totaling $137.0 million, including $109.0 million issued under the
letter of credit facilities, $21.0 million issued under the multi-currency revolving bank credit facilities, and $7.1 million issued under other
credit facilities. These letters of credit primarily support our obligations under various self-insurance programs and credit facilities.

Capital Leases
Property and equipment acquired under capital leases are included in property and equipment as follows:

(In millions)

Asset class:
Buildings
Vehicles
Machinery and equipment

Less: accumulated amortization
Total

December 31,

2013

2012

2.6
103.7
31.8
138.1
(57.6)
80.5

4.9
108.2
36.5
149.6
(47.4)
102.2

103

Note 14 – Accounts Receivable

(In millions)

Trade
Other
Total accounts receivable
Allowance for doubtful accounts
Accounts receivable, net

(In millions)

Allowance for doubtful accounts:
Beginning of year
Provision for uncollectible accounts receivable:

Continuing operations
Discontinued operations

Write offs less recoveries
Foreign currency exchange effects
End of year

Note 15 – Operating Leases

December 31,

2013

2012

595.2
35.2
630.4
(8.2)
622.2

590.7
30.8
621.5
(9.2)
612.3

Years Ended December 31,
2012

2011

2013

9.2

4.1
0.1
(3.9)
(1.3)
8.2

8.9

1.7
1.0
(1.0)
(1.4)
9.2

7.2

3.0
1.0
(1.4)
(0.9)
8.9

We lease facilities, vehicles, computers and other equipment under long-term operating and capital leases with varying terms. Most of the
operating leases contain renewal and/or purchase options. We expect that in the normal course of business, the majority of operating leases
will be renewed or replaced by other leases.

As of December 31, 2013, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in
excess of one year are included below.

(In millions)

2014
2015
2016
2017
2018
Later years

Facilities

Vehicles

Other

Total

55.0
42.3
29.8
21.4
15.7
43.0
207.2

13.4
8.2
3.3
0.5
0.2
-
25.6

13.1
14.8
15.6
0.1
-
-
43.6

81.5
65.3
48.7
22.0
15.9
43.0
276.4

In North America, most of the armored vehicles used by our U.S. operations are accounted for as operating leases. The cost related to these
leases is recognized as rental expense in the consolidated statements of income. Since March 2009, we have acquired armored vehicles in the
U.S. either by purchasing or by leasing under agreements that we have accounted for as capital leases. The cost of vehicles under capital lease
is recognized as depreciation and interest expense.

Net rent expense included in continuing operations amounted to $106.8 million in 2013, $97.1 million in 2012 and $101.2 million in 2011.

104

Note 16 – Share-Based Compensation Plans

We have share-based compensation plans to retain employees and nonemployee directors and to more closely align their interests with those of
our shareholders.

Non-Vested Shares and Stock Options
The 2005 Equity Incentive Plan (the “2005 Plan”) and the 2013 Equity Incentive Plan (the “2013 Plan”) permit grants of restricted stock,
restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to
eligible employees. The 2013 Plan also permits cash awards to eligible employees. The 2005 Plan was replaced by the 2013 Equity Incentive
Plan effective in February 2013. No further grants of awards will be made under the 2005 Plan.

Directors are eligible for share-based awards through the Non-Employee Directors’ Equity Plan (the “Directors’ Plan”). To date, we have
granted only deferred stock units under the Directors’ Plan. There are also outstanding stock options granted to directors under a prior plan, the
Non-Employee Directors’ Stock Option Plan (the “Prior Directors’ Plan”).

There are 3.5 million shares underlying share-based plans that are authorized, but not yet granted. Outstanding awards at December 31, 2013
include performance share units (“PSUs”), market share units (“MSUs”), restricted stock units (“RSUs”), deferred stock units (“DSUs”) and
stock options.

General Terms
PSUs granted in 2013 reward the achievement of pre-established financial goals over the performance period (April 1, 2013, through December
31, 2015) and will be paid out in shares of Brink’s common stock. Threshold, target and maximum levels of the financial goal performance
were established, which correspond to payouts between 0% and 200% of target. In addition, the number of shares issued are subject to a +/-
25% multiplier that will be applied to the payout based on Brink’s total shareholder return (“TSR”) relative to companies in the S&P 500 index.
TSR at or above the 75th percentile will result in the application of a +25% multiplier to PSU payouts while TSR at or below the 25th percentile
will result in the application of a -25% multiplier to PSU payouts. There is no multiplier applied to PSU payouts if TSR performance is
between the 25th and 75th percentile.

MSUs granted in 2013 will be paid out in shares of Brink’s common stock at the end of the performance period (April 1, 2013, through
December 31, 2015) at a rate of 0 to 150% of a target number of shares awarded. The multiplier is calculated as the ratio of the price of
Brink’s stock at the end of the performance period divided by the price of Brink’s stock at the beginning of the performance period. If the price
of Brink’s common stock at the end of the performance period is less than 50% of the initial price, no payout for MSUs will occur.

RSUs granted will be paid out in shares of Brink’s common stock when they vest, generally ratably in three equal annual installments.

Stock options (none granted in 2013) were granted at a price not less than the average quoted market price on the date of grant. Options
granted to employees have a maximum term of six years and options granted to directors have a maximum term of ten years.

Expense recognition
Compensation expense related to share-based awards granted to employees is recognized from the grant date to the earlier of the retirement
eligible date or the stated vesting date. Compensation expense related to deferred stock units granted to directors is recognized in its entirety at
the grant date. Compensation expense is classified as selling, general and administrative expenses in the consolidated statements of income.

Method and Assumptions Used to Estimate Fair Value
The fair value of RSUs and DSUs was measured at the date of grant based on the price of Brink’s common stock, adjusted for a discount on
units that do not receive or accrue dividends.

105

The fair value of PSUs and MSUs was estimated using a Monte-Carlo simulation with the following estimated weighted-average assumptions:

Assumptions Used to Estimate Fair Value of 2013 Grants of PSUs and MSUs

PSUs

MSUs

Number of target shares, in thousands

210

Assumptions used to estimate fair value
Beginning average price of Brink’s common stock(a)
Expected dividend yield for the TSR provision of PSU awards(b)
Expected dividend yield for PSUs and MSUs(c)
Expected volatility(d)
Risk-free interest rate
Expected term in years(e)

Weighted-average fair value estimates at grant date(f):

In millions

Fair value per share

$
$

27.59
0%
0%
39%
0.3%
2.7

5.5
26.22

27.59
n/a
0%
39%
0.3%
2.7

2.5
26.42

(a) The beginning average price of Brink’s common stock was based on the 20-day trading average price from March 4, 2013 to April 1, 2013.
(b) The expected dividend yield for the TSR provision of the PSU awards assumes that dividends are reinvested. The stock price projection assumes a 0%

dividend yield, which is equivalent to reinvesting dividends over the performance period.

(c) The expected yield is 0% because neither the PSUs nor the MSUs are entitled to dividends during the performance period.
(d) The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
(e) The expected term of the awards was based on the performance measurement period ending December 31, 2015.
(f) For PSUs, the grant date fair value is based on the target level of the award. Total compensation cost of the PSUs recognized is subject to adjustment based

on the actual level of achievement of the underlying financial goal.

The fair value of stock options was estimated at the time of grant using the Black-Scholes option-pricing model. For those awards subject to a
ratable vesting schedule, fair value was measured for each separately vesting portion of the award as if the award were comprised of three
separate individual awards. The fair value of options granted during 2012 and 2011 was calculated using the following estimated weighted-
average assumptions:

Assumptions Used to Estimate Fair Value of Grants of Stock Options

2012

2011

Number of shares underlying options, in thousands
Weighted-average exercise price per share

Assumptions used to estimate fair value
Expected dividend yield(a):
Weighted-average

Expected volatility(b):

Weighted-average

Range
Risk-free interest rate:

Weighted-average

Range

Expected term in years(c):
Weighted-average

Range

Weighted-average fair value estimates at grant date:

In millions

Fair value per share

396
22.55

290
31.47

1.8%

40%
40%

39% –

1.3%

36%
37%

36% –

0.6%
0.4% – 0.9%

1.2%
0.5% – 1.9%

3.3 –

4.3
5.3

1.9 –

3.8
5.3

$
$

2.5
6.32

2.4
8.17

(a) The expected dividend yield is the calculated yield on Brink’s common stock at the time of the grant.
(b) The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
(c) The expected term of the options was based on historical option exercise, expiration and post-vesting cancellation behaviors.

106

As of December 31, 2013, total unrecognized compensation cost related to previously granted awards expected to be recognized are as follows:






$4.4 million associated with RSUs over a weighted average period of 1.7 years,
$3.8 million associated with PSUs over a weighted average period of 1.8 years,
$0.8 million associated with MSUs over a weighted average period of 0.4 years,
$0.3 million associated with options over a weighted average period of 1.1 years.

The following tables below summarize the activity in all plans for PSUs, MSUs, RSUs and DSUs.

Nonvested Share Activity - MSUs and PSUs

(in thousands of shares, except for per share amounts)

PSUs

MSUs

Total

Grant-Date
Fair Value

Number of shares

Weighted-Average

Balance as of December 31, 2012
Granted
Cancelled awards
Balance as of December 31, 2013

Nonvested Share Activity - RSUs and DSUs

-
210.4
(11.1)
199.3

-
96.2
-
96.2

-
306.6
(11.1)
295.5

-
26.28
26.22
26.28

Number of shares

Weighted-Average

(in thousands of shares, except for per share amounts)

RSUs

DSUs

Total

Balance as of December 31, 2010
Granted
Cancelled awards
Vested
Balance as of December 31, 2011
Granted
Cancelled awards
Vested
Balance as of December 31, 2012
Granted
Cancelled awards
Vested
Balance as of December 31, 2013

299.5
143.7
(16.5)
(127.1)
299.6
321.0
(21.3)
(191.4)
407.9
206.6
(66.9)
(151.2)
396.4

29.1
15.8
-
(29.1)
15.8
23.0
-
(15.8)
23.0
19.2
-
(23.0)
19.2

328.6
159.5
(16.5)
(156.2)
315.4
344.0
(21.3)
(207.2)
430.9
225.8
(66.9)
(174.2)
415.6

Grant-Date
Fair Value

22.84
30.43
23.65
24.13
25.99
22.21
24.53
25.68
23.19
26.22
24.16
23.19
24.68

Option Activity
The table below summarizes the activity in all plans for options of our common stock.

Shares
(in thousands)

Weighted- Average
Exercise Price Per Share

Weighted-Average

Remaining Contractual

Term (in years)

Aggregate
Intrinsic Value
(in millions)

Outstanding at December 31, 2010
Granted
Exercised
Forfeited or expired

Outstanding at December 31, 2011
Granted
Exercised
Forfeited or expired

Outstanding at December 31, 2012
Granted
Exercised
Forfeited or expired

Outstanding at December 31, 2013

Of the above, as of December 31, 2013:
Exercisable
Expected to vest in future periods(a)

3,355
290
(562)
(116)

2,967
396
(71)
(680)

2,612
-
(302)
(835)

1,475

1,154
314

$
$

29.10
31.47
20.66
29.47

30.92
22.55
19.04
29.92

30.23
-
22.30
34.25

29.58

30.92
24.81

(a) The number of options expected to vest takes into account an estimate of expected forfeitures.

107

2.3

1.7
4.3

$
$

7.2

4.2
2.9

The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the
option. The market price at December 31, 2013, was $34.14 per share. The total intrinsic value of options exercised was $2.0 million ($6.74
per share) in 2013, $0.6 million ($8.07 per share) in 2012, and $5.6 million ($9.99 per share) in 2011. The total grant-date fair value of options
that vested during 2013 was $1.8 million, during 2012 was $1.8 million and during 2011 was $3.2 million.

There were 1.2 million shares of exercisable options with a weighted-average exercise price of $30.92 per share at December 31, 2013. There
were 2.0 million shares of exercisable options with a weighted-average exercise price of $32.15 per share at December 31, 2012, and 2.4
million shares of exercisable options with a weighted-average exercise price of $32.03 per share at December 31, 2011.

Other Share-Based Compensation
We have a deferred compensation plan that allows participants to defer a portion of their compensation into common stock units. Units may be
redeemed by employees for an equal number of shares of Brink’s common stock. Employee accounts held 222,227 units at December 31,
2013, and 421,846 units at December 31, 2012.

We have a stock accumulation plan for our non-employee directors denominated in Brink’s common stock units. Directors’ accounts held
72,541 units at December 31, 2013, and 64,670 units at December 31, 2012.

Note 17 – Capital Stock

Common Stock
At December 31, 2013, we had 100 million shares of common stock authorized and 48.4 million shares issued and outstanding.

Shares Contributed to U.S. Pension Plan
On March 6, 2012, we issued 361,446 shares of our common stock and contributed the shares to our primary U.S. pension plan. Sales of these
shares by the plan are covered under our shelf registration statement. The common stock was valued for purposes of the contribution at $24.90
per share, or $9 million in the aggregate, which reflected a 2.4% discount from the $25.51 per share closing share price of our common stock
on March 5, 2012.

Dividends
We paid regular quarterly dividends on our common stock during the last three years. On January 16, 2014, the board declared a regular
quarterly dividend of 10 cents per share payable on March 3, 2014. The payment of future dividends is at the discretion of the board of
directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other
factors.

Shelf Registration of Common Stock
On February 28, 2012, we filed a shelf registration statement under Form S-3ASR with the SEC for $150 million of our common stock. At
December 31, 2013, $141.5 million remains available under this shelf registration.

Preferred Stock
At December 31, 2013, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $10 per share.

Shares Used to Calculate Earnings per Share

(In millions)

Weighted-average shares

Basic(a)
Effect of dilutive stock awards
Diluted(a)

Antidilutive stock awards excluded from denominator

Years Ended December 31,
2012

2011

2013

48.7
0.3
49.0

1.3

48.4
0.2
48.6

2.4

47.8
0.3
48.1

2.3

(a) We have deferred compensation plans for directors and certain of our employees. Amounts owed to participants are denominated in common stock

units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average units
credited to employees and directors under the deferred compensation plans. Additionally, non-participating restricted stock units are also included in the
computation of basic weighted average shares when the requisite service period has been completed. Accordingly, basic and diluted shares include
weighted-average units of 0.6 million in 2013, 0.9 million in 2012 and 1.1 million in 2011.

108

Note 18 – Loss from Discontinued Operations

(In millions)

Years Ended December 31,
2012

2011

2013

(26.0)
16.3
-

(1.7)
-
1.0
(10.4)
4.7
(15.1)

(22.5)
(0.3)
-

(0.2)
-
(0.3)
(23.3)
(1.0)
(22.3)

(21.8)
-
(10.1)

(1.4)
4.2
(0.6)
(29.7)
(3.9)
(25.8)

(a) Discontinued operations include gains and losses related to businesses that Brink’s recently sold or shut down. These include ICD Limited and its

Cash-in-transit operations sold or shut down:

Poland (sold in March 2013)
Turkey (shut down in June 2013)



 Hungary (sold in September 2013)
 Germany (sold in December 2013)

Guarding operations sold:

 Morocco (December 2012)

France (January 2013)
 Germany (July 2013)

Other operations sold:

 We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD designed and installed security systems for

commercial customers and had operations in China and other locations in Asia.

(In millions)

EMEA
North America
Asia Pacific
Total

2013

December 31,
2012

2011

77.6
41.2
23.6
142.4

136.9
52.1
22.5
211.5

153.9
50.8
17.9
222.6

109

The table below shows revenues and losses from operations before tax for the German cash-in-transit operation which was sold in 2013:

(In millions)

German CIT Operation:
Revenues
Losses from operations before tax

Years Ended December 31,
2012

2013

2011

56.4
(24.3)

57.7
(10.0)

62.4
(11.1)

Note 19 – Supplemental Cash Flow Information

(In millions)

Cash paid for:
Interest
Income taxes, net

Years Ended December 31,
2012

2011

2013

23.7
92.7

22.7
89.3

22.3
79.8

We acquired armored vehicles, CompuSafe® units and other equipment under capital lease arrangements in the last three years including $5.5
million in 2013, $18.1 million in 2012 and $43.0 million in 2011. Some of the assets acquired under these leases in 2011 were part of sales-
leaseback transactions of assets that were previously owned. Proceeds from sale of these assets were $17.6 million in 2011. The proceeds
approximated net book value on the dates of the transactions. Related gains and losses were not material.

We contributed $9 million of Brink’s common stock to our primary U.S. pension plan in 2012.

Note 20 – Other Operating Income (Expense)

(In millions)

Other operating income (expense)

Note 21 – Interest and Other Nonoperating Income (Expense)

(In millions)

Interest income
Gain on available-for-sale securities
Foreign currency hedge losses
Other
Total

110

Years Ended December 31,
2012

2011

2013

6.7
2.8
1.9
2.4
(2.9)

(20.2)
(0.4)
0.3
(9.4)

6.0
0.8
2.1
7.6
(2.4)

(4.2)
0.2
0.9
11.0

4.8
9.2
1.7
1.2
(2.4)

(3.7)
2.2
5.0
18.0

Years Ended December 31,
2012

2011

2013

2.7
0.4
(1.0)
(0.5)
1.6

4.8
2.9
-
(0.5)
7.2

5.7
4.4
-
(1.2)
8.9

Note 22 – Other Commitments and Contingencies

On June 19, 2008, a lawsuit captioned Del Valle Gurria S.C. v. Servicio Pan Americano de Protección, S.A. de C.V. was filed with the Twenty-
third Civil Judge in the Federal District in Mexico (the “Court”) against Servicio Pan American de Proteccion, S.A. de C.V. (SERPAPROSA),
the Mexico subsidiary that we acquired in November 2010. The plaintiff claims it is owed legal fees and corresponding value-added tax
(VAT), interest and expenses related to its legal representation of SERPAPROSA in connection with tax audits conducted to the 1991, 1992
and 1994 fiscal years. On October 28, 2010, the Court issued a decision in favor of SERPAPROSA in part and the plaintiff in part, ordering
SERPAPROSA to pay the plaintiff $0.4 million for its previous representation of SERPAPROSA. Between November 2010 and October
2013, the judgment was subject to multiple appeals by both parties to the Fifth Civil Court of Appeal of the Federal District in Mexico (the
“Fifth Civil Court of Appeal”) and to the First Civil Collegiate Tribunal of the First Circuit in Mexico (the “First Civil Collegiate Tribunal”),
and was remanded twice to the Court for determination of the fees to be paid to the plaintiff. On December 6, 2013, the Fifth Civil Court of
Appeal issued a decision in favor of the plaintiff, modifying the lower court’s ruling and ordering SERPAPROSA to pay the plaintiff $7.4
million plus VAT and interest for its previous representation of SERPAPROSA. SERPAPROSA filed a constitutional injunction on January
20, 2014 with the First Civil Collegiate Tribunal. The Company has accrued $3.1 million, reflecting the Company’s best estimate of exposure,
although additional reasonably possible losses could be up to $10 million, based on currency exchange rates at December 31, 2013. The
ultimate resolution of this matter is unknown and the estimated liability may change in the future. The Company denies the allegations asserted
by the plaintiff and is vigorously defending itself in this matter.

At December 31, 2013, we had noncancellable commitments for $20.7 million in equipment purchases, and information technology and other
services.

111

Note 23 – Selected Quarterly Financial Data (unaudited)

(In millions, except for per share amounts)

1st

2nd

3rd

4th

1st

2013 Quarters

2012 Quarters

2nd

3rd

950.5
34.3
17.3

969.9
54.4
32.8

982.4
79.9
59.2

1,039.4 $
84.2
62.4

917.1
73.1
48.8

914.6
52.1
30.8

926.2
67.0
45.0

Revenues
Segment operating profit
Operating profit
Amounts attributable to Brink’s:
Income (loss) from:
Continuing operations
Discontinued operations
Net income (loss) attributable to Brink’s

Depreciation and amortization
Capital expenditures

2.9
(19.5)
(16.6)

42.1
33.4

13.2
(4.5)
8.7

42.2
44.8

Earnings (loss) per share attributable to Brink’s common shareholders:
Basic
Continuing operations
Discontinued operations
Net income

0.06
(0.40)
(0.34)

0.27
(0.09)
0.18

Diluted
Continuing operations
Discontinued operations
Net income

0.06
(0.40)
(0.34)

0.27
(0.09)
0.18

29.8
(6.0)
23.8

42.3
44.0

0.61
(0.12)
0.49

26.0 $
14.9
40.9 $

47.0 $
55.5

22.5
(5.5)
17.0

38.7
32.0

0.53 $
0.31
0.84 $

0.47
(0.11)
0.35

0.53 $
0.30
0.83 $

0.47
(0.11)
0.35

33.6
(3.1)
30.5

38.2
35.9

0.69
(0.06)
0.63

21.1
(7.6)
13.5

38.4
44.1

0.44
(0.16)
0.28

0.43
(0.16)
0.28

4th

977.1
71.7
50.4

34.0
(6.1)
27.9

40.4
65.9

0.70
(0.13)
0.58

0.70
(0.13)
0.57

Earnings per share. Earnings per share amounts for each quarter are required to be computed independently. As a result, their sum may not
equal the annual earnings per share.

Discontinued operations. In 2013, we completed the divestitures of cash-in-transit operations in Poland, Turkey, Hungary, and Germany as
well as guarding operations in France and an aviation security services business in Germany. We also sold ICD Limited and its affiliates and
Threshold Financial Technology Inc. in Canada in 2013. In 2012, we completed the divestiture of our guarding operations in Morocco.

The results of these operations have been excluded from continuing operations and are reported as discontinued operations for all periods.

Significant items in a quarter.

In the first quarter of 2013, we recognized $13.4 million in foreign currency exchange losses related to a February 2013 devaluation of the
official exchange rate in Venezuela. In the same quarter, we also recognized an $18.7 million loss related to a theft in Belgium.

In the second quarter of 2012, we recognized a $20.9 million tax benefit related to a change in retiree healthcare funding strategy. In the third
quarter of 2012, we recognized a $7.2 million pretax gain on the sale of real estate in Venezuela.

112

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management,
including our Chief Executive Officer and Vice President and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.
Based upon that evaluation, our Chief Executive Officer and Vice President and Chief Financial Officer concluded that our disclosure controls
and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Vice President and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Internal Controls over Financial Reporting

See pages 69 and 70 for Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the
Registered Public Accounting Firm.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2013, that has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

113

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted a Business Code of Ethics that applies to all of the directors, officers and employees (including the Chief Executive Officer,
Chief Financial Officer and Controller) and have posted the Business Code of Ethics on our website. We intend to satisfy the disclosure
requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Business Code of Ethics applicable
to the Chief Executive Officer, Chief Financial Officer or Controller by posting this information on the website. The internet address is
www.brinks.com.

Our Chief Executive Officer is required to make, and he has made, an annual certification to the New York Stock Exchange (“NYSE”) stating
that he was not aware of any violation by us of the corporate governance listing standards of the NYSE. Our Chief Executive Officer made his
annual certification to that effect to the NYSE as of May 28, 2013. In addition, we are filing, as exhibits to this Annual Report on Form 10-K,
the certification of our principal executive officer and principal financial officer required under sections 906 and 302 of the Sarbanes-Oxley Act
of 2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure.

The information regarding executive officers is included in this report following Item 4, under the caption “Executive Officers of the
Registrant.” Other information required by Item 10 is incorporated by reference to our definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 2013.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2013.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2013.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

The information required by Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2013.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2013.

114

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

All financial statements – see pages 68–112.

Financial statement schedules – not applicable.

Exhibits – see exhibit index.

115

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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, on February 27, 2014.

The Brink’s Company
(Registrant)

By:

/s/ Thomas. C. Schievelbein
Thomas C. Schievelbein,
(President and
Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated, on February 27, 2014.

Signature

/s/ Thomas. C. Schievelbein
Thomas C. Schievelbein

/s/ J.W. Dziedzic
Joseph W. Dziedzic

/s/ M. A. P. Schumacher
Matthew A.P. Schumacher

*
Betty C. Alewine

*
Paul G. Boynton

*
Marc C. Breslawsky

*
Reginald D. Hedgebeth

*
Michael J. Herling

*
Murray D. Martin

*
Ronald L. Turner

Title

Director, President
and Chief Executive Officer
(Principal Executive Officer)

Vice President
and Chief Financial Officer
(Principal Financial Officer)

Controller
(Principal Accounting Officer)

Director

* By:

/s/ Thomas. C. Schievelbein,
Thomas C. Schievelbein, Attorney-in-Fact

116

Exhibit Index

Each exhibit listed as a previously filed document is hereby incorporated by reference to such document.

Exhibit
Number

Description

2(i)

3(i)

Shareholders’ Agreement, dated as of January 10, 1997, between Brink’s Security International, Inc., and Valores Tamanaco,
C.A. Exhibit 10(w) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998.

(a)

(b)

Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3(i) to the Registrant’s Current Report
on Form 8-K filed November 20, 2007.

Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3(i) to
the Registrant’s Current Report on Form 8-K filed May 10, 2011.

3(ii)

Amended and Restated Bylaws of the Registrant.

10(a)*

10(b)*

Amended and Restated Key Employees Incentive Plan, amended and restated as of May 6, 2011. Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed May 10, 2011.

Key Employees’ Deferred Compensation Program, as amended and restated as of December 19, 2012. Exhibit 10(b) to the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”).

10(c)*

(i)

Pension Equalization Plan, as amended and restated as of July 23, 2012. Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2012 (the “Second Quarter 2012 Form 10-Q”).

(ii)

(iii)

Rabbi Trust Agreement, dated as of December 22, 2011, by and between the Registrant and Wells Fargo Bank,
N.A., as Trustee. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 29, 2011.

First Amendment to Rabbi Trust Agreement, dated as of July 20, 2012, by and between the Registrant and Wells
Fargo Bank, N.A., as Trustee. Exhibit 10.2 to the Registrant’s Second Quarter 2012 Form 10-Q.

Executive Salary Continuation Plan. Exhibit 10(e) to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 1991 (the “1991 Form 10-K”).

2005 Equity Incentive Plan, as amended and restated as of February 19, 2010. Exhibit 10(f) to the Registrant’s Form 10-K
for the year ended December 31, 2009 (the “2009 Form 10-K”).

2013 Equity Incentive Plan, effective as of February 22, 2013. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed May 9, 2013.

10(d)*

10(e)*

10(f)*

10(g)*

(i)

Form of Option Agreement for options granted before July 8, 2010 under 2005 Equity Incentive Plan. Exhibit 99
to the Registrant’s Current Report on Form 8-K filed July 13, 2005.

(ii)

(iii)

(iv)

Form of Option Agreement for options granted under 2005 Equity Incentive Plan, effective July 8, 2010. Exhibit
10.2 to the Registrant’s Current Report on Form 8-K filed July 12, 2010.

Terms and Conditions for options granted under 2005 Equity Incentive Plan, effective July 7, 2011. Exhibit 10.1
to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “Second Quarter 2011
Form 10-Q”).

Terms and Conditions for options granted under 2005 Equity Incentive Plan, effective July 11, 2012. Exhibit 10.3
to the Registrant’s Second Quarter 2012 Form 10-Q.

10(h)*

(i)

Form of Restricted Stock Units Award Agreement for restricted stock units granted before July 8, 2010 under 2005
Equity Incentive Plan. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 13, 2009.

(ii)

Form of Restricted Stock Units Award Agreement for restricted stock units granted under 2005 Equity Incentive
Plan, effective July 8, 2010. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 12, 2010.

117

(iii)

(iv)

(v)

Terms and Conditions for restricted stock units granted under 2005 Equity Incentive Plan, effective July 7,
2011. Exhibit 10.2 to the Second Quarter 2011 Form 10-Q.

Terms and Conditions for restricted stock units granted under 2005 Equity Incentive Plan, effective July 11, 2012.
Exhibit 10.4 to the Second Quarter 2012 Form 10-Q.

Form of Restricted Stock Units Award Agreement, effective May 3, 2013. Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed May 9, 2013.

Form of Market Share Units Award Agreement, effective May 3, 2013. Exhibit 10.3 to the Registrant’s Current Report on
Form 8-K filed May 9, 2013.

Form of Performance Share Units Award Agreement, effective May 3, 2013. Exhibit 10.4 to the Registrant’s Current Report
on Form 8-K filed May 9, 2013.

Management Performance Improvement Plan, as amended and restated as of February 19, 2010. Exhibit 10(h) to the 2009
Form 10-K.

Form of Change in Control Agreement. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27,
2013.

10(i)*

10(j)*

10(k)*

10(l)*

10(m)*

Stock Option Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein. Exhibit
10.6 to the Registrant’s Second Quarter 2012 Form 10-Q.

10(n)*

10(o)*

10(p)*

10(q)*

10(r)*

Restricted Stock Unit Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein.
Exhibit 10.7 to the Registrant’s Second Quarter 2012 Form 10-Q.

Form of Indemnification Agreement entered into by the Registrant with its directors and officers. Exhibit 10(l) to the 1991
Form 10-K.

Non-Employee Directors’ Stock Option Plan, as amended and restated as of July 8, 2005. Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

Directors’ Stock Accumulation Plan, as amended and restated as of July 11, 2013. Exhibit 10.2 to the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2013 (the “Second Quarter 2013 Form 10-Q”).

Non-Employee Directors’ Equity Plan, as amended and restated as of July 12, 2012. Exhibit 10.9 to the Registrant’s Second
Quarter 2012 Form 10-Q.

10(s)*

(i)

Form of Award Agreement for deferred stock units granted in 2008 under the Non-Employee Directors’ Equity
Plan. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

(ii)

Form of Award Agreement for deferred stock units granted in 2009, 2010, 2011, 2012 and 2013 under the Non-
Employee Directors’ Equity Plan. Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009 (the “Second Quarter 2009 Form 10-Q”).

10(t)*

Plan for Deferral of Directors’ Fees, as amended and restated as of November 9, 2012. Exhibit 10(t) to the 2012 Form 10-K.

10(u)

Amendment and Restatement of The Brink’s Company Employee Welfare Benefit Trust. Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

10(v)

(i)

$43,160,000 Bond Purchase Agreement, dated September 17, 2003, among the Peninsula Ports Authority of
Virginia, Dominion Terminal Associates, Pittston Coal Terminal Corporation and the Registrant. Exhibit 10.1 to
the Second Quarter 2009 Form 10-Q.

(ii)

Loan Agreement between the Peninsula Ports Authority of Virginia and Dominion Terminal Associates, dated
September 1, 2003. Exhibit 10.2(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003 (the “Third Quarter 2003 Form 10-Q”).

118

(iii)

(iv)

(v)

(vi)

Indenture and Trust between the Peninsula Ports Authority of Virginia and Wachovia Bank, National Association
(“Wachovia”), as trustee, dated September 1, 2003. Exhibit 10.2(iii) to the Third Quarter 2003 Form 10-Q.

Parent Company Guaranty Agreement, dated September 1, 2003, made by the Registrant for the benefit of
Wachovia. Exhibit 10.2(iv) to the Third Quarter 2003 Form 10-Q.

Continuing Disclosure Undertaking between the Registrant and Wachovia, dated September 24, 2003. Exhibit
10.2(v) to the Third Quarter 2003 Form 10-Q.

Coal Terminal Revenue Refunding Bond (Dominion Terminal Associates Project – Brink’s Issue) Series
2003. Exhibit 10.2(vi) to the Third Quarter 2003 Form 10-Q.

10(w)

$85,000,000 Amended and Restated Letter of Credit Agreement, dated as of June 17, 2011, among the Registrant, Pittston
Services Group Inc., Brink’s Holding Company, Brink’s, Incorporated, and The Royal Bank of Scotland N.V. Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed June 20, 2011.

10(x)

(i)

$400,000,000 Credit Agreement, dated as of July 16, 2010, among the Registrant, as Parent Borrower and as a
Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s
subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, an Issuing Lender,
Swingline Lender and a Revolving A Lender, Bank of Tokyo-Mitsubishi UFJ Trust Company and Societe
Generale, as Co-Documentation Agents and Revolving A Lenders, Bank of America, N.A. and JPMorgan Chase
Bank, N.A., as Co-Syndication Agents and Revolving A Lenders, and various other Revolving A Lenders and
Revolving B Lenders named therein. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 20,
2010.

(ii)

(iii)

First Amendment to Credit Agreement, dated as of January 6, 2012, among the Registrant, as Parent Borrower and
as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s
subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the various
lenders named therein. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 9, 2012.

Second Amendment to Credit Agreement, dated as of May 9, 2013, among The Brink’s Company, as Parent
Borrower and as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of
Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent,
and the various lenders named therein. Exhibit 10.1 to the Second Quarter 2013 Form 10-Q.

Note Purchase Agreement, dated as of January 24, 2011, among the Registrant, Pittston Services Group Inc., Brink’s Holding
Company, Brink’s, Incorporated, and the purchasers party thereto. Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed January 26, 2011.

Stock Purchase Agreement, dated as of November 15, 2005, by and among BAX Holding Company, BAX Global Inc., The
Brink’s Company and Deutsche Bahn AG. Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed November 16,
2005.

Separation and Distribution Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October
31, 2008. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.

Tax Matters Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31,
2008. Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.

Non-Competition and Non-Solicitation Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as
of October 31, 2008. Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.

Employee Matters Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31,
2008. Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.

Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm.

Powers of Attorney.

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10(y)

10(z)

10(aa)

10(bb)

10(cc)

10(dd)

99(a)*

101

Rule 13a-14(a)/15d-14(a) Certifications.

Section 1350 Certifications.

Excerpt from Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in
control. Exhibit 99(a) to the 2008 Form 10-K.

Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2013, furnished in XBRL (eXtensible
Business Reporting Language)).

Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets
at December 31, 2013, and December 31, 2012, (ii) the Consolidated Statements of Income for the years ended December
31, 2013, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December
31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011,
(v) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, and (vi) the Notes to
Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of
Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes
of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange
Act of 1934, and otherwise is not subject to liability under these sections.

*Management contract or compensatory plan or arrangement.

120