form_10-k.htm

10-K 1 form_10-k.htm FORM 10-K form_10-k.htm

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		54-1317776
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

	P.O. Box 18100,
	1801 Bayberry Court
	Richmond, Virginia		23226-8100
	(Address of principal executive offices)		(Zip Code)

	Registrant’s telephone number, including area code		(804) 289-9600

	Securities registered pursuant to Section 12(b) of the Act:
			Name of each exchange on
	Title of each class		which registered
	The Brink’s Company Common Stock, Par Value $1		New York Stock Exchange

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

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

Yes x No ¨

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 ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

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 x 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. x

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 x 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 x

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.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

	Executive Officers of the Registrant	15

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
	Purchases of Equity Securities	16
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	68
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	113
Item 9A.	Controls and Procedures	113
Item 9B.	Other Information	113

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	114
Item 11.	Executive Compensation	114
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
Item 13.	Certain Relationships and Related Transactions, and Director Independence	114
Item 14.	Principal Accountant Fees and Services	114

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	115

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.

(In millions)					2013	% total	% change		2012	% total	% change		2011	% total	% change

Revenues by region:

	Latin America:
		Mexico		$	450.4	11	6	$	424.0	11	2	$	415.2	11	fav
		Venezuela			447.1	11	31		342.6	9	27		269.2	7	45
		Brazil			392.0	10	1		388.3	10	-		386.8	11	28
		Other			431.2	11	2		424.5	11	9		389.5	11	16
			Total		1,720.7	44	9		1,579.4	42	8		1,460.7	40	66

	EMEA
		France			542.5	14	1		535.5	14	(2)		545.2	15	7
		Other			635.8	16	8		590.4	16	(1)		597.8	16	16
			Total		1,178.3	30	5		1,125.9	30	(1)		1,143.0	31	12

	North America
		U.S.			707.5	18	-		706.7	19	(4)		733.5	20	-
		Canada			190.9	5	2		186.6	5	(2)		189.9	5	2
			Total		898.4	23	1		893.3	24	(3)		923.4	25	1

	Asia Pacific				144.8	4	6		136.4	4	-		135.8	4	27

Total Revenues				$	3,942.2	100	6	$	3,735.0	100	2	$	3,662.9	100	25

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	Invest in higher-margin solutions to shift revenue mix from Core Services to High-Value Services.

o	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.

	Facilities				Vehicles
Region		Leased	Owned	Total		Leased	Owned	Total

U.S.		131	26	157		1,920	183	2,103
Canada		38	14	52		480	14	494
Latin America		373	121	494		593	5,701	6,294
EMEA		210	37	247		580	2,556	3,136
Asia Pacific		97	-	97		6	638	644
Total		849	198	1,047		3,579	9,092	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	60	Chairman, President and Chief Executive Officer	2012
Joseph W. Dziedzic	45	Vice President and Chief Financial Officer	2009
McAlister C. Marshall, II	44	Vice President and General Counsel	2008
Darren M. McCue	40	Vice President and Chief Commercial Strategy Officer	2013
Matthew A. P. Schumacher	55	Controller	2001
Holly R. Tyson	42	Vice President and Chief Human Resources Officer	2012
Patricia A. Watson	47	Vice President and Chief Information Officer	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:

			2013 Quarters					2012 Quarters
			1st	2nd	3rd	4th		1st	2nd	3rd	4th

Dividends declared per common share		$	0.1000	0.1000	0.1000	0.1000	$	0.1000	0.1000	0.1000	0.1000
Stock prices:
	High	$	30.75	28.36	28.76	34.76	$	29.64	26.73	25.82	29.87
	Low		25.90	24.07	25.41	26.58		23.39	20.91	21.70	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.

*$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)

		Years Ended December 31,
		2008	2009	2010	2011	2012	2013

The Brink's Company	$	100.00	91.90	103.26	104.75	112.95	137.04
S&P Midcap 400 Index		100.00	137.38	173.98	170.96	201.53	269.04
S&P Midcap 400 Commercial Services & Supplies Index		100.00	120.33	146.78	159.85	187.08	258.89
Copyright© 2014, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.

(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

GAAP Basis
(In millions, except for per share amounts)			2013	2012	2011	2010	2009

Revenues and Operating Profit
Revenues		$	3,942.2	3,735.0	3,662.9	2,925.3	2,959.3
Segment operating profit		$	252.8	263.9	262.3	244.6	237.3
Non-segment income (expense)			(81.1)	(88.9)	(59.8)	(62.6)	(46.6)
Operating profit		$	171.7	175.0	202.5	182.0	190.7

Income attributable to Brink’s:
Income from continuing operations			71.9	111.2	100.3	87.1	220.1
Loss income from discontinued operations(a)			(15.1)	(22.3)	(25.8)	(30.0)	(19.9)
Net income attributable to Brink’s		$	56.8	88.9	74.5	57.1	200.2
Financial Position
Financial Position
Property and equipment, net		$	758.7	793.8	749.2	698.9	549.5
Total assets			2,498.0	2,553.9	2,406.2	2,270.5	1,879.8
Long-term debt, less current maturities			330.5	335.6	335.3	323.7	172.3
Brink’s shareholders’ equity			693.9	501.8	408.0	516.2	534.9

Supplemental Information
Depreciation and amortization		$	173.6	155.7	148.1	123.9	122.3
Capital expenditures			177.7	177.9	183.7	135.7	160.4

Earnings per share attributable to Brink’s common shareholders
Basic:
	Continuing operations	$	1.48	2.30	2.10	1.81	4.65
	Discontinued operations(a)		(0.31)	(0.46)	(0.54)	(0.62)	(0.42)
	Net income	$	1.17	1.84	1.56	1.18	4.23

Diluted:
	Continuing operations	$	1.47	2.29	2.09	1.80	4.63
	Discontinued operations(a)		(0.31)	(0.46)	(0.54)	(0.62)	(0.42)
	Net income	$	1.16	1.83	1.55	1.18	4.21

Cash dividends		$	0.4000	0.4000	0.4000	0.4000	0.4000

Weighted-average Shares
Basic			48.7	48.4	47.8	48.2	47.2
Diluted			49.0	48.6	48.1	48.4	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.

Non-GAAP Basis*
	(In millions, except for per share amounts)		2013	2012	2011	2010	2009

	Revenues	$	3,942.2	3,735.0	3,662.9	2,925.3	2,721.4
	Segment operating profit	$	283.4	268.1	267.6	246.8	196.8
	Non-segment income (expense)		(42.6)	(42.3)	(40.6)	(36.2)	(34.7)
	Operating profit	$	240.8	225.8	227.0	210.6	162.1

	Amounts attributable to Brink’s:
	Income from continuing operations		115.9	112.7	112.5	118.9	91.1
	Diluted EPS – continuing operations	$	2.37	2.32	2.34	2.46	1.92

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

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*

o	Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services

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

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:

·	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 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:

·	Non-segment Income (Expense) on page 33

·	Liquidity and Capital Resources – Contractual Obligations – on page 55

·	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


			GAAP			% Change			Non-GAAP(c)			% Change
Years Ended December 31,			2013	2012	2011	2013	2012		2013	2012	2011	2013	2012
(In millions, except for per share amounts)

Revenues		$	3,942.2	3,735.0	3,662.9	6	2	$	3,942.2	3,735.0	3,662.9	6	2
	Segment operating profit(a)		252.8	263.9	262.3	(4)	1		283.4	268.1	267.6	6	-
	Non-segment expense		(81.1)	(88.9)	(59.8)	(9)	49		(42.6)	(42.3)	(40.6)	1	4
	Operating profit		171.7	175.0	202.5	(2)	(14)		240.8	225.8	227.0	7	(1)
Income from continuing operations(b)			71.9	111.2	100.3	(35)	11		115.9	112.7	112.5	3	-
Diluted EPS from continuing operations(b)			1.47	2.29	2.09	(36)	10		2.37	2.32	2.34	2	(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,			2013	2012	2011

GAAP Diluted EPS		$	1.47	2.29	2.09
	Exclude Venezuela net monetary asset remeasurement losses		0.17	-	-
	Excludes U.S. retirement plan expenses		0.65	0.70	0.37
	Exclude employee benefit settlement, severance losses, CEO retirement costs and other		0.04	0.06	0.08
	Exclude gains and losses on acquisitions and asset dispositions		0.04	(0.29)	(0.20)
	Exclude tax benefit from change in retiree health care funding strategy		-	(0.43)	-
Non-GAAP Diluted EPS		$	2.37	2.32	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

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

2012 versus 2011

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

Segment Operating Results

Segment Review

2013 versus 2012

GAAP
							Acquisitions /
						Organic	Dispositions	Currency		% Change
(In millions)					2012	Change	(a)	(b)	2013	Total	Organic
Revenues:
	Latin America			$	1,579.4	261.7	15.6	(136.0)	1,720.7	9	17
	EMEA				1,125.9	25.5	-	26.9	1,178.3	5	2
	North America				893.3	11.0	-	(5.9)	898.4	1	1
	Asia Pacific				136.4	15.3	-	(6.9)	144.8	6	11
			Total	$	3,735.0	313.5	15.6	(121.9)	3,942.2	6	8

Operating profit:
	Latin America			$	135.1	50.6	1.8	(37.6)	149.9	11	37
	EMEA				88.1	(8.8)	-	2.2	81.5	(7)	(10)
	North America				31.9	(26.8)	-	(0.4)	4.7	(85)	(84)
	Asia Pacific				8.8	8.2	-	(0.3)	16.7	90	93
		Segment operating profit			263.9	23.2	1.8	(36.1)	252.8	(4)	9
		Non-segment			(88.9)	5.8	2.0	-	(81.1)	(9)	(7)
			Total	$	175.0	29.0	3.8	(36.1)	171.7	(2)	17

Segment operating margin:
	Latin America				8.6%				8.7%
	EMEA				7.8%				6.9%
	North America				3.6%				0.5%
	Asia Pacific				6.5%				11.5%
			Segment operating margin		7.1%				6.4%

Non-GAAP
							Acquisitions /
						Organic	Dispositions	Currency		% Change
(In millions)					2012	Change	(a)	(b)	2013	Total	Organic
Revenues:
	Latin America			$	1,579.4	261.7	15.6	(136.0)	1,720.7	9	17
	EMEA				1,125.9	25.5	-	26.9	1,178.3	5	2
	North America				893.3	11.0	-	(5.9)	898.4	1	1
	Asia Pacific				136.4	15.3	-	(6.9)	144.8	6	11
			Total	$	3,735.0	313.5	15.6	(121.9)	3,942.2	6	8

Operating profit:
	Latin America			$	130.1	60.3	1.8	(24.2)	168.0	29	46
	EMEA				88.5	(9.2)	-	2.2	81.5	(8)	(10)
	North America				40.7	(24.0)	-	(0.4)	16.3	(60)	(59)
	Asia Pacific				8.8	9.1	-	(0.3)	17.6	100	fav
		Segment operating profit			268.1	36.2	1.8	(22.7)	283.4	6	14
		Non-segment			(42.3)	(0.3)	-	-	(42.6)	1	1
			Total	$	225.8	35.9	1.8	(22.7)	240.8	7	16

Segment operating margin:
	Latin America				8.2%				9.8%
	EMEA				7.9%				6.9%
	North America				4.6%				1.8%
	Asia Pacific				6.5%				12.2%
			Segment operating margin		7.2%				7.2%

Amounts may not add due to rounding.

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

(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

GAAP
							Acquisitions /
						Organic	Dispositions	Currency		% Change
(In millions)					2011	Change	(a)	(b)	2012	Total	Organic
Revenues:
	Latin America			$	1,460.7	215.4	1.5	(98.2)	1,579.4	8	15
	EMEA				1,143.0	69.9	0.3	(87.3)	1,125.9	(1)	6
	North America				923.4	(25.5)	(2.6)	(2.0)	893.3	(3)	(3)
	Asia Pacific				135.8	5.4	-	(4.8)	136.4	-	4
			Total	$	3,662.9	265.2	(0.8)	(192.3)	3,735.0	2	7

Operating profit:
	Latin America			$	143.5	0.1	(0.3)	(8.2)	135.1	(6)	-
	EMEA				73.4	21.7	(0.4)	(6.6)	88.1	20	30
	North America				30.3	1.5	0.2	(0.1)	31.9	5	5
	Asia Pacific				15.1	(6.0)	-	(0.3)	8.8	(42)	(40)
		Segment operating profit			262.3	17.3	(0.5)	(15.2)	263.9	1	7
		Non-segment			(59.8)	(20.7)	(8.4)	-	(88.9)	49	35
			Total	$	202.5	(3.4)	(8.9)	(15.2)	175.0	(14)	(2)

Segment operating margin:
	Latin America				9.8%				8.6%
	EMEA				6.4%				7.8%
	North America				3.3%				3.6%
	Asia Pacific				11.1%				6.5%
			Segment operating margin		7.2%				7.1%


Non-GAAP
							Acquisitions /
						Organic	Dispositions	Currency		% Change
(In millions)					2011	Change	(a)	(b)	2012	Total	Organic
Revenues:
	Latin America			$	1,460.7	215.4	1.5	(98.2)	1,579.4	8	15
	EMEA				1,143.0	69.9	0.3	(87.3)	1,125.9	(1)	6
	North America				923.4	(25.5)	(2.6)	(2.0)	893.3	(3)	(3)
	Asia Pacific				135.8	5.4	-	(4.8)	136.4	-	4
			Total	$	3,662.9	265.2	(0.8)	(192.3)	3,735.0	2	7

Operating profit:
	Latin America			$	145.6	(8.0)	0.7	(8.2)	130.1	(11)	(5)
	EMEA				73.4	21.7	-	(6.6)	88.5	21	30
	North America				33.5	7.1	0.2	(0.1)	40.7	21	21
	Asia Pacific				15.1	(6.0)	-	(0.3)	8.8	(42)	(40)
		Segment operating profit			267.6	14.8	0.9	(15.2)	268.1	-	6
		Non-segment			(40.6)	(1.7)	-	-	(42.3)	4	4
			Total	$	227.0	13.1	0.9	(15.2)	225.8	(1)	6

Segment operating margin:
	Latin America				10.0%				8.2%
	EMEA				6.4%				7.9%
	North America				3.6%				4.6%
	Asia Pacific				11.1%				6.5%
			Segment operating margin		7.3%				7.2%

Amounts may not add due to rounding.

See page 27 for footnotes.

Segment Review

2012 versus 2011

Total Segment Operating Profit

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:

·	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.

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			Years Ended December 31,			% change
(In millions)			2013	2012	2011	2013	2012

General and administrative		$	(44.5)	(44.4)	(46.6)	-	(5)
Retirement costs (primarily former operations)			(41.3)	(47.4)	(24.8)	(13)	91
Gains on business acquisitions and dispositions			2.8	0.8	9.2	fav	(91)
Royalty income			1.9	2.1	1.7	(10)	24
Gains on sale of property and other assets			-	-	0.7	-	(100)
	Non-segment income (expense)	$	(81.1)	(88.9)	(59.8)	(9)	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			Years Ended December 31,			% change
(In millions)			2013	2012	2011	2013	2012

General and administrative		$	(44.5)	(44.4)	(42.5)	-	4
Royalty income			1.9	2.1	1.7	(10)	24
Gains on sale of property and other assets			-	-	0.2	-	(100)
	Non-segment income (expense)	$	(42.6)	(42.3)	(40.6)	1	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.

			Years Ended December 31,			% change
(In millions)			2013	2012	2011	2013	2012

Share in earnings of equity affiliates		$	6.7	6.0	4.8	12	25
Gains on business acquisitions and dispositions			2.8	0.8	9.2	fav	(91)
Royalty income			1.9	2.1	1.7	(10)	24
Gains on sale of property and other assets			2.4	7.6	1.2	(68)	fav
Impairment losses			(2.9)	(2.4)	(2.4)	21	-
Foreign currency items:
	Transaction losses		(20.2)	(4.2)	(3.7)	unfav	14
	Hedge gains (losses)		(0.4)	0.2	2.2	unfav	(91)
Other			0.3	0.9	5.0	(67)	(82)
	Other operating income (expense)	$	(9.4)	11.0	18.0	unfav	(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

		Years Ended December 31,			% change
(In millions)		2013	2012	2011	2013	2012

Interest expense	$	25.1	23.1	23.1	9	-

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

			Years Ended December 31,			% change
(In millions)			2013	2012	2011	2013	2012

Interest income		$	2.7	4.8	5.7	(44)	(16)
Gain on available-for-sale securities			0.4	2.9	4.4	(86)	(34)
Foreign currency hedge losses			(1.0)	-	-	unfav	-
Other			(0.5)	(0.5)	(1.2)	-	(58)
	Interest and other income (expense)	$	1.6	7.2	8.9	(78)	(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)		2013		2012		2011

U.S. federal tax rate		35.0	%	35.0	%	35.0	%
Increases (reductions) in taxes due to:
	Adjustments to valuation allowances	4.0		1.2		(2.9)
	Foreign income taxes	(6.5)		(2.2)		0.3
	Medicare subsidy for retirement plans	(1.1)		(14.4)		-
	Nontaxable acquisition (gains) losses	-		-		(0.4)
	French business tax	3.0		2.7		2.4
	Change in judgment about uncertain tax positions in Mexico	-		(4.7)		-
	Other	0.7		(0.6)		(0.4)
Income tax rate on continuing operations		35.1	%	17.0	%	34.0	%

Summary Rate Reconciliation – Non-GAAP(a)

(In percentages)		2013		2012		2011

U.S. federal tax rate		35.0	%	35.0	%	35.0	%
Increases (reductions) in taxes due to:
	Adjustments to valuation allowances	1.5		0.9		(2.6)
	French business tax	2.0		2.1		2.1
	Other	(5.2)		(1.4)		0.5
Income tax rate on Non-GAAP continuing operations		33.3	%	36.6	%	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

		Years Ended December 31,			% change
(In millions)		2013	2012	2011	2013	2012

Net income attributable to noncontrolling interests	$	24.3	20.8	24.0	17	(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

			Years Ended December 31,
(In millions)			2013	2012	2011

Loss from operations(a)(b)		$	(26.0)	(22.5)	(21.8)
Gain (loss) on sales(a)			16.3	(0.3)	-
Settlement loss related to Belgium bankruptcy			-	-	(10.1)
Adjustments to contingencies of former operations(c):
	Workers’ compensation		(1.7)	(0.2)	(1.4)
	Gain from Federal Black Lung Excise Tax refunds		-	-	4.2
	Other		1.0	(0.3)	(0.6)
Loss from discontinued operations before income taxes			(10.4)	(23.3)	(29.7)
Provision (benefit) for income taxes			4.7	(1.0)	(3.9)
Loss from discontinued operations, net of tax		$	(15.1)	(22.3)	(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.

(c)	Primarily relates to former coal businesses and BAX Global, a former freight forwarding and logistics business.

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 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 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:

		December 31,
(In millions)		2013	2012	2011

EMEA	$	77.6	136.9	153.9
North America		41.2	52.1	50.8
Asia Pacific		23.6	22.5	17.9
Total	$	142.4	211.5	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

				GAAP			Non-GAAP
(In millions)				Full-Year	Full-Year 2014		Full-Year	Full-Year 2014
				2013	Estimate		2013	Estimate


Organic revenue growth
	Latin America			17%	12% – 14%		17%	12% – 14%
	EMEA			2%	0% – 2%		2%	0% – 2%
	North America			1%	0% – 2%		1%	0% – 2%
	Asia Pacific			11%	5% – 7%		11%	5% – 7%
		Total		8%	5% – 8%		8%	5% – 8%

Currency impact on revenue
	Latin America			(9)%	(6)% – (8)%		(9)%	(6)% – (8)%
	EMEA			2%	(1)% – (3)%		2%	(1)% – (3)%
	North America			(1)%	flat		(1)%	flat
	Asia Pacific			(5)%	(1)% – (3)%		(5)%	(1)% – (3)%
		Total		(3)%	(3)% – (5)%		(3)%	(3)% – (5)%

Segment margin
	Latin America(a)			8.7%	7.5% – 9.5%		9.8%	7.5% – 9.5%
	EMEA			6.9%	6.0% – 8.0%		6.9%	6.0% – 8.0%
	North America(b)			0.5%	1.5% – 2.5%		1.8%	2.5% – 3.5%
	Asia Pacific			11.5%	9.5% – 11.5%		12.2%	9.5% – 11.5%
		Total		6.4%	~6.8%		7.2%	~7%

Non-segment expense:
	General and administrative		$	45	47	$	45	47
	Retirement plans(b)			41	19		-	-
	Acquisition gains(c)			(3)	-		-	-
	Royalty income			(2)	(2)		(2)	(2)
		Non-segment expense	$	81	64	$	43	45

Effective income tax rate(a)				35%	33% – 37%		33%	33% – 37%

Interest expense			$	25	27 – 29	$	25	27 – 29

Interest and other income (expense)				2	1 – 2		2	1 – 2

Net income attributable to
	noncontrolling interests(a)		$	24	26 – 30	$	29	26 – 30

Fixed assets acquired:
	Capital expenditures		$	178	185 – 195	$	178	185 – 195
	Capital leases(d)			5	15		5	15
		Total	$	183	200 – 210	$	183	200 – 210

Depreciation and amortization			$	174	185 – 190	$	174	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.

(c)	Acquisition gains and losses are excluded from non-GAAP results.

(d)	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.

(In millions, except for per share amounts)				GAAP Basis	Gains and Losses on Acquisitions and Dispositions (a)	Net Monetary Asset Remeasurement Losses in Venezuela (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis

			First Quarter 2013
Revenues:
	Latin America		$	412.9	-	-	-	-	-	412.9
	EMEA			277.8	-	-	-	-	-	277.8
	North America			223.2	-	-	-	-	-	223.2
	Asia Pacific			36.6	-	-	-	-	-	36.6
		Revenues	$	950.5	-	-	-	-	-	950.5

Operating profit:
	Latin America		$	23.4	-	13.4	0.3	-	-	37.1
	EMEA			8.6	-	-	-	-	-	8.6
	North America			(2.0)	-	-	-	2.9	-	0.9
	Asia Pacific			4.3	-	-	-	-	-	4.3
		Segment operating profit		34.3	-	13.4	0.3	2.9	-	50.9
	Non-segment			(17.0)	(1.1)	-	-	10.5	-	(7.6)
		Operating profit	$	17.3	(1.1)	13.4	0.3	13.4	-	43.3

Amounts attributable to Brink’s:
Income from continuing operations			$	2.9	(1.1)	8.4	0.2	8.2	0.1	18.7
Diluted EPS – continuing operations				0.06	(0.02)	0.17	-	0.17	-	0.38

Amounts may not add due to rounding.

See page 42 for notes.

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)	Net Monetary Asset Remeasurement Losses in Venezuela (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis

				Second Quarter 2013
	Revenues:
		Latin America		$	413.6	-	-	-	-	-	413.6
		EMEA			293.4	-	-	-	-	-	293.4
		North America			226.3	-	-	-	-	-	226.3
		Asia Pacific			36.6	-	-	-	-	-	36.6
			Revenues	$	969.9	-	-	-	-	-	969.9

	Operating profit:
		Latin America		$	24.4	-	-	0.5	-	-	24.9
		EMEA			18.7	-	-	-	-	-	18.7
		North America			6.3	-	-	-	2.9	-	9.2
		Asia Pacific			5.0	-	-	-	-	-	5.0
			Segment operating profit		54.4	-	-	0.5	2.9	-	57.8
		Non-segment			(21.6)	-	-	-	10.2	-	(11.4)
			Operating profit	$	32.8	-	-	0.5	13.1	-	46.4

	Amounts attributable to Brink’s:
	Income from continuing operations			$	13.2	-	-	0.4	7.7	1.5	22.8
	Diluted EPS – continuing operations				0.27	-	-	0.01	0.16	0.03	0.47

				Third Quarter 2013
	Revenues:
		Latin America		$	423.8	-	-	-	-	-	423.8
		EMEA			301.2	-	-	-	-	-	301.2
		North America			222.5	-	-	-	-	-	222.5
		Asia Pacific			34.9	-	-	-	-	-	34.9
			Revenues	$	982.4	-	-	-	-	-	982.4

	Operating profit:
		Latin America		$	42.8	-	-	0.8	-	-	43.6
		EMEA			32.1	-	-	-	-	-	32.1
		North America			0.2	-	-	-	2.9	-	3.1
		Asia Pacific			4.8	-	-	-	-	-	4.8
			Segment operating profit		79.9	-	-	0.8	2.9	-	83.6
		Non-segment			(20.7)	(0.9)	-	-	10.3	-	(11.3)
			Operating profit	$	59.2	(0.9)	-	0.8	13.2	-	72.3

	Amounts attributable to Brink’s:
	Income from continuing operations			$	29.8	(0.9)	-	0.6	7.7	(1.8)	35.4
	Diluted EPS – continuing operations				0.61	(0.02)	-	0.01	0.16	(0.04)	0.72

Amounts may not add due to rounding.

See page 42 for notes.

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)	Net Monetary Asset Remeasurement Losses in Venezuela (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis

				Fourth Quarter 2013
	Revenues:
		Latin America		$	470.4	-	-	-	-	-	470.4
		EMEA			305.9	-	-	-	-	-	305.9
		North America			226.4	-	-	-	-	-	226.4
		Asia Pacific			36.7	-	-	-	-	-	36.7
			Revenues	$	1,039.4	-	-	-	-	-	1,039.4

	Operating profit:
		Latin America		$	59.3	2.2	-	0.9	-	-	62.4
		EMEA			22.1	-	-	-	-	-	22.1
		North America			0.2	-	-	-	2.9	-	3.1
		Asia Pacific			2.6	0.9	-	-	-	-	3.5
			Segment operating profit		84.2	3.1	-	0.9	2.9	-	91.1
		Non-segment			(21.8)	(0.8)	-	-	10.3	-	(12.3)
			Operating profit	$	62.4	2.3	-	0.9	13.2	-	78.8

	Amounts attributable to Brink’s:
	Income from continuing operations			$	26.0	4.0	-	0.6	8.2	0.2	39.0
	Diluted EPS – continuing operations				0.53	0.08	-	0.01	0.17	-	0.79

				Full Year 2013
	Revenues:
		Latin America		$	1,720.7	-	-	-	-	-	1,720.7
		EMEA			1,178.3	-	-	-	-	-	1,178.3
		North America			898.4	-	-	-	-	-	898.4
		Asia Pacific			144.8	-	-	-	-	-	144.8
			Revenues	$	3,942.2	-	-	-	-	-	3,942.2

	Operating profit:
		Latin America		$	149.9	2.2	13.4	2.5	-	-	168.0
		EMEA			81.5	-	-	-	-	-	81.5
		North America			4.7	-	-	-	11.6	-	16.3
		Asia Pacific			16.7	0.9	-	-	-	-	17.6
			Segment operating profit		252.8	3.1	13.4	2.5	11.6	-	283.4
		Non-segment			(81.1)	(2.8)	-	-	41.3	-	(42.6)
			Operating profit	$	171.7	0.3	13.4	2.5	52.9	-	240.8

	Amounts attributable to Brink’s:
	Income from continuing operations			$	71.9	2.0	8.4	1.8	31.8	-	115.9
	Diluted EPS – continuing operations				1.47	0.04	0.17	0.04	0.65	-	2.37

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)	U.S. Retirement Plans (c)	Tax Benefit on Change in Health Care Funding Strategy (d)	Non-GAAP Basis

			Full Year 2012
Revenues:
	Latin America		$	1,579.4	-	-	-	-	1,579.4
	EMEA			1,125.9	-	-	-	-	1,125.9
	North America			893.3	-	-	-	-	893.3
	Asia Pacific			136.4	-	-	-	-	136.4
		Revenues	$	3,735.0	-	-	-	-	3,735.0

Operating profit:
	Latin America		$	135.1	(8.9)	3.9	-		130.1
	EMEA			88.1	0.4	-	-		88.5
	North America			31.9	-	-	8.8	-	40.7
	Asia Pacific			8.8	-	-	-	-	8.8
		Segment operating profit		263.9	(8.5)	3.9	8.8	-	268.1
	Non-segment			(88.9)	(0.8)	-	47.4	-	(42.3)
		Operating profit	$	175.0	(9.3)	3.9	56.2	-	225.8

Amounts attributable to Brink’s:
Income from continuing operations			$	111.2	(14.0)	2.8	33.8	(21.1)	112.7
Diluted EPS – continuing operations				2.29	(0.29)	0.06	0.70	(0.43)	2.32

Amounts may not add due to rounding.

(a)	To eliminate:

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		$	1,460.7	-	-	-	-	1,460.7
	EMEA			1,143.0	-	-	-	-	1,143.0
	North America			923.4	-	-	-	-	923.4
	Asia Pacific			135.8	-	-	-	-	135.8
		Revenues	$	3,662.9	-	-	-	-	3,662.9

Operating profit:
	Latin America		$	143.5	-	2.1	-	-	145.6
	EMEA			73.4	-	-	-	-	73.4
	North America			30.3	-	-	-	3.2	33.5
	Asia Pacific			15.1	-	-	-	-	15.1
		Segment operating profit		262.3	-	2.1	-	3.2	267.6
	Non-segment			(59.8)	(9.7)	-	4.1	24.8	(40.6)
		Operating profit	$	202.5	(9.7)	2.1	4.1	28.0	227.0

Amounts attributable to Brink’s:
Income from continuing operations			$	100.3	(9.6)	1.5	2.6	17.7	112.5
Diluted EPS – continuing operations				2.09	(0.20)	0.03	0.05	0.37	2.34

Amounts may not add due to rounding.

(a)	To eliminate gains as follows:

		Full Year 2011
(In millions, except for per share amounts)		Operating Profit	EPS

Sale of U.S. Document Destruction business	$	(6.7)	(0.09)
Gains on available-for-sale equity and debt securities		-	(0.05)
Acquisition of controlling interests		(2.5)	(0.05)
Sale of former operating assets		(0.5)	(0.01)
	$	(9.7)	(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)	Royalty (b)	Remeasure Venezuelan Net Monetary Assets (c)	U.S. Retirement Plans (d)	U.S. Healthcare Legislation Tax Charge (e)	Non-GAAP Basis

			Full Year 2010
Revenues:
	Latin America		$	877.4	-	-	-	-	-	877.4
	EMEA			1,022.9	-	-	-	-	-	1,022.9
	North America			917.8	-	-	-	-	-	917.8
	Asia Pacific			107.2	-	-	-	-	-	107.2
		Revenues	$	2,925.3	-	-	-	-	-	2,925.3

Operating profit:
	Latin America		$	118.0	-	-	3.2	-	-	121.2
	EMEA			68.0	-	-	-	-	-	68.0
	North America			44.1	-	-	-	(1.0)	-	43.1
	Asia Pacific			14.5	-	-	-	-	-	14.5
		Segment operating profit		244.6	-	-	3.2	(1.0)	-	246.8
	Non-segment			(62.6)	8.6	(4.9)	-	22.7	-	(36.2)
		Operating profit	$	182.0	8.6	(4.9)	3.2	21.7	-	210.6

Amounts attributable to Brink’s:
Income from continuing operations			$	87.1	5.6	(3.0)	2.0	13.5	13.7	118.9
Diluted EPS – continuing operations				1.80	0.12	(0.06)	0.04	0.28	0.29	2.46

Amounts may not add due to rounding.

(a)	To eliminate

·	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)				GAAP Basis	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

			Full Year 2009
Revenues:
	Latin America		$	904.7	-	(237.9)	-	-	-	-	666.8
	EMEA			1,085.4	-	-	-	-	-	-	1,085.4
	North America			894.1	-	-	-	-	-	-	894.1
	Asia Pacific			75.1	-	-	-	-	-	-	75.1
		Revenues	$	2,959.3	-	(237.9)	-	-	-	-	2,721.4

Operating profit:
	Latin America		$	130.8	-	(43.0)	4.5	-	-	-	92.3
	EMEA			43.0	-	-	-	-	-	-	43.0
	North America			56.6	-	-	-	-	(2.0)	-	54.6
	Asia Pacific			6.9	-	-	-	-	-	-	6.9
		Segment operating profit		237.3	-	(43.0)	4.5	-	(2.0)	-	196.8
	Non-segment			(46.6)	(24.5)	-	22.5	(6.8)	20.7	-	(34.7)
		Operating profit	$	190.7	(24.5)	(43.0)	27.0	(6.8)	18.7	-	162.1

Amounts attributable to Brink’s:
Income from continuing operations			$	220.1	(20.8)	(23.2)	25.2	(4.3)	11.7	(117.6)	91.1
Diluted EPS – continuing operations				4.63	(0.43)	(0.49)	0.53	(0.09)	0.25	(2.48)	1.92

Amounts may not add due to rounding.

(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

				Years Ended December 31,			$ change
(In millions)				2013	2012	2011		2013	2012

Cash flows from operating activities
	Non-GAAP basis		$	205.9	239.7	262.1	$	(33.8)	(22.4)
	Increase (decrease) in certain customer obligations(a)			(9.8)	15.7	(11.7)		(25.5)	27.4
	Discontinued operations(b)			5.4	(4.9)	(3.4)		10.3	(1.5)
		GAAP basis	$	201.5	250.5	247.0	$	(49.0)	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

				Years Ended December 31,				$ change
(In millions)				2013	2012	2011		2013	2012

Cash flows from investing activities
	Capital expenditures		$	(177.7)	(177.9)	(183.7)	$	0.2	5.8
	Acquisitions			(18.1)	(17.2)	(3.0)		(0.9)	(14.2)
	Proceeds from the sale of available-for-sale securities and other investments			9.9	15.4	12.9		(5.5)	2.5
	Proceeds from the sale of property and equipment			5.9	12.5	13.9		(6.6)	(1.4)
	Redemption of cash-surrender value of life insurance policies			-	6.2	-		(6.2)	6.2
	Other			(0.5)	4.9	0.1		(5.4)	4.8
	Discontinued operations			57.5	(11.2)	(12.0)		68.7	0.8
		Investing activities	$	(123.0)	(167.3)	(171.8)	$	44.3	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:


				Outlook	Years Ended December 31,				$ change
(In millions)				2014	2013	2012	2011		2013	2012

Property and Equipment Acquired during the year

Capital expenditures:
	Latin America		$	(a)	88.7	83.8	85.0	$	4.9	(1.2)
	EMEA			(a)	33.9	40.1	47.3		(6.2)	(7.2)
	North America			(a)	52.1	48.2	44.2		3.9	4.0
	Asia Pacific			(a)	3.0	5.8	7.2		(2.8)	(1.4)
		Capital expenditures	$	185 - 195	177.7	177.9	183.7	$	(0.2)	(5.8)

Capital leases(b):
	Latin America		$	(a)	0.9	2.7	7.4	$	(1.8)	(4.7)
	EMEA			(a)	-	-	0.1		-	(0.1)
	North America			(a)	4.6	15.4	35.4		(10.8)	(20.0)
	Asia Pacific			(a)	-	-	0.1		-	(0.1)
		Capital leases	$	15	5.5	18.1	43.0	$	(12.6)	(24.9)

Total:
	Latin America		$	(a)	89.6	86.5	92.4	$	3.1	(5.9)
	EMEA			(a)	33.9	40.1	47.4		(6.2)	(7.3)
	North America			(a)	56.7	63.6	79.6		(6.9)	(16.0)
	Asia Pacific			(a)	3.0	5.8	7.3		(2.8)	(1.5)
		Total	$	200 - 210	183.2	196.0	226.7	$	(12.8)	(30.7)

Depreciation and amortization
	Latin America		$	(a)	60.8	50.7	45.3	$	10.1	5.4
	EMEA			(a)	48.8	43.7	47.0		5.1	(3.3)
	North America			(a)	58.2	55.4	50.8		2.8	4.6
	Asia Pacific			(a)	5.8	5.9	5.0		(0.1)	0.9
		Depreciation and amortization	$	185 – 190	173.6	155.7	148.1	$	17.9	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

				Years Ended December 31,
(In millions)				2013	2012	2011

Cash provided (used) by financing activities
Borrowings and repayments:
	Short-term debt		$	60.5	3.3	(7.2)
	Long-term revolving credit facilities			13.8	(4.5)	(107.0)
	Issuance of private placement notes			-	-	100.0
	Other long-term debt			(23.5)	(20.0)	(29.3)
		Borrowings (repayments)		50.8	(21.2)	(43.5)

Debt financing costs				(0.1)	(1.5)	(0.6)
Cash proceeds from sale-leaseback transactions				-	-	17.6
Dividends attributable to:
	Shareholders of Brink’s			(19.2)	(19.0)	(18.7)
	Noncontrolling interests in subsidiaries			(6.0)	(13.0)	(16.1)
Acquisition of noncontrolling interests in subsidiaries				(18.5)	(9.4)	-
Payment of acquisition-related obligation				(12.8)	-	-
Other				2.3	(3.7)	4.3
Discontinued operations				(2.5)	(0.2)	(10.2)
Cash flows from financing activities			$	(6.0)	(68.0)	(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

				Amount available
				under credit facilities		Outstanding balance
				December 31,		December 31,
(In millions)				2013		2013	2012		$ change(a)
Debt:
	Revolving Facility		$	359.4	$	120.6	107.2	$	13.4
	Private Placement Notes			-		100.0	100.0		-
	Capital leases			-		76.4	91.3		(14.9)
	Dominion Terminal Associates bonds			-		43.2	43.2		-
	Multi-currency revolving facilities			46.1		6.2	10.2		(4.0)
	2012 Credit Facility			13.5		11.0	3.8		7.2
	Letter of Credit Facilities			70.0		-	-		-
	Other			-		78.6	33.6		45.0
		Debt	$	489.0	$	436.0	389.3	$	46.7

Total equity					$	779.5	576.8	$	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

				December 31,
(In millions)				2013	2012		$ change

Debt:
	Short-term debt		$	80.9	26.7	$	54.2
	Long-term debt			355.1	362.6		(7.5)
		Total Debt		436.0	389.3		46.7

Less:
	Cash and cash equivalents			255.5	201.7		53.8
	Amounts held by Cash Management Services operations(a)			(31.3)	(44.0)		12.7
		Cash and cash equivalents available for general corporate purposes		224.2	157.7		66.5

Net Debt			$	211.8	231.6	$	(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.

						Estimated Payments Due by Period
											Later
(In millions)						2014	2015	2016	2017	2018	Years	Total

Contractual obligations:
	Long-term debt obligations				$	4.1	13.7	9.1	129.7	7.1	115.0	278.7
	Capital lease obligations					20.5	20.7	13.7	10.4	6.4	4.7	76.4
	Operating lease obligations					81.5	65.3	48.7	22.0	15.9	43.0	276.4
	Purchase obligations					14.4	2.3	1.4	1.3	1.3	-	20.7
	Other long-term liabilities reflected on the
		Company’s balance sheet under GAAP:
			Primary U.S. pension plan			25.9	28.9	31.6	18.7	4.4	-	109.5
			Other retirement obligations:
				UMWA plans		-	-	-	-	-	238.5	238.5
				Black lung and other plans		5.7	5.3	5.1	4.8	4.5	52.9	78.3
			Workers compensation and other claims			24.3	8.9	5.6	3.5	3.7	20.4	66.4
			Uncertain tax positions			1.7	-	-	-	-	-	1.7
			Other			0.8	0.8	0.8	0.8	0.8	10.4	14.4
Total					$	178.9	145.9	116.0	191.2	44.1	484.9	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:

·	Changing discount rates and other assumptions in effect at measurement dates (normally December 31)

·	Investment returns of plan assets

·	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

			Actual	Projected
(In millions)			2013	2014	2015	2016	2017	2018

U.S. pension plans
Beginning funded status		$	(275.0)	(123.1)	(77.8)	(25.8)	33.1	83.1
Net periodic pension credit(a)			14.7	16.1	20.5	25.0	30.2	33.7
Payment from Brink’s:
	Primary U.S. pension plan		13.0	25.9	28.9	31.6	18.7	4.4
	Other U.S. pension plan		1.1	0.8	0.8	0.8	0.8	0.8
Benefit plan experience gain			123.1	2.5	1.8	1.5	0.3	-
Ending funded status		$	(123.1)	(77.8)	(25.8)	33.1	83.1	122.0

UMWA plans
Beginning funded status		$	(256.6)	(142.1)	(139.3)	(136.6)	(134.2)	(132.1)
Net periodic postretirement credit(a)			1.1	2.8	2.7	2.4	2.1	1.8
Prior service credit			55.7	-	-	-	-	-
Benefit plan experience gain			56.7	-	-	-	-	-
Other			1.0	-	-	-	-	-
Ending funded status		$	(142.1)	(139.3)	(136.6)	(134.2)	(132.1)	(130.3)

Black lung and other plans
Beginning funded status		$	(48.8)	(44.3)	(41.3)	(38.5)	(35.8)	(33.3)
Net periodic postretirement cost(a)			(1.7)	(1.9)	(1.7)	(1.6)	(1.5)	(1.4)
Payment from Brink’s			6.9	4.9	4.5	4.3	4.0	3.7
Other			(0.7)	-	-	-	-	-
Ending funded status		$	(44.3)	(41.3)	(38.5)	(35.8)	(33.3)	(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.


			Actual	Projected
(In millions)			2013	2014	2015	2016	2017	2018

U.S. pension plans		$	30.5	12.8	4.0	(3.8)	(12.9)	(19.4)
UMWA plans			18.5	7.2	6.8	6.4	6.0	5.8
Black lung and other plans			3.9	4.0	3.8	3.7	3.6	2.9
	Total	$	52.9	24.0	14.6	6.3	(3.3)	(10.7)

Amounts allocated to:
	North American segment		11.6	4.6	1.2	(1.8)	(5.3)	(7.8)
	Non-segment		41.3	19.4	13.4	8.1	2.0	(2.9)
	Total	$	52.9	24.0	14.6	6.3	(3.3)	(10.7)

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

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

			Actual	Projected
(In millions)			2013	2014	2015	2016	2017	2018


Payments from U.S. Plans to participants
U.S. pension plans		$	44.1	47.7	48.9	50.0	51.5	53.1
UMWA plans			31.1	31.5	31.9	31.5	31.3	32.9
Black lung and other plans			6.9	4.9	4.5	4.3	4.0	3.7
	Total	$	82.1	84.1	85.3	85.8	86.8	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
(In millions)				Primary U.S. Pension Plan	Other U.S. Pension Plan	UMWA Plans	Black Lung and Other Plans	Total	Primary U.S. Pension Plan	UMWA Plans	Black Lung and Other Plans	Total

Projected payments
	2014			25.9	0.8	-	4.9	31.6	(67.6)	(139.3)	(51.5)	(258.4)
	2015			28.9	0.8	-	4.5	34.2	(16.0)	(136.6)	(48.3)	(200.9)
	2016			31.6	0.8	-	4.3	36.7	42.6	(134.2)	(45.3)	(136.9)
	2017			18.7	0.8	-	4.0	23.5	92.2	(132.1)	(42.4)	(82.3)
	2018			4.4	0.8	-	3.7	8.9	130.7	(130.3)	(39.7)	(39.3)
	2019			-	1.4	-	3.5	4.9	(a)	(128.9)	(36.4)	(a)
	2020			-	0.8	-	3.2	4.0	(a)	(128.0)	(33.8)	(a)
	2021			-	0.6	-	3.0	3.6	(a)	(127.4)	(31.4)	(a)
	2022			-	0.6	-	2.8	3.4	(a)	(127.4)	(29.2)	(a)
	2023			-	0.6	-	2.6	3.2	(a)	(127.9)	(27.1)	(a)
	2024			-	0.6	-	2.5	3.1	(a)	(128.9)	(25.2)	(a)
	2025			-	0.5	-	2.3	2.8	(a)	(130.4)	(23.5)	(a)
	2026			-	0.5	-	2.1	2.6	(a)	(132.5)	(21.9)	(a)
	2027			-	0.5	-	2.0	2.5	(a)	(135.1)	(20.3)	(a)
	2028			-	0.4	-	1.8	2.2	(a)	(138.5)	(18.9)	(a)
	2029			-	0.4	-	1.7	2.1	(a)	(142.5)	(17.6)	(a)
	2030			-	0.4	-	1.4	1.8	(a)	(147.3)	(16.4)	(a)
	2031			-	0.3	-	1.3	1.6	(a)	(132.9)	(15.4)	(a)
	2032			-	0.3	-	1.2	1.5	(a)	(a)	(a)	(a)
	2033			-	0.3	6.0	1.2	7.5	(a)	(a)	(a)	(a)
	2034			-	0.3	18.2	1.0	19.5	(a)	(a)	(a)	(a)
	2035			-	0.3	17.5	1.0	18.8	(a)	(a)	(a)	(a)
	2036			-	0.2	16.7	0.9	17.8	(a)	(a)	(a)	(a)
	2037			-	0.2	15.9	0.7	16.8	(a)	(a)	(a)	(a)
	2038			-	0.2	15.2	0.7	16.1	(a)	(a)	(a)	(a)
	2039			-	0.2	14.4	0.6	15.2	(a)	(a)	(a)	(a)
	2040			-	0.2	13.6	0.5	14.3	(a)	(a)	(a)	(a)
	2041			-	0.2	12.7	0.5	13.4	(a)	(a)	(a)	(a)
	2042			-	0.1	11.7	0.4	12.2	(a)	(a)	(a)	(a)
	2043			-	0.1	10.9	0.4	11.4	(a)	(a)	(a)	(a)
	2044			-	0.1	9.8	0.3	10.2	(a)	(a)	(a)	(a)
	2045			-	0.1	8.9	0.3	9.3	(a)	(a)	(a)	(a)
	2046			-	0.1	8.1	0.3	8.5	(a)	(a)	(a)	(a)
	2047			-	0.1	7.3	0.2	7.6	(a)	(a)	(a)	(a)
	2048			-	0.1	6.6	0.2	6.9	(a)	(a)	(a)	(a)
	2049			-	0.1	5.9	0.2	6.2	(a)	(a)	(a)	(a)
	2050			-	0.1	5.2	0.2	5.5	(a)	(a)	(a)	(a)
	2051			-	0.1	4.6	0.1	4.8	(a)	(a)	(a)	(a)
	2052			-	-	4.0	0.1	4.1	(a)	(a)	(a)	(a)
	2053			-	-	3.5	0.1	3.6	(a)	(a)	(a)	(a)
	2054			-	-	3.1	0.1	3.2	(a)	(a)	(a)	(a)
	2055			-	-	2.7	0.1	2.8	(a)	(a)	(a)	(a)
	2056			-	-	2.3	0.1	2.4	(a)	(a)	(a)	(a)
	2057			-	-	2.0	0.1	2.1	(a)	(a)	(a)	(a)
	2058			-	-	1.7	0.1	1.8	(a)	(a)	(a)	(a)
	2059			-	-	1.5	0.1	1.6	(a)	(a)	(a)	(a)
	2060			-	-	1.3	-	1.3	(a)	(a)	(a)	(a)
	2061 and thereafter			-	-	7.2	-	7.2	(a)	(a)	(a)	(a)
		Total projected payments	$	109.5	15.0	238.5	63.3	426.3

(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

				December 31, 2013
	(In millions)			Primary U.S. Pension Plan(b)	UMWA Plans(c)	Other Unfunded U.S. Plans	Total

	Funded status of U.S. retirement plans – GAAP		$	112.5	142.1	54.9	309.5
	Present value of projected earnings of plan assets(a)			(16.0)	(77.0)	-	(93.0)
		Discounted cash flows at plan discount rates – Non-GAAP	$	96.5	65.1	54.9	216.5

		Plan discount rate		5.00%	4.70%
		Expected return of assets		8.00%	8.25%

(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

			December 31,
(In millions)			2013	2012

U.S.		$	16.7	8.2
Non-U.S.			15.7	39.2
	Total	$	32.4	47.4

Application of Accounting Policies

U.S. Deferred Tax Assets

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			UMWA Plans			Black Lung
		2013	2012	2011	2013	2012	2011	2013	2012	2011

Discount rate:
	Retirement cost	4.2%	4.6%	5.3%	3.9%	4.4%	5.3%	3.5%	4.2%	4.8%
	Benefit obligation at year end	5.0%	4.2%	4.6%	4.7%	3.9%	4.4%	4.4%	3.5%	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

		Hypothetical		Hypothetical
(In millions)		1% lower	Actual	1% higher

Primary U.S. pension plan	$	1,052.8	924.3	819.8
UMWA plans		473.3	426.5	387.3

Actual 2013 and Projected 2014 Expense (Income)

			Hypothetical sensitivity analysis					Hypothetical sensitivity analysis
(In millions, except for percentages)			for discount rate assumption					for discount rate assumption
		Actual		1% lower	1% higher		Projected		1% lower	1% higher
Years Ending December 31,		2013		2013	2013		2014		2014	2014

Primary U.S. pension plan
Discount rate assumption		4.2%		3.2%	5.2%		5.0%		4.0%	6.0%
Retirement cost	$	29.7		38.6	21.9	$	12.0		20.9	4.5

UMWA plans
Discount rate assumption		3.9%		2.9%	4.9%		4.7%		3.7%	5.7%
Retirement cost	$	18.5		20.0	17.1	$	7.2		8.3	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:

			Hypothetical sensitivity analysis				Hypothetical sensitivity analysis
			for expected-return-on asset				for expected-return-on asset
(In millions, except for percentages)			assumption				assumption
		Actual	1% lower	1% higher		Projected		1% lower	1% higher
Years Ending December 31,		2013	2013	2013		2014		2014	2014


Expected-return-on-asset assumption
Primary U.S. pension plan		8.00%	7.00%	9.00%		8.00%		7.00%	9.00%
UMWA plans		8.25%	7.25%	9.25%		8.25%		7.25%	9.25%

Primary U.S. pension plan	$	29.7	36.8	22.6	$	12.0		19.7	4.3
UMWA plans		18.5	21.0	16.0		7.2		9.9	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.

			Hypothetical sensitivity analysis of 2014 asset return
(In millions, except for percentages)			better or worse than expected
				Better	Worse
Years Ending December 31,		Projected		return	return

Return on investments in 2014
Primary U.S. pension plan		8.00%		16.00%	-%
UMWA plans		8.25%		16.50%	-%

Projected Funded Status at December 31, 2014
Primary U.S. pension plan	$	(68)		(3)	(132)
UMWA plans		(139)		(117)	(161)

2015 Expense(a)
Primary U.S. pension plan	$	3		1	6
UMWA plans		7		3	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)		Based on market-related value of assets				Hypothetical(a)
		Actual	Projected	Projected
Years Ending December 31,		2013	2014	2015		2013	2014	2015

Expense (Income)

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	Mortality table
	UMWA plans	RP-2000 Separate, Pre- and Post-Retirement, Healthy Blue Collar
	Black Lung	RP-2000 Combined Annuitant/Non-Annuitant Blue Collar
	Primary U.S. pension	RP-2000 Combined Healthy Blue Collar

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

		Number of participants
	Plan	2013	2012	2011	2010	2009
	UMWA plans	4,100	4,300	4,400	4,600	4,700
	Black Lung	710	780	800	800	700
	U.S. pension	19,800	20,100	20,400	21,000	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:

		Hypothetical Effects
		Increase/ (decrease)
(In millions)			Venezuela	Other countries	Total

Effect on Earnings:
	Translation of 2013 earnings into U.S. dollars	$	(3.7)	(19.0)	(22.7)
	Transaction gains (losses)		(13.5)	1.0	(12.5)
Effect on Other Comprehensive Income (Loss):
	Translation of net assets of foreign subsidiaries		-	(75.0)	(75.0)

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:

				December 31,
(In millions)				2013	2012

Equity-method investment in Venezuelan subsidiaries(a)			$	125.3	90.0

Net monetary assets held by our Venezuelan subsidiaries
Cash and short-term investments denominated in U.S. dollars			$	0.5	0.5

Net monetary assets denominated in bolivars:
	Cash and cash equivalents		$	93.8	47.9
	Accounts receivable, accounts payable and other, net			26.6	21.5
		Total	$	120.4	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 Comprehensives 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

						December 31,
(In millions, except for per share amounts)						2013	2012

ASSETS

Current assets:
	Cash and cash equivalents				$	255.5	201.7
	Accounts receivable (net of allowance: 2013 – $8.2; 2012 – $9.2)					622.2	612.3
	Prepaid expenses and other					153.0	122.1
	Deferred income taxes					72.0	59.4
		Total current assets				1,102.7	995.5

Property and equipment, net						758.7	793.8
Goodwill						240.2	243.8
Other intangibles						46.3	56.1
Deferred income taxes						251.7	385.3
Other						98.4	79.4

		Total assets			$	2,498.0	2,553.9


LIABILITIES AND EQUITY

Current liabilities:
	Short-term borrowings				$	80.9	26.7
	Current maturities of long-term debt					24.6	27.0
	Accounts payable					185.6	172.8
	Accrued liabilities					507.5	516.5
		Total current liabilities				798.6	743.0

Long-term debt						330.5	335.6
Accrued pension costs						214.8	397.8
Retirement benefits other than pensions						186.0	304.6
Deferred income taxes						18.0	18.7
Other						170.6	177.4
		Total liabilities				1,718.5	1,977.1

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			48.4	47.8
		Capital in excess of par value				566.4	568.3
		Retained earnings				696.4	659.1
		Accumulated other comprehensive income (loss):
			Benefit plan adjustments			(478.0)	(665.1)
			Foreign currency translation			(141.5)	(109.9)
			Unrealized gains on available-for-sale securities			1.6	1.6
			Gains on cash flow hedges			0.6	-
				Accumulated other comprehensive loss		(617.3)	(773.4)

	Brink’s shareholders					693.9	501.8

	Noncontrolling interests					85.6	75.0

		Total equity				779.5	576.8

		Total liabilities and equity			$	2,498.0	2,553.9

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income

			Years Ended December 31,
(In millions, except for per share amounts)				2013	2012	2011

Revenues			$	3,942.2	3,735.0	3,662.9

Costs and expenses:
Cost of revenues				3,197.1	3,024.3	2,966.0
Selling, general and administrative expenses				564.0	546.7	512.4
	Total costs and expenses			3,761.1	3,571.0	3,478.4
Other operating income (expense)				(9.4)	11.0	18.0

	Operating profit			171.7	175.0	202.5

Interest expense				(25.1)	(23.1)	(23.1)
Interest and other income (expense)				1.6	7.2	8.9
	Income from continuing operations before tax			148.2	159.1	188.3
Provision for income taxes				52.0	27.1	64.0

	Income from continuing operations			96.2	132.0	124.3

Loss from discontinued operations, net of tax				(15.1)	(22.3)	(25.8)

	Net income			81.1	109.7	98.5
		Less net income attributable to noncontrolling interests		(24.3)	(20.8)	(24.0)

	Net income attributable to Brink’s		$	56.8	88.9	74.5

Amounts attributable to Brink’s:
	Continuing operations		$	71.9	111.2	100.3
	Discontinued operations			(15.1)	(22.3)	(25.8)

	Net income attributable to Brink’s		$	56.8	88.9	74.5

Earnings (loss) per share attributable to Brink’s common shareholders(a):
	Basic:
		Continuing operations	$	1.48	2.30	2.10
		Discontinued operations		(0.31)	(0.46)	(0.54)
		Net income		1.17	1.84	1.56

	Diluted:
		Continuing operations	$	1.47	2.29	2.09
		Discontinued operations		(0.31)	(0.46)	(0.54)
		Net income		1.16	1.83	1.55

Weighted-average shares
	Basic			48.7	48.4	47.8
	Diluted			49.0	48.6	48.1

(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)

					Years Ended December 31,
(In millions)				2013		2012	2011

Net income				$	81.1	109.7	98.5

Benefit plan adjustments:
	Benefit plan experience gains (losses) during the year				265.0	27.3	(205.1)
	Benefit plan prior service (costs) credits				63.0	(5.8)	3.5
	Deferred profit sharing				(0.3)	0.5	0.4
	Total benefit plan adjustments				327.7	22.0	(201.2)

Foreign currency translation adjustments					(32.8)	3.4	(50.5)
Unrealized net gains (losses) on available-for-sale securities					0.1	(2.1)	(2.3)
Gains on cash flow hedges					0.6	-	-
		Other comprehensive income (loss) before tax			295.6	23.3	(254.0)
Provision (benefit) for income taxes					141.0	9.3	(74.4)

	Other comprehensive income (loss)				154.6	14.0	(179.6)

		Comprehensive income (loss)			235.7	123.7	(81.1)
			Less comprehensive income (loss) attributable to noncontrolling interests		22.5	20.3	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		Accumulated	Attributable
						in Excess		Other	to
					Common	of Par	Retained	Comprehensive	Noncontrolling
(In millions)			Shares		Stock	Value	Earnings	Loss	Interests	Total
Balance as of December 31, 2010			46.4		46.4	542.6	537.5	(610.3)	66.9	583.1
Net income			-		-	-	74.5	-	24.0	98.5
Other comprehensive loss			-		-	-	-	(177.6)	(2.0)	(179.6)
Dividends to:
	Brink’s common shareholders ($0.40 per share)		-		-	-	(18.7)	-	-	(18.7)
	Noncontrolling interests		-		-	-	-	-	(16.1)	(16.1)
Share-based compensation:
	Stock options and awards:
		Compensation expense	-		-	6.2	-	-	-	6.2
		Consideration from exercise of stock options	0.6		0.6	11.1	-	-	-	11.7
		Excess tax benefit of stock compensation	-		-	1.1	-	-	-	1.1
	Other share-based benefit programs		(0.1)		(0.1)	(1.5)	(3.8)	-	-	(5.4)
Business acquisitions			-		-	-	-	-	0.8	0.8
Capital contributions from noncontrolling interest			-		-	-	-	-	0.8	0.8
Balance as of December 31, 2011			46.9		46.9	559.5	589.5	(787.9)	74.4	482.4
Net income			-		-	-	88.9	-	20.8	109.7
Other comprehensive income (loss)			-		-	-	-	14.5	(0.5)	14.0
Shares contributed to pension plan (see note 17)			0.4		0.4	8.6	-	-	-	9.0
Dividends to:
	Brink’s common shareholders ($0.40 per share)		-		-	-	(19.0)	-	-	(19.0)
	Noncontrolling interests		-		-	-	-	-	(13.0)	(13.0)
Share-based compensation:
	Stock options and awards:
		Compensation expense	-		-	8.0	-	-	-	8.0
		Consideration from exercise of stock options	-		-	1.4	-	-	-	1.4
		Reduction in excess tax benefit of stock compensation	-		-	(2.7)	-	-	-	(2.7)
	Other share-based benefit programs		0.5		0.5	(3.7)	(0.3)	-	-	(3.5)
Acquisitions of noncontrolling interests			-		-	(2.8)	-	-	(7.3)	(10.1)
Capital contributions from noncontrolling interest			-		-	-	-	-	0.6	0.6
Balance as of December 31, 2012			47.8		47.8	568.3	659.1	(773.4)	75.0	576.8
Net income			-		-	-	56.8	-	24.3	81.1
Other comprehensive income (loss) )			-		-	-	-	156.4	(1.8)	154.6
Dividends to:
	Brink’s common shareholders ($0.40 per share)		-		-	-	(19.2)	-	-	(19.2)
	Noncontrolling interests		-		-	-	-	-	(6.0)	(6.0)
Share-based compensation:
	Stock options and awards:
		Compensation expense	-		-	9.9	-	-	-	9.9
		Consideration from exercise of stock options	0.3		0.3	6.4	-	-	-	6.7
		Reduction in excess tax benefit of stock compensation	-		-	(2.8)	-	-	-	(2.8)
	Other share-based benefit programs		0.3		0.3	(3.6)	(0.3)	-	-	(3.6)
Acquisitions of noncontrolling interests			-		-	(11.8)	-	(0.3)	(6.4)	(18.5)
Capital contributions from noncontrolling interest			-		-	-	-	-	0.5	0.5
Balance as of December 31, 2013			48.4	$	48.4	566.4	696.4	(617.3)	85.6	779.5

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Cash Flows

				Years Ended December 31,
(In millions)				2013	2012	2011

Cash flows from operating activities:
Net income			$	81.1	109.7	98.5
Adjustments to reconcile net income to net cash provided by operating activities:
	Loss from discontinued operations, net of tax			15.1	22.3	25.8
	Depreciation and amortization			173.6	155.7	148.1
	Share-based compensation expense			9.9	8.0	6.2
	Deferred income taxes			(34.6)	(43.4)	(30.7)
	Gains and losses:
		Sales of available-for-sale securities		(0.4)	(2.9)	(4.4)
		Sales of property and other assets		(2.4)	(7.6)	(7.9)
		Business acquisitions and dispositions		(2.8)	(0.8)	(0.4)
		Bargain purchase gain		-	-	(2.1)
	Impairment losses			2.9	2.4	2.4
	Retirement benefit funding (more) less than expense:
		Pension		7.0	(5.4)	4.6
		Other than pension		15.0	22.3	11.6
	Loss on Venezuela currency devaluation			13.4	-	-
	Other operating			2.4	11.7	10.1
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts receivable		(73.3)	(71.8)	(53.0)
		Accounts payable, income taxes payable and accrued liabilities		31.4	23.0	58.1
		Customer obligations		(9.8)	15.7	(11.7)
		Prepaid and other current assets		(22.2)	6.8	(14.2)
		Other		(10.2)	9.7	9.4
	Discontinued operations			5.4	(4.9)	(3.4)
		Net cash provided by operating activities		201.5	250.5	247.0

Cash flows from investing activities:
Capital expenditures				(177.7)	(177.9)	(183.7)
Acquisitions				(18.1)	(17.2)	(3.0)
Available-for-sale securities:
	Purchases			-	-	(0.5)
	Sales			9.9	15.4	12.9
Cash proceeds from sale of property and equipment				5.9	12.5	13.9
Redemption of cash-surrender value of life insurance policies				-	6.2	-
Other				(0.5)	4.9	0.6
Discontinued operations				57.5	(11.2)	(12.0)
		Net cash used by investing activities		(123.0)	(167.3)	(171.8)

Cash flows from financing activities:
Borrowings (repayments) of debt:
	Short-term debt			60.5	3.3	(7.2)
	Long-term revolving credit facilities			13.8	(4.5)	(107.0)
	Issuance of private placement notes			-	-	100.0
	Other long-term debt:
		Borrowings		3.8	9.7	-
		Repayments		(27.3)	(29.7)	(29.3)
Cash proceeds from sale-leaseback transactions				-	-	17.6
Acquisition of a noncontrolling interest in a subsidiary				(18.5)	(9.4)	-
Payment of acquisition-related obligation				(12.8)	-	-
Debt financing costs				(0.1)	(1.5)	(0.6)
Dividends to:
	Shareholders of Brink’s			(19.2)	(19.0)	(18.7)
	Noncontrolling interests in subsidiaries			(6.0)	(13.0)	(16.1)
Proceeds from exercise of stock options				6.7	1.4	5.9
Minimum tax withholdings associated with share-based compensation				(3.5)	(5.6)	(2.7)
Other				(0.9)	0.5	1.1
Discontinued operations				(2.5)	(0.2)	(10.2)
		Net cash used by financing activities		(6.0)	(68.0)	(67.2)
Effect of exchange rate changes on cash and cash equivalents				(18.7)	3.6	(8.1)
Cash and cash equivalents:
	Increase (decrease)			53.8	18.8	(0.1)
	Balance at beginning of period			201.7	182.9	183.0
		Balance at end of period	$	255.5	201.7	182.9

See accompanying notes to consolidated financial statements.

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	Years
	Buildings	16 to 25
	Building leasehold improvements	3 to 10
	Vehicles	3 to 10
	Capitalized software	3 to 5
	Other machinery and equipment	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.

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.

Venezuela

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

o	currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services

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

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

			Years Ended December 31,
(In millions)			2013	2012	2011

Revenues by Business Segment
Latin America		$	1,720.7	1,579.4	1,460.7
EMEA			1,178.3	1,125.9	1,143.0
North America			898.4	893.3	923.4
Asia Pacific			144.8	136.4	135.8
Total		$	3,942.2	3,735.0	3,662.9



Operating Profit by Business Segment
Latin America		$	149.9	135.1	143.5
EMEA			81.5	88.1	73.4
North America			4.7	31.9	30.3
Asia Pacific			16.7	8.8	15.1
	Business segments		252.8	263.9	262.3
Non-segment			(81.1)	(88.9)	(59.8)
Total		$	171.7	175.0	202.5

			Years Ended December 31,
(In millions)			2013	2012	2011
Capital Expenditures by Business Segment
Latin America		$	88.7	83.8	85.0
EMEA			33.9	40.1	47.3
North America			52.1	48.2	44.2
Asia Pacific			3.0	5.8	7.2
Total		$	177.7	177.9	183.7

Depreciation and Amortization by Business Segment
Depreciation and amortization of property and equipment:
	Latin America		57.1	47.5	41.4
	EMEA		47.2	41.1	44.1
	North America		58.0	55.1	50.1
	Asia Pacific		4.8	4.8	3.8
	Property and equipment		167.1	148.5	139.4
Amortization of intangible assets:
	Latin America		3.7	3.2	3.9
	EMEA		1.6	2.6	2.9
	North America		0.2	0.3	0.7
	Asia Pacific		1.0	1.1	1.2
Total		$	173.6	155.7	148.1

			December 31,
(In millions)			2013	2012	2011

Assets held by Business Segment
Latin America		$	1,044.0	880.9	761.0
EMEA			672.6	681.3	669.4
North America			426.6	480.5	468.6
Asia Pacific			108.1	146.3	135.5
	Business Segments		2,251.3	2,189.0	2,034.5
Non-segment			246.7	364.9	371.7
Total		$	2,498.0	2,553.9	2,406.2

Long-Lived Assets by Geographic Area(a)
Non-U.S.:
	France	$	161.8	163.5	149.9
	Mexico		148.1	145.3	123.9
	Venezuela		47.7	46.7	43.5
	Brazil		107.9	95.6	100.9
	Canada		50.7	90.8	87.3
	Other		335.0	348.8	338.1
	Subtotal		851.2	890.7	843.6
United States			194.0	203.0	200.8
Total		$	1,045.2	1,093.7	1,044.4

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


			Years Ended December 31,
(In millions)			2013	2012	2011

Revenues by Geographic Area(a)
Outside the U.S.:
	France	$	542.5	535.5	545.2
	Mexico		450.4	424.0	415.2
	Venezuela		447.1	342.6	269.2
	Brazil		392.0	388.3	386.8
	Canada		190.9	186.6	189.9
	Other		1,211.8	1,151.3	1,123.1
	Subtotal		3,234.7	3,028.3	2,929.4
United States			707.5	706.7	733.5
Total		$	3,942.2	3,735.0	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.

		December 31,
(In millions)		2013	2012	2011

Net assets outside the U.S.
Latin America	$	479.4	438.2	376.9
EMEA		291.4	272.1	283.4
Asia Pacific		72.7	89.1	85.8
Canada		69.3	43.2	56.8
Total	$	912.8	842.6	802.9

(In millions)			2013	2012	2011

Information about Unconsolidated Equity Affiliates held by segments:
Carrying value of investments at year end
	Latin America	$	13.5	13.8	11.2
	Asia Pacific		2.3	1.8	1.6
Total		$	15.8	15.6	12.8

Share of earnings included in Brink's consolidated earnings during the year
	Latin America	$	6.0	5.8	4.7
	EMEA		-	-	(0.1)
	Asia Pacific		0.7	0.2	0.2
Total		$	6.7	6.0	4.8

Undistributed earnings at year end
	Latin America	$	3.5	8.4	6.6
	Asia Pacific		0.8	0.4	0.5
Total		$	4.3	8.8	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)		U.S. Plans				Non-U.S. Plans				Total
Years Ended December 31,		2013	2012	2011		2013	2012	2011		2013	2012	2011

Service cost	$	-	-	-	$	15.0	11.1	10.2	$	15.0	11.1	10.2
Interest cost on projected benefit obligation		42.2	43.8	46.2		19.1	19.1	16.9		61.3	62.9	63.1
Return on assets – expected		(56.9)	(60.0)	(65.0)		(12.9)	(12.2)	(12.0)		(69.8)	(72.2)	(77.0)
Amortization of losses		45.1	39.5	28.2		6.1	4.0	2.8		51.2	43.5	31.0
Amortization of prior service cost		-	-	-		0.8	2.0	1.5		0.8	2.0	1.5
Settlement loss		0.1	5.0	-		2.6	3.3	2.2		2.7	8.3	2.2
Net periodic pension cost	$	30.5	28.3	9.4	$	30.7	27.3	21.6	$	61.2	55.6	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)			U.S. Plans		Non-U.S. Plans		Total
Years Ended December 31,			2013	2012	2013	2012	2013	2012

Benefit obligation at beginning of year		$	1,031.3	990.7	392.3	306.9	1,423.6	1,297.6
Service cost			-	-	15.0	11.1	15.0	11.1
Interest cost			42.2	43.8	19.1	19.1	61.3	62.9
Participant contributions			-	-	3.8	3.5	3.8	3.5
Plan amendments			-	-	(4.9)	11.7	(4.9)	11.7
Curtailments			-	-	(0.2)	(0.4)	(0.2)	(0.4)
Settlements			(0.5)	(13.9)	(2.0)	(3.2)	(2.5)	(17.1)
Benefits paid			(43.6)	(42.3)	(18.8)	(22.0)	(62.4)	(64.3)
Actuarial (gains) losses			(94.5)	53.0	(8.0)	54.9	(102.5)	107.9
Foreign currency exchange effects			-	-	(5.9)	10.7	(5.9)	10.7
Benefit obligation at end of year		$	934.9	1,031.3	390.4	392.3	1,325.3	1,423.6

Fair value of plan assets at beginning of year		$	756.3	685.4	283.0	230.5	1,039.3	915.9
Return on assets – actual			85.5	89.9	16.6	34.7	102.1	124.6
Participant contributions			-	-	3.8	3.5	3.8	3.5
Employer contributions			14.1	37.2	40.1	32.8	54.2	70.0
Settlements			(0.5)	(13.9)	(2.0)	(3.2)	(2.5)	(17.1)
Benefits paid			(43.6)	(42.3)	(18.8)	(22.0)	(62.4)	(64.3)
Foreign currency exchange effects			-	-	(0.7)	6.7	(0.7)	6.7
Fair value of plan assets at end of year		$	811.8	756.3	322.0	283.0	1,133.8	1,039.3

Funded status		$	(123.1)	(275.0)	(68.4)	(109.3)	(191.5)	(384.3)

Included in:
	Noncurrent asset	$	-	-	(28.6)	(21.9)	(28.6)	(21.9)
	Current liability, included in accrued liabilities		0.8	0.9	4.5	7.5	5.3	8.4
	Noncurrent liability		122.3	274.1	92.5	123.7	214.8	397.8
Net pension liability		$	123.1	275.0	68.4	109.3	191.5	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)					U.S. Plans		Non-U.S. Plans		Total
Years Ended December 31,					2013	2012	2013	2012	2013	2012


Benefit plan net experience losses recognized in
	accumulated other comprehensive income (loss):
		Beginning of year		$	(491.9)	(513.3)	(59.7)	(34.6)	(551.6)	(547.9)
		Net experience gains (losses) arising during the year			123.1	(23.1)	11.7	(32.4)	134.8	(55.5)
		Reclassification adjustment for amortization of
			prior experience losses included in net income		45.2	44.5	8.8	7.3	54.0	51.8
		End of year		$	(323.6)	(491.9)	(39.2)	(59.7)	(362.8)	(551.6)

Benefit plan prior service cost recognized in
	accumulated other comprehensive income (loss):
		Beginning of year		$	-	-	(15.8)	(6.1)	(15.8)	(6.1)
		Prior service credit (cost) from plan amendments
			during the year		-	-	4.9	(11.7)	4.9	(11.7)
		Reclassification adjustment for amortization of
			prior service cost included in net income		-	-	0.7	2.0	0.7	2.0
		End of year		$	-	-	(10.2)	(15.8)	(10.2)	(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)			U.S. Plans		Non-U.S. Plans		Total
December 31,			2013	2012	2013	2012	2013	2012

Pension plans with an accumulated benefit obligation in excess of plan assets:
	Fair value of plan assets	$	811.8	756.3	38.1	137.2	849.9	893.5
	Accumulated benefit obligation		934.9	1,031.3	103.6	223.2	1,038.5	1,254.5
	Projected benefit obligation		934.9	1,031.3	135.1	268.4	1,070.0	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:

		U.S. Plans			Non-U.S. Plans
		2013	2012	2011	2013	2012	2011

Discount rate:
	Pension cost	4.2%	4.6%	5.3%	5.3%	5.4%	5.8%
	Benefit obligation at year end	5.0%	4.2%	4.6%	6.3%	5.3%	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	N/A	N/A	N/A	3.8%	3.2%	3.3%
	Benefit obligation at year end	N/A	N/A	N/A	3.9%	3.8%	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)		U.S. Plans	Non-U.S. Plans	Total

2014	$	47.7	14.6	62.3
2015		48.9	13.7	62.6
2016		50.0	16.4	66.4
2017		51.5	19.1	70.6
2018		53.1	21.3	74.4
2019 through 2023	$	287.3	168.8	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)		UMWA Plans				Black Lung and Other Plans				Total
Years Ended December 31,		2013	2012	2011		2013	2012	2011		2013	2012	2011

Service cost	$	-	-	-	$	0.3	0.6	-	$	0.3	0.6	-
Interest cost on APBO		19.7	22.3	24.0		1.9	2.8	2.8		21.6	25.1	26.8
Return on assets – expected		(20.8)	(21.3)	(25.5)		-	-	-		(20.8)	(21.3)	(25.5)
Amortization of losses		19.6	21.0	14.7		0.7	1.5	0.6		20.3	22.5	15.3
Amortization of prior service cost		-	-	-		1.7	2.0	2.0		1.7	2.0	2.0
Net periodic postretirement cost	$	18.5	22.0	13.2	$	4.6	6.9	5.4	$	23.1	28.9	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)			UMWA Plans		Black Lung and Other Plans		Total
Years Ended December 31,			2013	2012	2013	2012	2013	2012

APBO at beginning of year		$	525.3	529.6	53.0	60.9	578.3	590.5
Service cost			-	-	0.3	0.6	0.3	0.6
Interest cost			19.7	22.3	1.9	2.8	21.6	25.1
Plan amendments			(55.7)	-	-	(1.9)	(55.7)	(1.9)
Benefits paid			(34.2)	(35.7)	(7.1)	(6.6)	(41.3)	(42.3)
Medicare subsidy received			3.1	3.2	-	-	3.1	3.2
Actuarial (gains) losses, net			(31.7)	5.9	0.8	(2.2)	(30.9)	3.7
Foreign currency exchange effects			-	-	-	(0.6)	-	(0.6)
APBO at end of year		$	426.5	525.3	48.9	53.0	475.4	578.3

Fair value of plan assets at beginning of year		$	268.7	268.0	-	-	268.7	268.0
Employer contributions			1.0	-	7.1	6.6	8.1	6.6
Return on assets – actual			45.8	33.5	-	-	45.8	33.5
Benefits paid			(34.2)	(36.0)	(7.1)	(6.6)	(41.3)	(42.6)
Medicare subsidy received			3.1	3.2	-	-	3.1	3.2
Fair value of plan assets at end of year		$	284.4	268.7	-	-	284.4	268.7

Funded status		$	(142.1)	(256.6)	(48.9)	(53.0)	(191.0)	(309.6)

Included in:
	Current, included in accrued liabilities	$	-	-	5.0	5.0	5.0	5.0
	Noncurrent		142.1	256.6	43.9	48.0	186.0	304.6
Retirement benefits other than pension liability		$	142.1	256.6	48.9	53.0	191.0	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)					UMWA Plans		Black Lung and Other Plans		Total
Years Ended December 31,					2013	2012	2013	2012	2013	2012

Benefit plan net experience gain (loss) recognized in
	accumulated other comprehensive income (loss):
		Beginning of year		$	(295.7)	(323.0)	(6.2)	(9.9)	(301.9)	(332.9)
		Net experience gains (losses) arising during the year			56.7	6.3	(0.8)	2.2	55.9	8.5
		Reclassification adjustment for amortization of
			prior experience losses included in net income		19.6	21.0	0.7	1.5	20.3	22.5
		End of year		$	(219.4)	(295.7)	(6.3)	(6.2)	(225.7)	(301.9)

Benefit plan prior service (cost) credit recognized in
	accumulated other comprehensive income (loss):
		Beginning of year		$	-	-	(9.4)	(13.3)	(9.4)	(13.3)
		Prior service credit from plan amendments during the year			55.7	-	-	1.9	55.7	1.9
		Reclassification adjustment for amortization or curtailment
			of prior service cost included in net income		-	-	1.7	2.0	1.7	2.0
		End of year		$	55.7	-	(7.7)	(9.4)	48.0	(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:

			2013		2012		2011

Weighted-average discount rate:
	Postretirement cost:
		UMWA plans	3.9	%	4.4	%	5.3	%
		Black lung	3.5	%	4.2	%	4.8	%
		Weighted-average	3.9	%	4.4	%	5.2	%
	Benefit obligation at year end:
		UMWA plans	4.7	%	3.9	%	4.4	%
		Black lung	4.4	%	3.5	%	4.2	%
		Weighted-average	4.7	%	3.9	%	4.4	%
Expected return on assets			8.25	%	8.50	%	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.

		Effect of Change in Assumed Healthcare Trend Rates
(In millions)			Increase 1%	Decrease 1%

Higher (lower):
	Service and interest cost in 2013	$	2.3	(1.9)
	APBO at December 31, 2013		45.4	(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)		UMWA plans	Black lung and other plans	Total

2014	$	31.5	5.0	36.5
2015		31.9	4.7	36.6
2016		31.5	4.4	35.9
2017		31.3	4.1	35.4
2018		32.9	3.8	36.7
2019 through 2023		148.6	15.9	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.

				December 31, 2013			December 31, 2012
		Fair			%	%		%	%
		Value		Total Fair	Actual	Target	Total Fair	Actual	Target
(In millions, except for percentages)		Level		Value	Allocation	Allocation	Value	Allocation	Allocation

U.S. Pension Plans
Cash, cash equivalents and receivables			$	3.8	-	-	3.5	1	-
Equity securities:
	U.S. large-cap(a)	1		132.1	16	16	227.3	30	30
	U.S. small/mid-cap(a)	1		58.6	7	7	60.8	8	8
	International(a)	1		114.4	14	14	94.1	12	12
	Emerging markets(b)	1		31.7	4	4	-	-	-
	Dynamic asset allocation(c)	1		50.2	6	6	-	-	-
Fixed-income securities:
	Long duration(d)	1		190.8	32	32	139.9	24	23
	Long duration(d)	2		65.0			39.1
	High yield(e)	1		24.5	3	3	61.9	8	8
	Emerging markets(f)	1		23.2	3	3	30.4	4	4
Other types of investments:
	Hedge fund of funds(g)	2		37.3	5	5	99.3	13	15
	Core property(h)	2		40.2	5	5	-	-	-
	Structured credit(i)	3		40.0	5	5	-	-	-
Total			$	811.8	100	100	756.3	100	100

UMWA Plans
Equity securities:
	U.S. large-cap(a)	1	$	107.0	38	37	97.2	36	37
	U.S. small/mid-cap(a)	1		27.9	10	9	23.7	9	9
	International(a)	1		41.8	15	14	39.3	15	14
Fixed-income securities:
	High yield(e)	1		24.1	8	8	23.1	9	8
	Emerging markets(f)	1		10.9	4	4	11.7	4	4
	Multi asset real return(j)	1		29.3	10	13	32.8	12	13
Other types of investments:
	Hedge fund of funds(g)	2		29.2	10	10	40.9	15	15
	Core property(h)	2		14.2	5	5	-	-	-
Total			$	284.4	100	100	268.7	100	100

(a)	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.

(b)

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.

(c)

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.

(d)

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.

(e)

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.

(f)	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.

(g)

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.

(h)

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.

(i)	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.

(j)	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.

				December 31, 2013			December 31, 2012
					%	%		%	%
				Total Fair	Actual	Target	Total Fair	Actual	Target
(In millions, except for percentages)				Value	Allocation	Allocation	Value	Allocation	Allocation

Non-U.S. Pension Plans
Cash and cash equivalents			$	5.2	2	-	2.6	1	-
Equity securities:
	U.S. equity funds(a)			30.0			25.8
	Canadian equity funds(a)			38.3			31.7
	European equity funds(a)			8.9			7.4
	Asia Pacific equity funds(a)			1.7			1.3
	Emerging markets(a)			9.3			4.7
	Other non-U.S. equity funds(a)			38.8			37.3
		Total equity securities		127.0	39	39	108.2	38	39
Fixed-income securities:
	Global credit(b)			37.5			34.3
	Canadian fixed-income funds(c)			24.8			20.3
	European fixed-income funds(d)			11.0			10.2
	High-yield(e)			12.3			10.2
	Emerging markets(f)			6.9			5.8
	Long-duration(g)			79.4			76.1
		Total fixed-income securities		171.9	53	55	156.9	55	56
Other types of investments:
	Convertible securities(h)			12.0			10.1
	Commodity derivatives(i)			4.7			4.0
	Other			1.2			1.2
		Total other types of investments		17.9	6	6	15.3	6	5
Total			$	322.0	100	100	283.0	100	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			$	96.8	39.9	0.6
	Actual return on plan assets:
		Relating to assets still held at the reporting date		2.5	1.0	-
		Relating to assets sold during the period		-	-	-
	Purchases, sales and settlements			-	-	-
	Transfers in and/or out of Level 3			-	-	-
Balance at December 31, 2012				99.3	40.9	0.6

	Actual return on plan assets:
		Relating to assets still held at the reporting date		0.4	-	-
		Relating to assets sold during the period		-	-	-
	Purchases, sales and settlements			39.6	-	-
	Transfers out of Level 3(a)			(99.3)	(40.9)	(0.6)
Balance at December 31, 2013			$	40.0	-	-

(a)	Transfers out of Level 3 are deemed to have occurred at the beginning of the year.

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,		2013	2012	2011

U.S. 401(K)	$	2.6	4.6	16.9
Other plans		2.9	2.5	3.9
Total	$	5.5	7.1	20.8

Note 4 – Income Taxes

		Years Ended December 31,
(In millions)		2013	2012	2011

Income (loss) from continuing operations before income taxes
U.S.	$	(51.8)	(19.6)	(16.0)
Foreign		200.0	178.7	204.3
Income from continuing operations before income taxes	$	148.2	159.1	188.3

Provision (benefit) for income taxes from continuing operations
Current tax expense (benefit)
U.S. federal	$	0.5	(0.1)	2.9
State		1.5	(0.3)	(0.1)
Foreign		84.6	70.9	91.9
Current tax expense		86.6	70.5	94.7

Deferred tax expense (benefit)
U.S. federal		(20.6)	(29.9)	(21.3)
State		(1.9)	(1.4)	(0.9)
Foreign		(12.1)	(12.1)	(8.5)
Deferred tax benefit		(34.6)	(43.4)	(30.7)
Provision (benefit) for income taxes of continuing operations	$	52.0	27.1	64.0

		Years Ended December 31,
(In millions)		2013	2012	2011

Comprehensive provision (benefit) for income taxes allocable to
Continuing operations	$	52.0	27.1	64.0
Discontinued operations		4.7	(1.0)	(3.9)
Other comprehensive income (loss)		141.0	9.3	(74.4)
Equity		2.8	2.7	(1.1)
Comprehensive provision (benefit) for income taxes	$	200.5	38.1	(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%.

		Years Ended December 31,
(In percentages)		2013		2012		2011

U.S. federal tax rate		35.0	%	35.0	%	35.0	%
Increases (reductions) in taxes due to:
	Adjustments to valuation allowances	4.0		1.2		(2.9)
	Foreign income taxes	(6.5)		(2.2)		0.3
	Medicare subsidy for retirement plans	(1.1)		(14.4)		-
	French business tax	3.0		2.7		2.4
	Nontaxable acquisition-related (gains) losses	-		-		(0.4)
	Taxes on undistributed earnings of foreign affiliates	(0.1)		(2.2)		0.2
	State income taxes, net	(0.1)		(0.1)		(0.5)
	Change in judgment about uncertain tax positions in Mexico	-		(4.7)		-
	Other	0.9		1.7		(0.1)
Actual income tax rate on continuing operations		35.1	%	17.0	%	34.0	%

Components of Deferred Tax Assets and Liabilities

			December 31,
(In millions)			2013	2012

Deferred tax assets
Pension liabilities		$	70.0	136.4
Retirement benefits other than pensions			60.7	127.2
Workers’ compensation and other claims			35.1	38.3
Other assets and liabilities			138.6	115.3
Net operating loss carryforwards			26.8	63.5
Alternative minimum and other tax credits(a)			44.7	37.9
Subtotal			375.9	518.6
Valuation allowances			(32.4)	(47.4)
Total deferred tax assets			343.5	471.2

Deferred tax liabilities
Property and equipment, net			9.9	11.2
Other assets and miscellaneous			31.0	37.4
Deferred tax liabilities			40.9	48.6
Net deferred tax asset		$	302.6	422.6

Included in:
	Current assets	$	72.0	59.4
	Noncurrent assets		251.7	385.3
	Current liabilities, included in accrued liabilities		(3.1)	(3.4)
	Noncurrent liabilities		(18.0)	(18.7)
Net deferred tax asset		$	302.6	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.

				Years Ended December 31,
(In millions)				2013	2012	2011

Valuation allowances:
	Beginning of year		$	47.4	43.9	45.9
	Expiring tax credits			(1.8)	(0.8)	(0.3)
	Acquisitions and dispositions			(32.7)	(0.9)	0.3
	Changes in judgment about deferred tax assets(a)			(0.2)	(1.0)	(8.2)
	Other changes in deferred tax assets, charged to:
		Income from continuing operations		6.2	3.4	7.6
		Income from discontinued operations		12.5	1.9	-
		Other comprehensive income (loss)		-	0.1	-
	Foreign currency exchange effects			1.0	0.8	(1.4)
	End of year		$	32.4	47.4	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)			Federal	State	Foreign	Total

Years of expiration
	2014-2018	$	-	0.3	3.9	4.2
	2019-2023		-	0.2	5.3	5.5
	2024 and thereafter		-	10.3	0.4	10.7
	No expiration		-	-	6.4	6.4
		$	-	10.8	16.0	26.8

Uncertain Tax Positions

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

			Years Ended December 31,
(In millions)			2013	2012	2011

Uncertain tax positions:
	Beginning of year	$	11.8	17.2	19.4
	Increases related to prior-year tax positions		0.1	1.4	0.8
	Decreases related to prior-year tax positions		-	(6.9)	(1.6)
	Increases related to current-year tax positions		2.3	1.6	1.3
	Settlements		(0.7)	(0.7)	-
	Effect of the expiration of statutes of limitation		(3.4)	(1.2)	(1.2)
	Increases (decreases) related to business combinations and dispositions		-	-	(0.7)
	Foreign currency exchange effects		0.7	0.4	(0.8)
	End of year	$	10.8	11.8	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:

		December 31,
(In millions)		2013	2012

Land	$	68.0	70.8
Buildings		258.0	247.6
Leasehold improvements		215.6	217.5
Vehicles		438.0	433.6
Capitalized software(a)		184.6	168.2
Other machinery and equipment		692.5	682.3
		1,856.7	1,820.0
Accumulated depreciation and amortization		(1,098.0)	(1,026.2)
Property and equipment, net	$	758.7	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.

		Estimated Fair
		Value at
(In millions)		January 31, 2013

Fair value of purchase consideration
Cash paid for 100% of shares	$		25.9
Fair value of contingent consideration			1.8
Fair value of purchase consideration	$		27.7


Fair value of net assets acquired
Cash	$		10.0
Accounts receivable			7.8
Other current assets			19.9
Property and equipment			4.0
Intangible assets(a)			11.8
Goodwill(b)			14.0
Current liabilities			(38.8)
Noncurrent liabilities			(1.0)
Fair value of net assets acquired	$		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:

			December 31, 2013				December 31, 2012
			Gross Carrying	Accumulated	Net Carrying		Gross Carrying	Accumulated	Net Carrying
(In millions)			Amount	Amortization	Amount		Amount	Amortization	Amount

Customer relationships:
	Latin America	$	23.8	(12.6)	11.2	$	27.1	(11.6)	15.5
	EMEA		28.7	(24.7)	4.0		31.9	(27.3)	4.6
	North America		3.0	(3.0)	-		12.9	(5.4)	7.5
	Asia Pacific		13.6	(3.2)	10.4		17.1	(3.3)	13.8
Indefinite-lived trade names:
	Latin America		11.5	-	11.5		11.7	-	11.7
	EMEA		0.3	-	0.3		0.3	-	0.3
	Asia Pacific		-	-	-		1.0	-	1.0
Finite-lived trade names:
	Latin America		1.7	(1.3)	0.4		1.4	(1.4)	-
	EMEA		-	-	-		0.1	(0.1)	-
	North America		-	-	-		1.7	(0.1)	1.6
	Asia Pacific		-	-	-		0.5	(0.5)	-
Other contract-related assets:
	Latin America		9.3	(0.8)	8.5		-	-	-
Other:
	Latin America		0.8	(0.8)	-		1.0	(1.0)	-
	EMEA		1.2	(1.2)	-		1.4	(1.3)	0.1
	Asia Pacific		0.9	(0.9)	-		1.0	(1.0)	-
Total		$	94.8	(48.5)	46.3	$	109.1	(53.0)	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:

				December 31, 2013
				Beginning	Acquisitions/	Amortization			Ending
(In millions)				Balance	Dispositions	Expense(a)	Adjustments	Currency	Balance


Goodwill:
	Latin America		$	43.6	14.0	-	-	(7.6)	50.0
	EMEA			142.1	1.8	-	-	4.1	148.0
	North America			20.5	(2.4)	-	-	(0.9)	17.2
	Asia Pacific			37.6	(9.4)	-	-	(3.2)	25.0
Total goodwill				243.8	4.0	-	-	(7.6)	240.2

Other intangibles:
	Customer relationships
		Latin America		15.5	-	(2.7)	-	(1.6)	11.2
		EMEA		4.6	0.8	(1.6)	-	0.2	4.0
		North America		7.5	(5.9)	(1.3)	-	(0.3)	-
		Asia Pacific		13.8	(1.0)	(1.0)	-	(1.4)	10.4
	Indefinite-lived trade names
		Latin America		11.7	-	-	-	(0.2)	11.5
		EMEA		0.3	-	-	-	-	0.3
		Asia Pacific		1.0	-	-	(0.9)	(0.1)	-
	Finite-lived trade names
		Latin America		-	0.7	(0.1)	-	(0.2)	0.4
		North America		1.6	(1.4)	(0.1)	-	(0.1)	-
	Other contract-related assets
		Latin America		-	11.1	(0.9)	-	(1.7)	8.5
	Other
		EMEA		0.1	-	(0.1)	-	-	-
Total other intangibles			$	56.1	4.3	(7.8)	(0.9)	(5.4)	46.3

(a)	Includes amortization expense of $1.3 million in 2013 that has been reclassified to discontinued operations.

				December 31, 2012
				Beginning	Acquisitions/	Amortization			Ending
(In millions)				Balance	Dispositions	Expense(a)	Adjustments	Currency	Balance

Goodwill:
	Latin America		$	46.7	0.2	-	-	(3.3)	43.6
	EMEA			126.0	15.1	-	(2.1)	3.1	142.1
	North America			20.1	-	-	-	0.4	20.5
	Asia Pacific			38.6	-	-	-	(1.0)	37.6
Total goodwill				231.4	15.3	-	(2.1)	(0.8)	243.8

Other intangibles:
	Customer relationships
		Latin America		18.5	1.3	(3.0)	-	(1.3)	15.5
		EMEA		6.4	1.0	(2.7)	-	(0.1)	4.6
		North America		8.9	-	(1.6)	-	0.2	7.5
		Asia Pacific		15.3	-	(1.1)	-	(0.4)	13.8
	Indefinite-lived trade names
		Latin America		10.8	-	-	-	0.9	11.7
		EMEA		0.3	-	-	-	-	0.3
		Asia Pacific		1.0	-	-	-	-	1.0
	Finite-lived trade names
		Latin America		0.1	-	-	-	(0.1)	-
		North America		1.6	-	(0.1)	-	0.1	1.6
		Asia Pacific		0.1	-	(0.1)	-	-	-
	Other
		Latin America		0.2	-	(0.2)	-	-	-
		EMEA		0.4	(0.1)	(0.1)	-	(0.1)	0.1
		Asia Pacific		0.2	-	(0.2)	-	-	-
Total other intangibles			$	63.8	2.2	(9.1)	-	(0.8)	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)		2014	2015	2016	2017	2018

Amortization expense	$	5.3	4.7	4.1	3.5	3.0

Note 8 – Other Assets

		December 31,
(In millions)		2013	2012

Prepaid pension assets	$	28.6	21.9
Equity method investment in unconsolidated entities		15.8	15.6
Available-for-sale securities		4.5	5.3
Other		49.5	36.6
Other assets	$	98.4	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:

			Amounts Arising During		Amounts Reclassified to
			the Current Period		Net Income (Loss)
							Total Other
				Income		Income	Comprehensive
(In millions)			Pretax	Tax	Pretax	Tax	Income (Loss)

2013

Amounts attributable to Brink's:
	Benefit plan adjustments	$	251.9	(114.1)	76.4	(27.1)	187.1
	Foreign currency translation adjustments		(30.9)	-	(0.5)	0.1	(31.3)
	Unrealized gains (losses) on available-for-sale securities		(0.3)	0.1	0.4	(0.2)	-
	Gains (losses) on cash flow hedges		2.9	-	(2.3)	-	0.6
			223.6	(114.0)	74.0	(27.2)	156.4

Amounts attributable to noncontrolling interests:
	Benefit plan adjustments		(0.9)	0.3	0.3	(0.1)	(0.4)
	Foreign currency translation adjustments		(1.4)	-	-	-	(1.4)
	Unrealized gains (losses) on available-for-sale securities		-	-	-	-	-
	Gains (losses) on cash flow hedges		-	-	-	-	-
			(2.3)	0.3	0.3	(0.1)	(1.8)

Total
	Benefit plan adjustments(a)		251.0	(113.8)	76.7	(27.2)	186.7
	Foreign currency translation adjustments(b)		(32.3)	-	(0.5)	0.1	(32.7)
	Unrealized gains (losses) on available-for-sale securities(c)		(0.3)	0.1	0.4	(0.2)	-
	Gains (losses) on cash flow hedges(d)		2.9	-	(2.3)	-	0.6
		$	221.3	(113.7)	74.3	(27.3)	154.6

2012

Amounts attributable to Brink's:
	Benefit plan adjustments	$	(53.4)	17.3	78.3	(27.2)	15.0
	Foreign currency translation adjustments		1.0	(0.2)	-	-	0.8
	Unrealized gains (losses) on available-for-sale securities		0.8	(0.2)	(2.9)	1.0	(1.3)
			(51.6)	16.9	75.4	(26.2)	14.5

Amounts attributable to noncontrolling interests:
	Benefit plan adjustments		(2.9)	-	-	-	(2.9)
	Foreign currency translation adjustments		2.4	-	-	-	2.4
	Unrealized gains (losses) on available-for-sale securities		-	-	-	-	-
			(0.5)	-	-	-	(0.5)

Total
	Benefit plan adjustments(a)		(56.3)	17.3	78.3	(27.2)	12.1
	Foreign currency translation adjustments		3.4	(0.2)	-	-	3.2
	Unrealized gains (losses) on available-for-sale securities(c)		0.8	(0.2)	(2.9)	1.0	(1.3)
		$	(52.1)	16.9	75.4	(26.2)	14.0

			Amounts Arising During		Amounts Reclassified to
			the Current Period		Net Income (Loss)
							Total Other
				Income		Income	Comprehensive
(In millions)			Pretax	Tax	Pretax	Tax	Income (Loss)

2011

Amounts attributable to Brink's:
	Benefit plan adjustments	$	(253.2)	89.4	52.0	(17.6)	(129.4)
	Foreign currency translation adjustments		(48.4)	1.7	-	-	(46.7)
	Unrealized gains (losses) on available-for-sale securities		2.0	-	(4.4)	0.9	(1.5)
			(299.6)	91.1	47.6	(16.7)	(177.6)

Amounts attributable to noncontrolling interests:
	Benefit plan adjustments		-	-	-	-	-
	Foreign currency translation adjustments		(2.1)	-	-	-	(2.1)
	Unrealized gains (losses) on available-for-sale securities		0.1	-	-	-	0.1
			(2.0)	-	-	-	(2.0)

Total
	Benefit plan adjustments(a)		(253.2)	89.4	52.0	(17.6)	(129.4)
	Foreign currency translation adjustments		(50.5)	1.7	-	-	(48.8)
	Unrealized gains (losses) on available-for-sale securities(c)		2.1	-	(4.4)	0.9	(1.4)
		$	(301.6)	91.1	47.6	(16.7)	(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:

			December 31,
(In millions)			2013	2012	2011

Total net periodic retirement benefit cost included in:
	Cost of revenues	$	66.8	64.7	41.4
	Selling, general and administrative expenses		17.5	19.8	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).

(d)	Pretax gains and losses on cash flow hedges are classified in the income statement as

·	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:

			Benefit Plan Adjustments	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total
(In millions)			Benefit Plan Adjustments	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total
Balance as of December 31,2010		$	(550.7)	(64.0)	4.4	-	(610.3)
	Other comprehensive income (loss) before reclassifications		(163.8)	(46.7)	2.0	-	(208.5)
	Amounts reclassified from accumulated other comprehensive loss		34.4	-	(3.5)	-	30.9
Balance as of December 31, 2011			(680.1)	(110.7)	2.9	-	(787.9)
	Other comprehensive income (loss) before reclassifications		(36.1)	0.8	0.6	-	(34.7)
	Amounts reclassified from accumulated other comprehensive loss		51.1	-	(1.9)	-	49.2
Balance as of December 31, 2012			(665.1)	(109.9)	1.6	-	(773.4)
	Other comprehensive income (loss) before reclassifications		137.8	(30.9)	(0.2)	2.9	109.6
	Amounts reclassified from accumulated other comprehensive loss		49.3	(0.4)	0.2	(2.3)	46.8
Other comprehensive income (loss) attributable to Brink's			187.1	(31.3)	-	0.6	156.4
Acquisitions of noncontrolling interests			-	(0.3)	-	-	(0.3)
Balance as of December 31, 2013		$	(478.0)	(141.5)	1.6	0.6	(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:

			December 31,
(In millions)			2013	2012

DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		42.8	43.4

Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		105.8	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

		December 31,
(In millions)		2013	2012

Payroll and other employee liabilities	$	172.8	168.9
Taxes, except income taxes		110.5	109.8
Cash held by Cash Management Services operations(a)		31.3	44.0
Workers’ compensation and other claims		24.3	24.4
Retirement benefits (see note 3)		10.3	13.4
Income taxes payable		14.5	16.1
Other		143.8	139.9
Accrued liabilities	$	507.5	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

		December 31,
(In millions)		2013	2012

Workers’ compensation and other claims	$	42.1	44.2
Post-employment benefits		42.0	40.2
Asset retirement and remediation obligations		18.9	17.9
Employee-related liabilities		14.0	17.1
Noncurrent tax liabilities		10.2	11.6
Other		43.4	46.4
Other liabilities	$	170.6	177.4

Note 13 – Long-Term Debt

				December 31,
(In millions)				2013	2012

Bank credit facilities:
	Revolving Facility (year-end weighted average interest
		rate of 1.6% in 2013 and 1.5% in 2012)	$	120.6	107.2
	Private Placement Notes (Series A interest rate of 4.6%, Series B interest
		rate of 5.2%), due 2021		100.0	100.0
	Other non-U.S. dollar-denominated facilities (year-end weighted
		average interest rate of 5.7% in 2013 and 7.7% in 2012)		14.9	20.9
Dominion Terminal Associates 6.0% bonds, due 2033				43.2	43.2
Capital leases (average rates: 3.7% in 2013 and 4.2% in 2012)				76.4	91.3
		Total long-term debt	$	355.1	362.6

Included in:
	Current liabilities		$	24.6	27.0
	Noncurrent liabilities			330.5	335.6
		Total long-term debt	$	355.1	362.6

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)		Capital leases	Other long-term debt	Total

	2014	$	20.5	4.1	24.6
	2015		20.7	13.7	34.4
	2016		13.7	9.1	22.8
	2017		10.4	129.7	140.1
	2018		6.4	7.1	13.5
	Later years		4.7	115.0	119.7
	Total	$	76.4	278.7	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:

			December 31,
(In millions)			2013	2012

Asset class:
	Buildings	$	2.6	4.9
	Vehicles		103.7	108.2
	Machinery and equipment		31.8	36.5
			138.1	149.6
	Less: accumulated amortization		(57.6)	(47.4)
	Total	$	80.5	102.2

103

Note 14 – Accounts Receivable

		December 31,
(In millions)		2013	2012

Trade	$	595.2	590.7
Other		35.2	30.8
Total accounts receivable		630.4	621.5
Allowance for doubtful accounts		(8.2)	(9.2)
Accounts receivable, net	$	622.2	612.3

				Years Ended December 31,
(In millions)				2013	2012	2011

Allowance for doubtful accounts:
	Beginning of year		$	9.2	8.9	7.2
	Provision for uncollectible accounts receivable:
		Continuing operations		4.1	1.7	3.0
		Discontinued operations		0.1	1.0	1.0
	Write offs less recoveries			(3.9)	(1.0)	(1.4)
	Foreign currency exchange effects			(1.3)	(1.4)	(0.9)
	End of year		$	8.2	9.2	8.9

Note 15 – Operating Leases

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)		Facilities	Vehicles	Other	Total

2014	$	55.0	13.4	13.1	81.5
2015		42.3	8.2	14.8	65.3
2016		29.8	3.3	15.6	48.7
2017		21.4	0.5	0.1	22.0
2018		15.7	0.2	-	15.9
Later years		43.0	-	-	43.0
	$	207.2	25.6	43.6	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.

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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.

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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	96

Assumptions used to estimate fair value
	Beginning average price of Brink’s common stock(a)	$	27.59	27.59
	Expected dividend yield for the TSR provision of PSU awards(b)		0%	n/a
	Expected dividend yield for PSUs and MSUs(c)		0%	0%
	Expected volatility(d)		39%	39%
	Risk-free interest rate		0.3%	0.3%
	Expected term in years(e)		2.7	2.7

Weighted-average fair value estimates at grant date(f):
	In millions	$	5.5	2.5
	Fair value per share	$	26.22	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						396			290
Weighted-average exercise price per share			$			22.55			31.47

Assumptions used to estimate fair value
	Expected dividend yield(a):
		Weighted-average				1.8%			1.3%
	Expected volatility(b):
		Weighted-average				40%			36%
		Range		39%	–	40%	36%	–	37%
	Risk-free interest rate:
		Weighted-average				0.6%			1.2%
		Range		0.4%	–	0.9%	0.5%	–	1.9%
	Expected term in years(c):
		Weighted-average				4.3			3.8
		Range		3.3	–	5.3	1.9	–	5.3

Weighted-average fair value estimates at grant date:
	In millions		$			2.5			2.4
	Fair value per share		$			6.32			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.

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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
			Number of shares				Weighted-Average
							Grant-Date
	(in thousands of shares, except for per share amounts)		PSUs	MSUs	Total		Fair Value

	Balance as of December 31, 2012		-	-	-	$	-
	Granted		210.4	96.2	306.6		26.28
	Cancelled awards		(11.1)	-	(11.1)		26.22
		Balance as of December 31, 2013	199.3	96.2	295.5	$	26.28

Nonvested Share Activity - RSUs and DSUs
			Number of shares				Weighted-Average
							Grant-Date
	(in thousands of shares, except for per share amounts)		RSUs	DSUs	Total		Fair Value

	Balance as of December 31, 2010		299.5	29.1	328.6	$	22.84
	Granted		143.7	15.8	159.5		30.43
	Cancelled awards		(16.5)	-	(16.5)		23.65
	Vested		(127.1)	(29.1)	(156.2)		24.13
		Balance as of December 31, 2011	299.6	15.8	315.4		25.99
	Granted		321.0	23.0	344.0		22.21
	Cancelled awards		(21.3)	-	(21.3)		24.53
	Vested		(191.4)	(15.8)	(207.2)		25.68
		Balance as of December 31, 2012	407.9	23.0	430.9		23.19
	Granted		206.6	19.2	225.8		26.22
	Cancelled awards		(66.9)	-	(66.9)		24.16
	Vested		(151.2)	(23.0)	(174.2)		23.19
		Balance as of December 31, 2013	396.4	19.2	415.6	$	24.68

Option Activity

The table below summarizes the activity in all plans for options of our common stock.

					Weighted-Average		Aggregate
		Shares		Weighted- Average	Remaining Contractual		Intrinsic Value
		(in thousands)		Exercise Price Per Share	Term (in years)		(in millions)

Outstanding at December 31, 2010		3,355		29.10
Granted		290		31.47
Exercised		(562)		20.66
Forfeited or expired		(116)		29.47

Outstanding at December 31, 2011		2,967		30.92
Granted		396		22.55
Exercised		(71)		19.04
Forfeited or expired		(680)		29.92

Outstanding at December 31, 2012		2,612		30.23
Granted		-		-
Exercised		(302)		22.30
Forfeited or expired		(835)		34.25
Outstanding at December 31, 2013
Outstanding at December 31, 2013		1,475	$	29.58	2.3	$	7.2

Of the above, as of December 31, 2013:
	Exercisable	1,154	$	30.92	1.7	$	4.2
	Expected to vest in future periods(a)	314	$	24.81	4.3	$	2.9

(a)	The number of options expected to vest takes into account an estimate of expected forfeitures.

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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

	Years Ended December 31,
(In millions)	2013	2012	2011

Weighted-average shares

Basic(a)	48.7	48.4	47.8
Effect of dilutive stock awards	0.3	0.2	0.3
Diluted(a)	49.0	48.6	48.1

Antidilutive stock awards excluded from denominator	1.3	2.4	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.

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Note 18 – Loss from Discontinued Operations

			Years Ended December 31,
(In millions)			2013	2012	2011

Loss from operations(a)(b)		$	(26.0)	(22.5)	(21.8)
Gain (loss) on sales(a)			16.3	(0.3)	-
Settlement loss related to Belgium bankruptcy			-	-	(10.1)
Adjustments to contingencies of former operations(c):
	Workers’ compensation		(1.7)	(0.2)	(1.4)
	Gain from Federal Black Lung Excise Tax refunds		-	-	4.2
	Other		1.0	(0.3)	(0.6)
Loss from discontinued operations before income taxes			(10.4)	(23.3)	(29.7)
Provision (benefit) for income taxes			4.7	(1.0)	(3.9)
Loss from discontinued operations, net of tax		$	(15.1)	(22.3)	(25.8)

(a)

(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.

(c)	Primarily relates to former coal businesses and BAX Global, a former freight forwarding and logistics business.

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 designed and installed security systems for commercial customers and had operations in China and other locations in Asia.

		December 31,
(In millions)		2013	2012	2011

EMEA	$	77.6	136.9	153.9
North America		41.2	52.1	50.8
Asia Pacific		23.6	22.5	17.9
Total	$	142.4	211.5	222.6

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The table below shows revenues and losses from operations before tax for the German cash-in-transit operation which was sold in 2013:

			Years Ended December 31,
	(In millions)		2013	2012	2011

German CIT Operation:
	Revenues	$	56.4	57.7	62.4
	Losses from operations before tax		(24.3)	(10.0)	(11.1)

Federal Black Lung Excise Tax (“FBLET”) refunds

Note 19 – Supplemental Cash Flow Information

			Years Ended December 31,
(In millions)			2013	2012	2011

Cash paid for:
	Interest	$	23.7	22.7	22.3
	Income taxes, net		92.7	89.3	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)

				Years Ended December 31,
(In millions)				2013	2012	2011

Share in earnings of equity affiliates			$	6.7	6.0	4.8
Gains on business acquisitions and dispositions				2.8	0.8	9.2
Royalty income				1.9	2.1	1.7
Gains on sale of property and other assets				2.4	7.6	1.2
Impairment losses				(2.9)	(2.4)	(2.4)
Foreign currency items:
	Transaction losses			(20.2)	(4.2)	(3.7)
	Hedge gains (losses)			(0.4)	0.2	2.2
Other				0.3	0.9	5.0
		Other operating income (expense)	$	(9.4)	11.0	18.0

Note 21 – Interest and Other Nonoperating Income (Expense)

		Years Ended December 31,
(In millions)		2013	2012	2011

Interest income	$	2.7	4.8	5.7
Gain on available-for-sale securities		0.4	2.9	4.4
Foreign currency hedge losses		(1.0)	-	-
Other		(0.5)	(0.5)	(1.2)
Total	$	1.6	7.2	8.9

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Note 22 – Other Commitments and Contingencies

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)


			2013 Quarters					2012 Quarters
(In millions, except for per share amounts)			1st	2nd	3rd	4th		1st	2nd	3rd	4th

Revenues		$	950.5	969.9	982.4	1,039.4	$	917.1	914.6	926.2	977.1
Segment operating profit			34.3	54.4	79.9	84.2		73.1	52.1	67.0	71.7
Operating profit			17.3	32.8	59.2	62.4		48.8	30.8	45.0	50.4
Amounts attributable to Brink’s:
Income (loss) from:
	Continuing operations	$	2.9	13.2	29.8	26.0	$	22.5	33.6	21.1	34.0
	Discontinued operations		(19.5)	(4.5)	(6.0)	14.9		(5.5)	(3.1)	(7.6)	(6.1)
Net income (loss) attributable to Brink’s		$	(16.6)	8.7	23.8	40.9	$	17.0	30.5	13.5	27.9

Depreciation and amortization		$	42.1	42.2	42.3	47.0	$	38.7	38.2	38.4	40.4
Capital expenditures			33.4	44.8	44.0	55.5		32.0	35.9	44.1	65.9

Earnings (loss) per share attributable to Brink’s common shareholders:
Basic
	Continuing operations	$	0.06	0.27	0.61	0.53	$	0.47	0.69	0.44	0.70
	Discontinued operations		(0.40)	(0.09)	(0.12)	0.31		(0.11)	(0.06)	(0.16)	(0.13)
	Net income	$	(0.34)	0.18	0.49	0.84	$	0.35	0.63	0.28	0.58

Diluted
	Continuing operations	$	0.06	0.27	0.61	0.53	$	0.47	0.69	0.43	0.70
	Discontinued operations		(0.40)	(0.09)	(0.12)	0.30		(0.11)	(0.06)	(0.16)	(0.13)
	Net income	$	(0.34)	0.18	0.49	0.83	$	0.35	0.63	0.28	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.

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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)	1.	All financial statements – see pages 68–112.

	2.	Financial statement schedules – not applicable.

	3.	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		Title

/s/ Thomas. C. Schievelbein		Director, President and Chief Executive Officer (Principal Executive Officer)
Thomas C. Schievelbein
/s/ J.W. Dziedzic		Vice President and Chief Financial Officer (Principal Financial Officer)
Joseph W. Dziedzic
/s/ M. A. P. Schumacher		Controller (Principal Accounting Officer)
Matthew A.P. Schumacher

*		Director
Betty C. Alewine

*		Director
Paul G. Boynton

*		Director
Marc C. Breslawsky

*		Director
Reginald D. Hedgebeth

*		Director
Michael J. Herling

*		Director
Murray D. Martin

*		Director
Ronald L. Turner

* 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)	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.

3(i)	(a)	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.

	(b)	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)*	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.

10(b)*	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)	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.

	(iii)	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.

10(d)*	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”).

10(e)*	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”).

10(f)*	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(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)	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.

	(iii)	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”).

	(iv)	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.

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	(iii)	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.

	(iv)	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.

	(v)	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.

10(i)*	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.

10(j)*	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.

10(k)*	Management Performance Improvement Plan, as amended and restated as of February 19, 2010. Exhibit 10(h) to the 2009 Form 10-K.

10(l)*	Form of Change in Control Agreement. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013.

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)*	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.

10(o)*	Form of Indemnification Agreement entered into by the Registrant with its directors and officers. Exhibit 10(l) to the 1991 Form 10-K.

10(p)*	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.

10(q)*	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”).

10(r)*	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”).

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	(iii)	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.

	(iv)	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.

	(v)	Continuing Disclosure Undertaking between the Registrant and Wachovia, dated September 24, 2003. Exhibit 10.2(v) to the Third Quarter 2003 Form 10-Q.

	(vi)	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)	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.

	(iii)	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.

10(y)	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.

10(z)	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.

10(aa)	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.

10(bb)	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.

10(cc)	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.

10(dd)	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.

21	Subsidiaries of the Registrant.

23	Consent of Independent Registered Public Accounting Firm.

24	Powers of Attorney.

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31	Rule 13a-14(a)/15d-14(a) Certifications.

32	Section 1350 Certifications.

99(a)*	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.

101	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.

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