Edgar Filing: BRINKS CO

form_10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

¨ 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.)

1801 Bayberry Court, Richmond, Virginia 23226-8100

(Address of principal executive offices) (Zip Code)

(804) 289-9600

(Registrant's telephone number, including area code)

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 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 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.

(Check one): 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 October 23, 2012, 47,769,222 shares of $1 par value common stock were outstanding.

Part I - Financial Information

Item 1. Financial Statements

THE BRINK’S COMPANY

and subsidiaries

Consolidated Balance Sheets

(Unaudited)

					September 30,	December 31,
(In millions)					2012	2011

ASSETS

Current assets:
	Cash and cash equivalents			$	202.7	182.9
	Accounts receivable, net				622.8	550.5
	Prepaid expenses and other				145.7	134.1
	Deferred income taxes				79.8	66.4
		Total current assets			1,051.0	933.9

Property and equipment, net					762.2	749.2
Goodwill					242.6	231.4
Other intangibles					59.1	63.8
Deferred income taxes					376.9	350.8
Other					72.1	77.1

		Total assets		$	2,563.9	2,406.2


LIABILITIES AND EQUITY

Current liabilities:
	Short-term borrowings			$	32.6	25.4
	Current maturities of long-term debt				29.4	28.7
	Accounts payable				152.2	159.5
	Accrued liabilities				546.2	488.5
		Total current liabilities			760.4	702.1

Long-term debt					363.2	335.3
Accrued pension costs					343.8	369.6
Retirement benefits other than pensions					315.9	315.4
Deferred income taxes					31.8	23.0
Other					185.4	178.4
		Total liabilities			2,000.5	1,923.8

Commitments and contingent liabilities (notes 3, 4 and 9)

Equity:
	The Brink’s Company (“Brink’s”) shareholders:
		Common stock			47.8	46.9
		Capital in excess of par value			568.3	559.5
		Retained earnings			636.0	589.5
		Accumulated other comprehensive loss			(763.6)	(787.9)
			Brink’s shareholders		488.5	408.0

	Noncontrolling interests				74.9	74.4

		Total equity			563.4	482.4

		Total liabilities and equity		$	2,563.9	2,406.2

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income

(Unaudited)

				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions, except per share amounts)			2012		2011	2012	2011

Revenues			$	979.0	995.8	2,912.9	2,888.4

Costs and expenses:
Cost of revenues				799.0	807.7	2,384.9	2,373.9
Selling, general and administrative expenses				147.4	136.6	427.4	400.3
	Total costs and expenses			946.4	944.3	2,812.3	2,774.2
Other operating income (expense)				4.5	11.0	5.4	5.7

	Operating profit			37.1	62.5	106.0	119.9

Interest expense				(5.7)	(6.5)	(17.4)	(18.2)
Interest and other income (expense)				1.5	1.3	6.3	6.8
	Income from continuing operations before tax			32.9	57.3	94.9	108.5
Provision (benefit) for income taxes				14.7	20.9	20.8	37.9

	Income from continuing operations			18.2	36.4	74.1	70.6

Income from discontinued operations, net of tax				-	(0.7)	-	3.0

	Net income			18.2	35.7	74.1	73.6
		Less net income attributable to noncontrolling interests		(4.7)	(4.9)	(13.1)	(14.9)

	Net income attributable to Brink’s			13.5	30.8	61.0	58.7

Income attributable to Brink’s:
	Continuing operations			13.5	31.5	61.0	55.7
	Discontinued operations			-	(0.7)	-	3.0

	Net income attributable to Brink’s		$	13.5	30.8	61.0	58.7

Earnings per share attributable to Brink’s common shareholders:
	Basic:
		Continuing operations	$	0.28	0.66	1.26	1.17
		Discontinued operations		-	(0.02)	-	0.06
		Net income		0.28	0.64	1.26	1.23

	Diluted:
		Continuing operations	$	0.28	0.66	1.26	1.16
		Discontinued operations		-	(0.02)	-	0.06
		Net income		0.28	0.64	1.26	1.22

Weighted-average shares
	Basic			48.5	48.0	48.4	47.8
	Diluted			48.6	48.1	48.6	48.1

Cash dividends paid per common share			$	0.10	0.10	0.30	0.30

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

						Three Months		Nine Months
						Ended September 30,		Ended September 30,
(In millions)						2012	2011	2012	2011

Net income					$	18.2	35.7	74.1	73.6

Other comprehensive income (loss):
	Benefit plan adjustments:
		Net experience gains (losses) arising during the period				(3.8)	(1.0)	(11.1)	(4.7)
		Tax benefit (provision) related to net experience gains and losses arising during the period				1.2	0.3	3.2	1.3
		Reclassification adjustment for amortization of prior net experience loss included in net income				18.6	12.1	56.6	36.3
		Tax benefit related to reclassification adjustment for prior net experience loss				(6.6)	(4.3)	(20.3)	(13.0)
		Prior service cost (credit) from plan amendment during the period				0.2	-	(12.0)	-
		Tax benefit related to prior service cost from plan amendment during the period				-	-	4.2	-
		Reclassification adjustment for amortization of prior service cost (credit) included in net income				1.1	0.9	2.9	2.7
		Tax provision (benefit) related to reclassification adjustment for prior service cost (credit)				(0.2)	(0.3)	(0.7)	(0.9)
		Deferred profit sharing				0.2	(0.1)	0.5	0.2
		Benefit plan adjustments, net of tax				10.7	7.6	23.3	21.9

	Foreign currency translation adjustments					11.9	(75.0)	1.0	(35.6)

	Available-for-sale securities:
		Unrealized net gains (losses) on available-for-sale securities arising during the period				0.3	(1.4)	0.8	1.9
		Tax benefit (provision) related to unrealized net gains and losses on available-for-sale securities				(0.1)	0.5	(0.2)	0.1
		Reclassification adjustment for net (gains) losses realized in net income				(0.7)	-	(2.8)	(4.4)
		Tax provision (benefit) related to reclassification adjustment				0.2	-	1.0	0.9
		Unrealized net gains (losses) on available-for-sale securities, net of tax				(0.3)	(0.9)	(1.2)	(1.5)
			Other comprehensive income (loss)			22.3	(68.3)	23.1	(15.2)

				Comprehensive income (loss)	$	40.5	(32.6)	97.2	58.4

Summary by Equity Interest
Amounts attributable to Brink’s:
		Net income			$	13.5	30.8	61.0	58.7
		Benefit plan adjustments				10.5	7.6	26.2	21.9
		Foreign currency				11.2	(72.5)	(0.8)	(33.8)
		Available-for-sale securities				(0.3)	(0.9)	(1.2)	(1.6)
			Other comprehensive income (loss)			21.4	(65.8)	24.2	(13.5)
				Comprehensive income (loss) attributable to Brink’s		34.9	(35.0)	85.2	45.2

Amounts attributable to noncontrolling interests:
		Net income				4.7	4.9	13.1	14.9
		Benefit plan adjustments				0.2	-	(2.9)	-
		Foreign currency				0.7	(2.5)	1.8	(1.8)
		Available-for-sale securities				-	-	-	0.1
			Other comprehensive income (loss)			0.9	(2.5)	(1.1)	(1.7)
				Comprehensive income (loss) attributable to noncontrolling interests		5.6	2.4	12.0	13.2

				Comprehensive income (loss)	$	40.5	(32.6)	97.2	58.4

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statement of Equity

Nine Months ended September 30, 2012

(Unaudited)

			Attributable to Brink’s
						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, 2011			46.9	$	46.9	559.5	589.5	(787.9)	74.4	482.4

Net income			-		-	-	61.0	-	13.1	74.1
Other comprehensive income (loss)			-		-	-	-	24.2	(1.1)	23.1
Shares contributed to pension plan (see note 6)			0.4		0.4	8.6	-	-	-	9.0
Dividends:
	Brink’s common shareholders ($0.30 per share)		-		-	-	(14.2)	-	-	(14.2)
	Noncontrolling interests		-		-	-	-	-	(5.9)	(5.9)
Share-based compensation
	Stock options and awards:
		Compensation expense	-		-	7.1	-	-	-	7.1
		Consideration from exercise of stock options	-		-	0.3	-	-	-	0.3
		Excess tax benefit (tax deficiency) of stock compensation	-		-	(2.5)	-	-	-	(2.5)
	Other share-based benefit programs		0.5		0.5	(4.1)	(0.3)	-	-	(3.9)
Acquisitions of noncontrolling interests			-		-	(0.6)	-	0.1	(6.0)	(6.5)
Capital contributions from noncontrolling interest			-		-	-	-	-	0.4	0.4

Balance as of September 30, 2012			47.8	$	47.8	568.3	636.0	(763.6)	74.9	563.4

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

				Nine Months
				Ended September 30,
(In millions)				2012	2011

Cash flows from operating activities:
Net income			$	74.1	73.6
Adjustments to reconcile net income to net cash provided (used) by operating activities:
	Income from discontinued operations, net of tax			-	(3.0)
	Depreciation and amortization			126.0	120.5
	Share-based compensation expense			7.1	5.3
	Deferred income taxes			(44.0)	(29.4)
	Gains and losses:
		Sales of available-for-sale securities		(2.8)	(4.4)
		Sales of property and other assets		(7.7)	(1.2)
		Business acquisitions and dispositions		(0.8)	(9.2)
	Impairment losses			6.9	0.8
	Retirement benefit funding (more) less than expense:
		Pension		(10.3)	6.6
		Other than pension		17.0	8.4
	Other operating			12.3	8.8
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts receivable		(92.7)	(25.7)
		Accounts payable, income taxes payable and accrued liabilities		53.5	38.2
		Prepaid and other current assets		(11.5)	(24.1)
		Other		2.2	3.4
	Discontinued operations			-	1.4
		Net cash provided by operating activities		129.3	170.0

Cash flows from investing activities:
Capital expenditures				(120.6)	(118.7)
Acquisitions				(17.1)	(3.0)
Available-for-sale securities:
	Purchases			-	(0.5)
	Sales			15.0	12.6
Cash proceeds from sale of property, equipment and investments				12.1	12.8
Cash settlements of foreign currency derivatives				0.6	0.1
Redemption of cash-surrender value of life insurance policies				6.2	-
Other				4.2	-
		Net cash used by investing activities		(99.6)	(96.7)

Cash flows from financing activities:
Borrowings (repayments) of debt:
	Short-term debt			6.1	(14.8)
	Long-term revolving credit facilities			26.5	(101.5)
	Issuance of private placement notes			-	100.0
	Other long-term debt:
		Borrowings		9.7	-
		Repayments		(22.2)	(21.3)
Cash proceeds from sale-leaseback transactions				-	14.7
Acquisition of noncontrolling interests in subsidiaries				(5.9)	-
Debt financing costs				(1.5)	(0.7)
Dividends to:
	Shareholders of Brink’s			(14.2)	(14.0)
	Noncontrolling interests in subsidiaries			(5.9)	(15.4)
Proceeds from exercise of stock options				0.3	5.1
Excess tax benefits associated with share-based compensation				-	1.1
Minimum tax withholdings associated with share-based compensation				(5.6)	(2.5)
		Net cash used by financing activities		(12.7)	(49.3)
Effect of exchange rate changes on cash				2.8	(6.5)
Cash and cash equivalents:
	Increase (decrease)			19.8	17.5
	Balance at beginning of period			182.9	183.0
		Balance at end of period	$	202.7	200.5

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of presentation

The Brink’s Company (along with its subsidiaries, “Brink’s” or “we”) has two reportable segments:

· International

· North America

Our unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2011.

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 these estimates. The most significant estimates are related to goodwill and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, foreign currency translation and deferred tax assets.

The consolidated financial statements include all of the assets, liabilities, revenues, expenses and cash flows of Brink’s and all entities in which Brink’s has a controlling voting interest. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

Certain prior year amounts related to the statement of cash flows have been reclassified to conform to the 2012 presentation.

Foreign Currency Translation

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

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

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

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

Venezuela

Our Venezuelan operations accounted for $235.1 million or 8% of total Brink’s revenues in the nine months ended September 30, 2012. Our operating margins in Venezuela have varied depending on the mix of business during any year and have been up to three times our overall international segment operating margin rate.

The economy in Venezuela has had significant inflation in the last several years. Beginning January 1, 2010, we designated Venezuela’s economy as highly inflationary for accounting purposes, and we consolidated our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies. In June 2010, the Venezuelan government established an exchange process that requires each transaction be approved by the government’s central bank (the “SITME” rate). On a daily basis, the central bank publishes

ranges of prices at which it may approve transactions to purchase dollar-denominated bonds, resulting in an exchange rate range of 4.3 to 5.3 bolivar fuertes to the U.S. dollar. To date, approved transactions have been at the upper end of the range. To the extent we need to obtain U.S. dollars, we currently expect our U.S. dollar-denominated transactions to be settled at a rate of 5.3 bolivar fuertes to the U.S. dollar. We have used this rate to remeasure our bolivar fuerte-denominated monetary assets and liabilities into U.S. dollars at September 30, 2012, resulting in bolivar fuerte-denominated net monetary assets at September 30, 2012, of $65.7 million. For the nine months ended September 30, 2012 and for the year ended December 31, 2011, we did not recognize any remeasurement gains or losses because the SITME rate did not change.

Under the SITME process, approved transactions may not exceed $350,000 per legal entity per month. We have obtained sufficient U.S. dollars to purchase imported supplies and fixed assets to operate our business in Venezuela but our continued ability to do this is less certain. Although we believe the repatriation of cash invested in Venezuela will be limited in the future, we have been successful at converting a small amount of bolivar fuertes to U.S. dollars through other legal channels at a rate not as favorable as the SITME rate.

At September 30, 2012, our Venezuelan subsidiaries held $0.4 million of cash and short-term investments denominated in U.S. dollars and $34.2 million of cash denominated in bolivar fuertes. On an equity-method basis, we had investments in our Venezuelan operations of $84.4 million at September 30, 2012.

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 changes how fair value guidance is applied in certain circumstances and expands the disclosure requirements around fair value measurements. For entities with fair value measurements classified as Level 3, required disclosures include a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation processes in place, a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs, and quantitative disclosures about unobservable inputs used in fair value measurements other than those valuations that use net asset value as a practical expedient. We adopted the guidance effective January 1, 2012. The adoption of this guidance did not have a material effect on our financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. For annual periods, an entity has the option to present the components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. For interim periods, total comprehensive income is required to be disclosed either below net income on the income statement or as a separate statement. The ASU does not change the items that must be reported as other comprehensive income. Whether presenting two separate statements or one continuous statement in annual periods, the ASU required entities to present reclassifications from other comprehensive income in the statement reporting net income. In December 2011, however, the FASB deferred this requirement when it issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which has the same effective date as ASU 2011-05. Companies must continue to disclose reclassifications from other comprehensive income on the statement that reports other comprehensive income, or in the notes to the financial statements. We adopted this guidance effective January 1, 2012, and included a statement of comprehensive income in our interim financial statements. The adoption of this guidance did not have a material effect on our financial statements.

Standards Not Yet Adopted

In July 2012, the FASB issued ASU 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. Under the revised guidance, entities testing indefinite-lived intangible assets for impairment have the option of performing a qualitative assessment before calculating fair value. If entities determine, on the basis of qualitative factors, that it is more likely than not that the fair value of the indefinite-lived intangible is less than the carrying amount, the fair value calculation would be required. The ASU also requires that the same qualitative factors be considered when determining whether an interim impairment evaluation is necessary. Although the ASU is effective for fiscal years beginning after September 15, 2012, we will adopt this guidance for the 2012 reporting year for our annual October 1 indefinite-lived intangible impairment evaluation. The adoption of this guidance is not expected to have a material effect on our financial statements.

Note 2 – Segment information

We identify our operating segments based on how resources are allocated and operating decisions are made. Management evaluates performance and allocates resources based on operating profit or loss, excluding non-segment expenses. Under the criteria set forth in FASB ASC 280, Segment Reporting, we have four geographic operating segments, which are aggregated into two reportable segments: International and North America. We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.

The primary services of the reportable segments include:

·	Cash-in-transit (“CIT”) – armored vehicle transportation

·	Automated teller machine (“ATM”) – replenishment and servicing, network infrastructure services

·	Global Services – transportation of valuables globally

·	Cash Management Services – supply chain management of cash

·	Payment Services – consumers pay utility and other bills at payment locations

·	Guarding Services – including airport security


				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions)				2012	2011	2012	2011

Revenues:
	International		$	744.4	751.3	2,204.3	2,158.1
	North America			234.6	244.5	708.6	730.3
		Revenues	$	979.0	995.8	2,912.9	2,888.4


				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions)				2012	2011	2012	2011

Operating profit:
	International		$	50.8	61.4	148.1	132.8
	North America			8.3	8.7	25.5	25.9
		Segment operating profit		59.1	70.1	173.6	158.7
	Non-segment			(22.0)	(7.6)	(67.6)	(38.8)
		Operating profit	$	37.1	62.5	106.0	119.9

Note 3 – Retirement benefits

Pension plans

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.

The components of net periodic pension cost (credit) for our pension plans were as follows:

		U.S. plans		Non-U.S. plans		Total
(In millions)		2012	2011	2012	2011	2012	2011

Three months ended September 30,

Service cost	$	-	-	2.8	2.5	2.8	2.5
Interest cost on projected benefit obligation		11.0	11.6	5.0	4.3	16.0	15.9
Return on assets – expected		(14.9)	(16.2)	(3.0)	(3.0)	(17.9)	(19.2)
Amortization of losses		9.7	7.0	0.9	0.5	10.6	7.5
Amortization of prior service cost		-	-	0.6	0.4	0.6	0.4
Settlement loss		1.0	-	1.5	0.7	2.5	0.7
Net periodic pension cost	$	6.8	2.4	7.8	5.4	14.6	7.8

Nine months ended September 30,

Service cost	$	-	-	8.2	7.8	8.2	7.8
Interest cost on projected benefit obligation		33.0	34.7	13.9	12.9	46.9	47.6
Return on assets – expected		(44.9)	(48.7)	(9.1)	(9.1)	(54.0)	(57.8)
Amortization of losses		29.4	21.0	3.0	2.0	32.4	23.0
Amortization of prior service cost		-	-	1.4	1.2	1.4	1.2
Settlement loss		5.0	-	2.6	1.7	7.6	1.7
Net periodic pension cost	$	22.5	7.0	20.0	16.5	42.5	23.5

We made a $9 million stock contribution to our primary U.S. pension plan in the first three months of 2012 and cash contributions in an aggregate amount of $13 million to the plan in the first nine months of 2012. New 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. As a result of the implementation of this legislation, we are not required to make additional contributions to the primary U.S. pension plan during the remainder of 2012.

We recognized $5.0 million in settlement losses in the first nine months of 2012 related to the payment of U.S. pension benefits.

Retirement benefits other than pensions

We provide retirement healthcare benefits for eligible current and former U.S. and Canadian employees, including former employees of our former U.S. coal operation. Retirement benefits related to our former coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to black lung obligations.

The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:

		UMWA plans		Black lung and other plans		Total
(In millions)		2012	2011	2012	2011	2012	2011

Three months ended September 30,

Service cost	$	-	-	0.2	-	0.2	-
Interest cost on accumulated postretirement benefit obligations		5.6	5.9	0.7	0.7	6.3	6.6
Return on assets – expected		(5.3)	(6.4)	-	-	(5.3)	(6.4)
Amortization of losses		5.1	3.8	0.4	0.1	5.5	3.9
Amortization of prior service cost		-	-	0.5	0.5	0.5	0.5
Net periodic pension cost	$	5.4	3.3	1.8	1.3	7.2	4.6

Nine months ended September 30,

Service cost	$	-	-	0.3	-	0.3	-
Interest cost on accumulated postretirement benefit obligations		16.8	17.9	2.2	2.1	19.0	20.0
Return on assets – expected		(15.9)	(19.2)	-	-	(15.9)	(19.2)
Amortization of losses		15.6	11.3	1.0	0.3	16.6	11.6
Amortization of prior service cost		-	-	1.5	1.5	1.5	1.5
Net periodic pension cost	$	16.5	10.0	5.0	3.9	21.5	13.9

Note 4 – Income taxes

		Three Months				Nine Months
		Ended September 30,				Ended September 30,
		2012		2011		2012		2011

Continuing operations
Provision (benefit) for income taxes (in millions)	$	14.7		20.9		20.8		37.9
Effective tax rate		44.7	%	36.5	%	21.9	%	34.9	%

2012 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first nine months of 2012 was lower than the 35% U.S. statutory tax rate largely due to a $21 million non-cash income tax benefit as a result of the Company changing its funding strategy for retiree health care obligations (as described below), partially offset by higher taxes due to the geographical mix of earnings, withholding taxes, and the characterization of a French business tax as an income tax.

The Company changed its funding strategy for certain retiree health care obligations and, as a result, no longer expects to be affected by an income tax deduction limitation enacted by The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (“the Act”). The Act disallows deductions for prescription drug benefit costs funded after December 31, 2012, to the extent these costs are reimbursed by a “Medicare Part D Subsidy.”

2011 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first nine months of 2011 was slightly lower than the 35% U.S. statutory tax rate largely due to a $4.4 million benefit for the release of a U.S. valuation allowance and $1.6 million in benefits for changes in legislation in various jurisdictions, tax claims and audit settlements. These benefits were mostly offset by higher taxes due to the geographical mix of earnings and the characterization of a French business tax as an income tax.

Note 5 – 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.

The 2005 Equity Incentive Plan (the “2005 Plan”) permits grants of stock options, restricted stock, stock appreciation rights, performance stock and other share-based awards to employees.

We provide share-based awards to directors through the Non-Employee Directors’ Equity Plan (the “Directors’ Plan”).

The fair value of the options granted during the 2012 and 2011 periods was calculated using the following estimated weighted-average assumptions:

				Three Months						Nine Months
				Ended September 30,						Ended September 30,
Options Granted			2012				2011			2012			2011

Number of shares underlying options, in thousands						182			290			389			290
Weighted-average exercise price per share			$			22.56			31.47			22.47			31.47

Assumptions used to estimate fair value
	Expected dividend yield (a):
		Weighted-average				1.8 %			1.3 %			1.8 %			1.3 %
		Range				1.8 %			1.3 %			1.8 %			1.3 %
	Expected volatility (b):
		Weighted-average				40 %			36 %			40 %			36 %
		Range				40 %	36 %	–	37 %			40 %	36 %	–	37 %
	Risk-free interest rate (c):
		Weighted-average				0.6 %			1.2 %			0.7 %			1.2 %
		Range		0.4 %	–	0.8 %	0.5 %	–	1.9 %	0.4 %	–	0.9 %	0.5 %	–	1.9 %
	Expected term in years (d):
		Weighted-average				4.3			3.8			4.3			3.8
		Range		3.3	–	5.3	1.9	–	5.3	3.3	–	5.3	1.9	–	5.3

Weighted-average fair value estimates at grant date:
	In millions		$			1.2			2.4			2.5			2.4
	Fair value per share		$			6.31			8.17			6.30			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 risk-free interest rate was based on U.S. Treasury debt yields at the time of the grant.

(d)	The expected term of the options was based on our historical option exercise, expiration and post-vesting cancellation behaviors.

Nonvested Share Activity
	Number of Shares				Weighted-Average
	2005	Directors’			Grant-Date
(in thousands of shares, except per share amounts)	Plan	Plan	Total		Fair Value (a)

Balance as of December 31, 2011	299.6	15.8	315.4	$	25.99
Granted	315.1	23.0	338.1		22.13
Cancelled awards	(13.5)	-	(13.5)		24.85
Vested	(184.9)	(15.8)	(200.7)		25.69
Balance as of September 30, 2012	416.3	23.0	439.3	$	23.20

(a)	Fair value is measured at the date of grant based on the average of the high and low per share quoted sales price of Brink’s common stock, adjusted for a discount on units that do not receive or accrue dividends.

Note 6 – Capital stock

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. 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 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.

Shares Used to Calculate Earnings per Share

		Three Months		Nine Months
		Ended September 30,		Ended September 30,
(In millions)		2012	2011	2012	2011

Weighted-average shares:
	Basic (a)	48.5	48.0	48.4	47.8
	Effect of dilutive stock options and awards	0.1	0.1	0.2	0.3
	Diluted	48.6	48.1	48.6	48.1

Antidilutive stock options and awards excluded from denominator		2.2	2.7	2.5	2.2

(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. Accordingly, included in basic shares are weighted-average units of 0.7 million in the three months and 1.0 million in the nine months ended September 30, 2012, and 1.2 million in the three months and 1.1 million in the nine months ended September 30, 2011.

Note 7 – Supplemental cash flow information

			Nine Months
			Ended September 30,
(In millions)			2012	2011

Cash paid for:
	Interest	$	17.3	17.0
	Income taxes		73.9	60.0

Non-cash Investing and Financing Activities

We acquired $11.6 million of armored vehicles under capital lease arrangements in the first nine months of 2012, as compared to $54.7 million for armored vehicles, CompuSafe® units and other equipment in the first nine months of 2011. In the prior year period, some of the assets acquired under capital leases were part of sales-leaseback transactions of assets that were previously owned. Proceeds from sale of those assets were $14.7 million in the first nine months of 2011. The proceeds approximated net book value on the dates of those 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 the first three months of 2012.

Note 8 – 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. Valuation levels are defined in our 2011 Form 10-K.

				September 30,	December 31,
(In millions)				2012	2011

Mutual funds
	Cost		$	4.3	16.9
	Gross unrealized gains			1.2	3.1
		Fair value	$	5.5	20.0

Fixed-Rate Debt

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 measurement date, which we have categorized as a Level 3 valuation.

The fair value and carrying value of our DTA bonds and our unsecured notes are as follows:

			September 30,	December 31,
(In millions)			2012	2011

DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		44.3	44.0

Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		109.6	106.4

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.

The fair value of outstanding foreign currency contracts was not significant. There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2012.

Note 9 – Commitments and contingent matters

Operating leases

We have made residual value guarantees of approximately $19.9 million at September 30, 2012, related to operating leases, principally for trucks and other vehicles.

Bankruptcy of Brink’s Belgium

Our former cash-in-transit subsidiary in Belgium (Brink’s Belgium) filed for bankruptcy in November 2010 after a restructuring plan was rejected by local union employees and was placed into bankruptcy on February 2, 2011. We continue to operate our Global Services unit in Belgium, which provides secure transport of diamonds, jewelry, precious metals, banknotes and other commodities.

In December 2010, the court-appointed provisional administrators of Brink’s Belgium filed a claim for €20 million against a subsidiary of Brink’s. In June 2011, the Brink’s subsidiary entered into a settlement agreement related to this claim. Under the terms of the settlement agreement, the Brink’s subsidiary agreed to contribute, upon the satisfaction of certain conditions, €7 million toward social payments to former Brink’s Belgium employees in exchange for the bankruptcy receivers requesting withdrawal of the pending litigation and agreeing not to file additional claims. The conditions of the settlement agreement included a release from liability by affected employees, the Belgian tax authority and the Belgian social security authority. After these conditions were satisfied, the settlement was finalized in September 2011, the request to withdraw the litigation was accepted by the court in March 2012 and the case was dismissed. We recorded a pretax charge of €7 million (approximately $10 million) in the second quarter of 2011 related to this claim.

Other

We are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our liquidity, financial position or results of operations.

THE BRINK’S COMPANY

and subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

·	armored vehicles transportation, which we refer to as cash-in-transit (“CIT”)

·	automated teller machine (“ATM”) - replenishment and servicing, network infrastructure services

·	arranging secure transportation of valuables over long distances and around the world (“Global Services”)

·	supply chain management of cash (“Cash Management Services”) including cash logistics services, deploying and servicing safes and safe control devices (e.g., our patented CompuSafe® service), coin sorting and wrapping, integrated check and cash processing services (“Virtual Vault Services”)

·	providing bill payment acceptance and processing services to utility companies and other billers (“Payment Services”)

·	security and guarding services (including airport security)

We have four geographic operating segments: Latin America; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and North America, which are aggregated into two reportable segments: International and North America.

RESULTS OF OPERATIONS

Consolidated Review

Non-GAAP Results

Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The purpose of the non-GAAP results is to report financial information without certain income and expense items and to adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year non-GAAP tax rate. For 2012, a forecasted full-year tax rate is used. The full year non-GAAP tax rate in both years excludes certain pretax and tax income and expense amounts. The non-GAAP results provide information to assist comparability and estimates of future performance. Brink’s believes these measures are helpful in assessing operations and estimating future results and enable period-to-period comparability of financial performance. 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. The adjustments are described in detail and are reconciled to our GAAP results on pages 32 – 33.

			Third Quarter		%		Nine Months		%
(In millions, except per share amounts)			2012	2011	Change		2012	2011	Change

GAAP
Revenues		$	979.0	995.8	(2)	$	2,912.9	2,888.4	1
	Segment operating profit (a)		59.1	70.1	(16)		173.6	158.7	9
	Non-segment expense		(22.0)	(7.6)	189		(67.6)	(38.8)	74
	Operating profit		37.1	62.5	(41)		106.0	119.9	(12)
Income from continuing operations (b)			13.5	31.5	(57)		61.0	55.7	10
Diluted EPS from continuing operations (b)			0.28	0.66	(58)		1.26	1.16	9

Non-GAAP (c)
Revenues		$	979.0	995.8	(2)	$	2,912.9	2,888.4	1
	Segment operating profit (a)		60.4	71.6	(16)		180.4	172.8	4
	Non-segment expense		(10.4)	(10.7)	(3)		(31.7)	(29.9)	6
	Operating profit		50.0	60.9	(18)		148.7	142.9	4
Income from continuing operations (b)			24.5	28.7	(15)		71.6	64.5	11
Diluted EPS from continuing operations (b)			0.50	0.60	(17)		1.47	1.34	10

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 ASC Topic 280, Segment Reporting. The tables on pages 20 and 23 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 2012 are provided on page 31.

(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 32 – 33, including reconciliation to amounts reported under GAAP.

Organic Growth

Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of the following items: acquisitions and dispositions, changes in currency exchange rates and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting. No remeasurement of net monetary assets in Venezuela under highly inflationary accounting was required as the exchange rate did not change.

Overview

GAAP

Third Quarter

Our revenues decreased $17 million or 2% and our operating profit decreased $25 million or 41% in 2012. Revenues decreased due to unfavorable changes in currency exchange rates, partially offset by organic growth in our International segment. Operating profit decreased primarily due to increased U.S. retirement plan expenses ($7 million), the 2011 gain recognized on the sale of the U.S. Document Destruction business ($7 million), the negative impact of changes in currency exchange rates ($5 million) and impairment losses related to certain operations expected to be sold in the near term ($4 million).

Our income from continuing operations in 2012 decreased $18 million compared to 2011 primarily due to the operating profit decrease mentioned above, partially offset by the positive income tax impact of the profit decrease.

Our earnings per share from continuing operations was $0.28, down from $0.66 in 2011.

Nine Months

Our revenues increased $25 million or 1% and our operating profit decreased $14 million or 12% in 2012. Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates. Operating profit decreased primarily due to increased U.S. retirement plan expenses ($22 million), the negative impact of changes in currency exchange rates ($12 million), the 2011 gain recognized on the sale of the U.S. Document Destruction business ($7 million) and impairment losses related to certain operations expected to be sold in the near term ($4 million), partially offset by organic profit improvement in our International segment ($22 million) and a $10 million settlement loss in Belgium recognized in the second quarter of 2011.

Our income from continuing operations in 2012 increased 10% compared to 2011 primarily due to lower tax expense ($17 million) mainly resulting from a $21 million tax benefit related to a change in retiree health care funding strategy, partially offset by the operating profit decrease mentioned above.

Our earnings per share from continuing operations was $1.26, up from $1.16 in 2011.

Non-GAAP

Non-GAAP results include the following adjustments:

			Three Months		Nine Months
			Ended September 30,		Ended September 30,
			2012	2011	2012	2011

GAAP Diluted EPS		$	0.28	0.66	1.26	1.16
	Exclude U.S. retirement plan expenses		0.18	0.09	0.56	0.27
	Exclude employee benefit settlement and acquisition-related severance		0.03	0.01	0.05	0.02
	Exclude gains and losses on acquisitions and asset dispositions		0.03	(0.14)	(0.01)	(0.20)
	Exclude Belgium settlement		-	-	-	0.13
	Exclude tax benefit from change in retiree health care funding strategy		-	-	(0.43)	-
	Adjust quarterly tax rate to full-year average rate		(0.01)	(0.02)	0.06	(0.05)
Non-GAAP Diluted EPS		$	0.50	0.60	1.47	1.34

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 32 – 33.

Third Quarter

The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues. Operating profit decreased $11 million or 18% in 2012 versus 2011 due to an organic decrease in our International segment ($8 million) and the negative impact of changes in currency exchange rates ($5 million).

Our income from continuing operations in 2012 decreased 15% primarily due to the operating profit decrease mentioned above, partially offset by the positive income tax impact of the profit decrease ($4 million) and lower income attributable to noncontrolling interests ($2 million).

Our earnings per share from continuing operations was $0.50, down from $0.60 in 2011.

Nine Months

The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues. Operating profit increased $6 million or 4% in 2012 primarily due to organic improvement in our International ($15 million) and North American ($4 million) segments, partially offset by the negative impact of changes in currency exchange rates ($12 million).

Our income from continuing operations in 2012 increased 11% primarily due to higher operating profit and lower income attributable to noncontrolling interests ($2 million), partially offset by higher tax expense.

Our earnings per share from continuing operations was $1.47, up from $1.34 in 2011.

Outlook for full-year 2012

GAAP

Our organic revenue growth rate for 2012 is expected to be in the 5% to 8% range, and our operating segment margin is expected to be 6.7%. Our assumptions behind the annual segment margin include better results in Europe and North America and a decline in Latin America due to lower profits in Venezuela. Our International organic revenue growth rate for 2012 is expected to be in the 7% to 10% range, and our International segment margin is expected to be in the 7.0% to 8.0% range. Our North America revenue is projected to decline by 2% in 2012 on an organic basis, and our North America segment margin is expected to be in the 3.6% to 4.1% range.

Non-GAAP

Our outlook for non-GAAP revenues is the same as our outlook for GAAP revenues.

Our operating segment margin is expected to be 6.7%. Our assumptions behind the annual segment margin include better results in Europe and North America and a decline in Latin America due to lower profits in Venezuela. Our International segment margin is expected to be in the 7.0% to 8.0% range and our North America segment margin is expected to be in the 4.5% to 5.0% range.

See page 31 for a summary of our 2012 Outlook.

Segment Operating Results

Segment Review

Third Quarter 2012 versus Third Quarter 2011

GAAP
							Organic	Acquisitions /	Currency		% Change
(In millions)						3Q '11	Change	Dispositions (b)	(c)	3Q '12	Total	Organic
Revenues:
	International:
		Latin America			$	375.1	43.6	0.6	(34.1)	385.2	3	12
		EMEA				335.9	22.5	-	(38.3)	320.1	(5)	7
		Asia Pacific				40.3	0.9	-	(2.1)	39.1	(3)	2
			International			751.3	67.0	0.6	(74.5)	744.4	(1)	9
			North America			244.5	(8.9)	-	(1.0)	234.6	(4)	(4)
				Total	$	995.8	58.1	0.6	(75.5)	979.0	(2)	6
Operating profit:
	International				$	61.4	(1.0)	(4.7)	(4.9)	50.8	(17)	(2)
	North America					8.7	(0.3)	-	(0.1)	8.3	(5)	(3)
		Segment operating profit				70.1	(1.3)	(4.7)	(5.0)	59.1	(16)	(2)
		Non-segment (a)				(7.6)	(5.5)	(8.9)	-	(22.0)	189	72
				Total	$	62.5	(6.8)	(13.6)	(5.0)	37.1	(41)	(11)
Segment operating margin:
	International					8.2%				6.8%
	North America					3.6%				3.5%
				Segment operating margin		7.0%				6.0%

Non-GAAP
							Organic	Acquisitions /	Currency		% Change
(In millions)						3Q '11	Change	Dispositions (b)	(c)	3Q '12	Total	Organic
Revenues:
	International:
		Latin America			$	375.1	43.6	0.6	(34.1)	385.2	3	12
		EMEA				335.9	22.5	-	(38.3)	320.1	(5)	7
		Asia Pacific				40.3	0.9	-	(2.1)	39.1	(3)	2
			International			751.3	67.0	0.6	(74.5)	744.4	(1)	9
			North America			244.5	(8.9)	-	(1.0)	234.6	(4)	(4)
				Total	$	995.8	58.1	0.6	(75.5)	979.0	(2)	6
Operating profit:
	International				$	62.1	(7.5)	0.2	(4.9)	49.9	(20)	(12)
	North America					9.5	1.1	-	(0.1)	10.5	11	12
		Segment operating profit				71.6	(6.4)	0.2	(5.0)	60.4	(16)	(9)
		Non-segment (a)				(10.7)	0.3	-	-	(10.4)	(3)	(3)
				Total	$	60.9	(6.1)	0.2	(5.0)	50.0	(18)	(10)
Segment operating margin:
	International					8.3%				6.7%
	North America					3.9%				4.5%
				Segment operating margin		7.2%				6.2%

(a)	Includes income and expense not allocated to segments (see page 26 for details).

(b)	Includes operating results and gains/losses on acquisitions, sales and exits of businesses. Also includes impairment charges related to businesses that we expect to dispose of in the near term.

(c)

Revenue and Segment Operating Profit: 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 fuerte-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.

Amounts may not add due to rounding.

Segment Review

Third Quarter 2012 versus Third Quarter 2011

Consolidated Segment Review

GAAP

Revenue decreased 2% to $979 million due primarily to unfavorable changes in currency exchange rates partially offset by organic growth of 9% in our International segment.

Segment operating profit decreased 16% ($11 million) reflecting lower profits in our International segment.

Non-GAAP

The analysis of non-GAAP revenue is the same as the analysis of GAAP revenue.

Segment operating profit decreased 16% ($11 million) reflecting lower profits in our International segment.

International Segment Review

Overview

GAAP

Revenues in the third quarter of 2012 for our International segment decreased 1% compared to the same period of 2011 as:

·	revenues in Latin America were 3% higher ($10 million)

·	revenues in EMEA were 5% lower ($16 million), and

·	revenues in Asia Pacific were 3% lower ($1 million).

Operating profit in our International segment decreased 17% ($11 million) due to lower profits in Latin America.

Non-GAAP

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

Operating profit in our International segment decreased 20% ($12 million) due to lower profits in Latin America more than offsetting improvement in EMEA.

Latin America

GAAP

Revenue in Latin America increased 3% ($10 million) due to organic growth of 12% ($44 million) driven by inflation-based price increases across the region, partially offset by an unfavorable currency impact ($34 million).

Latin America operating profit decreased 32% due to lower profits across the region, partially offset by organic growth in Mexico. Latin America’s profit was negatively affected by

·	write-offs of government receivables in Argentina ($4 million),

·	unfavorable currency impact ($2 million), and

·	increased severance charges,

partially offset by higher profits in Venezuela, where a gain on a building sale ($7 million) more than offset continued pressure.

Non-GAAP

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

Latin America operating profit decreased 49% due to lower profits across the region, partially offset by organic growth in Mexico. Latin America’s profit was negatively affected by

·	write-offs of government receivables in Argentina ($4 million),

·	reduced profits in Venezuela, where we expect pressure to continue,

·	unfavorable currency impact ($2 million), and

·	increased severance charges.

EMEA

GAAP

Revenue in EMEA decreased 5% ($16 million) due to unfavorable currency impact ($38 million), partially offset by organic revenue growth of 7% ($23 million). Organic growth was driven by higher volumes in France, the United Kingdom, and the Netherlands.

EMEA operating profit decreased 3% due to:

·	impairment losses related to certain operations expected to be sold in the near term ($4 million), and

·	unfavorable currency impact ($3 million),

partially offset by organic growth in the Netherlands, France, and Russia.

Non-GAAP

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

EMEA operating profit increased 20% due to organic growth in the Netherlands, France, and Russia, partially offset by unfavorable currency impact ($3 million).

Asia Pacific

Revenue in Asia Pacific decreased 3% ($1 million) due mainly to unfavorable currency ($2 million).

Operating profit decreased about $2 million due to lower profits across the region.

North America Segment

GAAP

Revenues in North America decreased 4% ($10 million) due to a 4% organic decrease primarily in the U.S. from CIT volume and price pressure and unfavorable currency impact ($1 million).

Operating profit decreased 5% due to increased U.S. retirement plan expenses ($1 million), lower CIT demand, and continued pricing pressure, which more than offset cost reductions.

Non-GAAP

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

Operating profit increased 11% ($1 million) due to cost reductions in the U.S. despite lower CIT demand and continued pricing pressure.

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.

Segment Review

Nine Months 2012 versus Nine Months 2011


GAAP
							Organic	Acquisitions /	Currency		% Change
(In millions)						YTD '11	Change	Dispositions (b)	(c)	YTD '12	Total	Organic
Revenues:
	International:
		Latin America			$	1,067.9	168.4	0.6	(89.5)	1,147.4	7	16
		EMEA				976.5	52.9	0.3	(88.0)	941.7	(4)	5
		Asia Pacific				113.7	6.2	-	(4.7)	115.2	1	5
			International			2,158.1	227.5	0.9	(182.2)	2,204.3	2	11
			North America			730.3	(14.6)	(2.6)	(4.5)	708.6	(3)	(2)
				Total	$	2,888.4	212.9	(1.7)	(186.7)	2,912.9	1	7
Operating profit:
	International				$	132.8	21.6	5.4	(11.7)	148.1	12	16
	North America					25.9	(0.3)	0.2	(0.3)	25.5	(2)	(1)
		Segment operating profit				158.7	21.3	5.6	(12.0)	173.6	9	13
		Non-segment (a)				(38.8)	(20.4)	(8.4)	-	(67.6)	74	53
				Total	$	119.9	0.9	(2.8)	(12.0)	106.0	(12)	1
Segment operating margin:
	International					6.2%				6.7%
	North America					3.5%				3.6%
				Segment operating margin		5.5%				6.0%

Non-GAAP
							Organic	Acquisitions /	Currency		% Change
(In millions)						YTD '11	Change	Dispositions (b)	(c)	YTD '12	Total	Organic
Revenues:
	International:
		Latin America			$	1,067.9	168.4	0.6	(89.5)	1,147.4	7	16
		EMEA				976.5	52.9	0.3	(88.0)	941.7	(4)	5
		Asia Pacific				113.7	6.2	-	(4.7)	115.2	1	5
			International			2,158.1	227.5	0.9	(182.2)	2,204.3	2	11
			North America			730.3	(14.6)	(2.6)	(4.5)	708.6	(3)	(2)
				Total	$	2,888.4	212.9	(1.7)	(186.7)	2,912.9	1	7
Operating profit:
	International				$	144.6	15.2	0.2	(11.7)	148.3	3	11
	North America					28.2	4.0	0.2	(0.3)	32.1	14	14
		Segment operating profit				172.8	19.2	0.4	(12.0)	180.4	4	11
		Non-segment (a)				(29.9)	(1.8)	-	-	(31.7)	6	6
				Total	$	142.9	17.4	0.4	(12.0)	148.7	4	12
Segment operating margin:
	International					6.7%				6.7%
	North America					3.9%				4.5%
				Segment operating margin		6.0%				6.2%

Amounts may not add due to rounding.

See page 20 for footnote explanations.

Segment Review

Nine Months 2012 versus Nine Months 2011

Consolidated Segment Review

GAAP

Revenue increased 1% to $2,913 million due primarily to organic growth of 11% in our International segment partially offset by unfavorable changes in currency exchange rates.

Segment operating profit increased 9% ($15 million) reflecting improvement in our International segment.

Non-GAAP

The analysis of non-GAAP revenue is the same as the analysis of GAAP revenue.

Segment operating profit increased 4% ($8 million) reflecting improvement in both our International and North America segments.

International Segment Review

Overview

GAAP

Revenues in the first nine months of 2012 for our International segment were 2% higher ($46 million) than the same period of 2011 as:

·	revenues in Latin America were 7% higher ($80 million)

·	revenues in EMEA were down 4% ($35 million), and

·	revenues in Asia Pacific were 1% higher ($2 million).

Operating profit in our International segment increased 12% ($15 million) due to improved profits in EMEA.

Non-GAAP

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

Operating profit in our International segment increased 3% ($4 million) due to improved profits in EMEA, partially offset by lower profits in Latin America and Asia Pacific.

Latin America

GAAP

Revenue in Latin America increased 7% ($80 million) due to:

·	organic growth of 16% ($168 million) driven by inflation-based price increases across the region, partially offset by

·	an unfavorable currency impact ($90 million).

Latin America operating profit was flat with:

·	organic growth in Mexico and Brazil,

·	higher profits in Venezuela, where a gain on a building sale ($7 million) more than offset continued pressure,

·	higher labor agreement expenses in the prior year period, and

·	a 2011 tax on equity in Colombia which did not recur in 2012,

offset by:

·	write-offs of government receivables in Argentina ($4 million) and

·	unfavorable currency impact ($7 million).

Non-GAAP

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

Latin America operating profit decreased 7% due primarily to:

·	write-offs of government receivables in Argentina ($4 million),

·	reduced profits in Venezuela, where we expect pressure to continue, and

·	unfavorable currency impact ($7 million),

partially offset by:

·	organic growth in Mexico and Brazil,

·	higher labor agreement expenses in the prior year period, and

·	a 2011 tax on equity in Colombia which did not recur in 2012.

EMEA

GAAP

Revenue in EMEA decreased 4% due to unfavorable currency impact ($88 million) partially offset by organic revenue growth of 5% ($53 million). Organic growth was driven by:

·	higher volumes in France, the United Kingdom, and the Netherlands, and

·	a commercial settlement in the Netherlands,

partially offset by a special project in Germany in 2011 that did not recur in 2012.

EMEA operating profit increased 90% due primarily to:

·	a 2011 $10 million settlement loss in Belgium,

·	organic improvement in France and Russia, and

·	a commercial settlement in the Netherlands,

partially offset by:

·	impairment losses related to certain operations expected to be sold in the near term ($4 million) and

·	a special project in Germany in 2011 that did not recur in 2012.

Non-GAAP

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

EMEA operating profit increased 39% due to:

·	organic improvement in France and Russia, and

·	a commercial settlement in the Netherlands,

partially offset by a special project in Germany in 2011 that did not recur in 2012.

Asia Pacific

Revenue in Asia Pacific increased 1% ($2 million) due mainly to organic growth in China and India.

Operating profit decreased 29% primarily due to lower profits in India.

North American Segment Review

GAAP

Revenues in North America decreased 3% ($22 million) due to a 2% organic decrease ($15 million) primarily in the U.S. from CIT volume and price pressure and unfavorable currency impact ($5 million).

Operating profit was flat 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 ($4 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 14% due to organic improvements in the U.S. on cost reductions despite lower CIT demand and continued pricing pressure.

Non-segment Income (Expense)

GAAP			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2012	2011	change	2012	2011	change

General and administrative		$	(10.8)	(11.4)	(5)	(33.0)	(31.3)	5
Retirement costs (primarily former operations)			(11.5)	(6.2)	85	(36.7)	(18.6)	97
Gain on business acquisitions and dispositions			(0.1)	8.8	unfav	0.8	9.2	(91)
Royalty income			0.4	0.7	(43)	1.3	1.4	(7)
Gain on sale of property and other assets			-	0.5	(100)	-	0.5	(100)
	Non-segment income (expense)	$	(22.0)	(7.6)	unfav	(67.6)	(38.8)	74

Third Quarter

Non-segment expenses in the third quarter of 2012 were $14 million higher than 2011, mainly due to:

·	2011 results included $9 million in gains related to the sale of U.S. Document Destruction business ($7 million) and an adjustment to the bargain purchase gain in Mexico ($2 million), and

·	increased retirement costs ($5 million);

partially offset by

·	decreased general and administrative costs ($1 million).

Nine Months

Non-segment expenses in the nine months of 2012 were $29 million higher than 2011, mainly due to:

·	increased retirement costs ($18 million),

·	2011 results included $9 million in gains related to the sale of U.S. Document Destruction business ($7 million) and an adjustment to the bargain purchase gain in Mexico ($2 million), and

·	higher general and administrative costs ($2 million) mainly due to higher expenses related to the appointment of a permanent CEO.

Outlook for full-year 2012

We believe that non-segment expenses will be approximately $87 million in 2012, up from $60 million in 2011 because of an increase in costs related to retirement plans. See page 31 for a summary of our 2012 Outlook.

Non-GAAP			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2012	2011	change	2012	2011	change

General and administrative		$	(10.8)	(11.4)	(5)	(33.0)	(31.3)	5
Royalty income			0.4	0.7	(43)	1.3	1.4	(7)
	Non-segment income (expense)	$	(10.4)	(10.7)	(3)	(31.7)	(29.9)	6

Third Quarter

Non-segment expenses on a non-GAAP basis in the third quarter of 2012 were flat compared to 2011.

Nine Months

Non-segment expenses on a non-GAAP basis in the first nine months of 2012 were $2 million higher than 2011, mainly due to higher share-based compensation expense related to the appointment of a permanent CEO.

Outlook for full-year 2012

We estimate that non-segment expenses on a non-GAAP basis will be approximately $41 million in 2012, flat compared to 2011. See page 31 for a summary of our 2012 Outlook.

Foreign Operations

We currently serve customers in more than 100 countries, including approximately 50 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.

From time to time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At September 30, 2012, the notional value of our outstanding foreign currency contracts was $40.2 million with average contract maturities of one month. The foreign currency contracts primarily offset exposures in the Euro and the Mexican peso. These contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings. As of September 30, 2012, we had recognized gains of $0.1 million on our foreign currency contracts. At September 30, 2012, the fair value of the outstanding contracts was a liability of $0.1 million which was included in accrued liabilities on the consolidated balance sheet.

Venezuelan operations

Our Venezuelan operations constitute a material portion of our overall consolidated operations, and accounted for $235.1 million or 8% of total Brink’s revenues in the nine months ended September 30, 2012. Our operating margins in Venezuela have varied depending on the mix of business during any year and have been up to three times our overall International segment operating margin rate.

Beginning January 1, 2010, we designated Venezuela’s economy as highly inflationary for accounting purposes, and we consolidated our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies.

The Venezuelan government has established an exchange process that requires each transaction be approved by the government’s central bank (the “SITME” rate). On a daily basis, the central bank publishes ranges of prices at which it may approve transactions to purchase dollar-denominated bonds, resulting in an exchange rate range of 4.3 to 5.3 bolivar fuertes to the U.S. dollar. To date, approved transactions have been at the upper end of the range. To the extent we need to obtain U.S. dollars, we currently expect our U.S. dollar-denominated transactions to be settled at a rate of 5.3 bolivar fuertes to the U.S. dollar. We have used this rate to remeasure our bolivar fuerte-denominated monetary assets and liabilities into U.S. dollars at September 30, 2012, resulting in bolivar fuerte-denominated net monetary assets at September 30, 2012, of $65.7 million. For the nine months ended September 30, 2012 and for the year ended December 31, 2011, we did not recognize any remeasurement gains or losses because the SITME rate did not change.

Under the SITME process, approved transactions may not exceed $350,000 per legal entity per month. We have obtained sufficient U.S. dollars to purchase imported supplies and fixed assets to operate our business in Venezuela but our continued ability to do this is less certain. We believe the repatriation of cash invested in Venezuela will be limited in the future. We have also been successful at converting a small amount of bolivar fuertes to U.S. dollars through other legal channels, at a rate not as favorable as the SITME rate.

]

Other Operating Income (Expense)

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

				Three Months			Nine Months
				Ended September 30,		%	Ended September 30,		%
(In millions)				2012	2011	change	2012	2011	change

Gains (losses) on sale of property and other assets			$	7.3	0.7	fav	7.7	1.2	fav
Impairment losses				(5.8)	(0.3)	unfav	(6.9)	(0.8)	unfav
Share in earnings of equity affiliates				1.4	1.3	8	4.0	3.4	18
Royalty income				0.4	0.7	(43)	1.4	1.4	-
Gains (losses) on business acquisitions and dispositions				(0.1)	8.8	unfav	0.8	9.2	(91)
Settlement loss related to Belgium bankruptcy				-	-	-	-	(10.1)	(100)
Foreign currency items:
	Transaction gains (losses)			(0.7)	(2.2)	(68)	(3.1)	(1.4)	unfav
	Hedge gains (losses)			0.9	1.8	(50)	0.1	1.6	(94)
Other				1.1	0.2	fav	1.4	1.2	17
		Other operating income (expense)	$	4.5	11.0	(59)	5.4	5.7	(5)

Third Quarter

Other operating income decreased in the third quarter of 2012 mainly as a result of

·	$6 million in impairment losses, including $4 million in Europe,

·	a $7 million gain on sale of U.S. Document Destruction business in 2011, and

·	a $2 million bargain purchase gain adjustment recognized in 2011 related to the 2010 Mexico acquisition;

partially offset by

·	a $7 million gain on sale of real estate in Venezuela.

Nine Months

Other operating income was flat in the first nine months of 2012 mainly as a result of

·	$7 million in impairment losses, including $4 million in Europe,

·	a $7 million gain on sale of U.S. Document Destruction business in 2011,

·	$3 million in higher hedging and foreign currency transaction losses, and

·	a $2 million bargain purchase gain adjustment recognized in 2011 related to the 2010 Mexico acquisition;

partially offset by

·	a $10 million settlement loss in 2011 related to Belgium bankruptcy, and

·	$8 million in gains on sale of property and other assets, including $7 million on the sale of real estate in Venezuela.

Nonoperating Income and Expense

Interest expense

		Three Months			Nine Months
		Ended September 30,		%	Ended September 30,		%
(In millions)		2012	2011	change	2012	2011	change

Interest expense	$	5.7	6.5	(12)	17.4	18.2	(4)

Outlook for full-year 2012

We expect our interest expense to be between $21 million and $24 million in 2012. See page 31 for a summary of our 2012 outlook.

Interest and other income (expense)

			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2012	2011	change	2012	2011	change

Interest income		$	1.1	1.3	(15)	3.7	3.7	-
Gain on sale of available-for-sale securities			0.7	-	fav	2.8	4.4	(36)
Foreign currency hedge gains (losses)			-	-	-	-	(1.2)	(100)
Other			(0.3)	-	unfav	(0.2)	(0.1)	100
	Interest and other income (expense)	$	1.5	1.3	15	6.3	6.8	(7)

Third Quarter and Nine Months

Interest and other income (expense) was flat in the third quarter of 2012 compared with the prior-year quarter. Interest and other income (expense) was slightly lower in the first nine months of 2012 than the prior-year period primarily due to a decrease in gains on the sale of available-for-sale securities ($2 million), partially offset by lower foreign currency hedge losses ($1 million).

Income Taxes

		Three Months				Nine Months
		Ended September 30,				Ended September 30,
		2012		2011		2012		2011

Continuing operations
Provision (benefit) for income taxes (in millions)	$	14.7		20.9		20.8		37.9
Effective tax rate		44.7	%	36.5	%	21.9	%	34.9	%

2012 Compared to U.S. Statutory Rate

2011 Compared to U.S. Statutory Rate

Outlook for full-year 2012

On a GAAP basis, the effective income tax rate for 2012 is expected to be between 26% and 29%. On a non-GAAP basis, the effective income tax rate for 2012 is expected to be between 37% and 40% as it excludes the income tax benefit recorded as a result of changing the funding strategy with respect to retiree health care obligations. Our effective tax rate may fluctuate materially from these estimates due to changes in forecasted 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.

Noncontrolling Interests

		Three Months			Nine Months
		Ended September 30,		%	Ended September 30,		%
(In millions)		2012	2011	change	2012	2011	change

Net income attributable to noncontrolling interests	$	4.7	4.9	(4)	13.1	14.9	(12)

The decrease in net income attributable to noncontrolling interests in the first nine months of 2012 was primarily due to a decrease in the net income of our Chilean and Colombian subsidiaries.

Outlook for full-year 2012. We expect net income attributable to noncontrolling interests on a GAAP basis to be $19 million to $23 million and on a non-GAAP basis to be $17 million to $21 million in 2012.

Outlook

				GAAP			Non-GAAP
(In millions)				Full-Year	Full-Year 2012		Full-Year	Full-Year 2012
				2011	Estimate		2011	Estimate


Organic revenue growth
	International			12 %	7% – 10%		12 %	7% – 10%
	North America			-	(2)%		-	(2)%
		Total		8 %	5% – 8%		8 %	5% – 8%

Currency impact on revenue
	International			5 %	(5)% – (7)%		5 %	(5)% – (7)%
	North America			1 %	(1)%		1 %	(1)%
		Total		4 %	(3)% – (5)%		4 %	(3)% – (5)%

Segment margin
	International			6.9 %	7.0% – 8.0%		7.3 %	7.0% – 8.0%
	North America			3.2 %	3.6% – 4.1%		3.6 %	4.5% – 5.0%
		Total		5.9 %	6.7%		6.3 %	6.7%

Non-segment expense:
	General and administrative		$	43	43	$	43	43
	Retirement plans (a)			25	47		-	-
	Royalty income			(2)	(2)		(2)	(2)
	CEO retirement costs (b)			4	-		-	-
	Gains on acquisitions and asset dispositions (c)			(10)	(1)		-	-
		Non-segment Expense	$	60	87	$	41	41

Effective income tax rate				38 %	26% – 29%		39 %	37% – 40%

Interest expense			$	24	21 – 24	$	24	21 – 24

Net income attributable to
	noncontrolling interests		$	24	19 – 23	$	23	17 – 21

Fixed assets acquired:
	Capital expenditures		$	196	190	$	196	190
	Capital leases (d)			43	20		43	20
		Total	$	239	210	$	239	210

Depreciation and amortization			$	162	165 – 180	$	162	165 – 180

Amounts may not add due to rounding.

(a)	Costs related to U.S. retirement plans have been excluded from non-GAAP results.

(b)	Costs related to the 2011 retirement of the former CEO are excluded from non-GAAP results.

(c)	The following gains are excluded from non-GAAP results:

·	sale of the U.S. document destruction business ($6.7 million),

·	gains on acquisitions and dispositions ($2.5 million in 2011 and $0.8 million in 2012),

·	sales of former operating assets ($0.5 million) in 2011.

(d)	Includes capital leases for newly acquired assets only. Sales leaseback transactions that occurred during 2011 of $18 million for assets that were originally purchased and included as capital expenditures have been excluded from “Fixed assets acquired – capital leases.”

For more information about our outlook, see:

·	page 17 for organic revenue growth,

·	page 19 for segment operating margin,

·	page 26 non-segment expenses,

·	page 29 for effective income tax rate,

·	page 28 for interest expense,

·	page 30 for net income attributable to noncontrolling interests, and

·	page 35 for 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 other income and expense items, and

·	to adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year non-GAAP tax rate.

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 more accurately, 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)	Employee Benefit Settlement and Severance Losses (b)	U.S. Retirement Plans (c)	Tax Benefit on Change in Health Care Funding Strategy (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Third Quarter 2012
Operating profit:
	International		$	50.8	(2.9)	2.0	-	-	-	49.9
	North America			8.3	-	-	2.2	-	-	10.5
		Segment operating profit		59.1	(2.9)	2.0	2.2	-	-	60.4
	Non-segment			(22.0)	0.1	-	11.5	-	-	(10.4)
		Operating profit	$	37.1	(2.8)	2.0	13.7	-	-	50.0

Amounts attributable to Brink’s:
Income from continuing operations			$	13.5	1.3	1.4	8.6	-	(0.3)	24.5
Diluted EPS – continuing operations				0.28	0.03	0.03	0.18	-	(0.01)	0.50
			Nine Months 2012
Operating profit:
	International		$	148.1	(2.9)	3.1	-	-	-	148.3
	North America			25.5	-	-	6.6	-	-	32.1
		Segment operating profit		173.6	(2.9)	3.1	6.6	-	-	180.4
	Non-segment			(67.6)	(0.8)	-	36.7	-	-	(31.7)
		Operating profit	$	106.0	(3.7)	3.1	43.3	-	-	148.7

Amounts attributable to Brink’s:
Income from continuing operations			$	61.0	(0.5)	2.2	27.1	(20.9)	2.7	71.6
Diluted EPS – continuing operations				1.26	(0.01)	0.05	0.56	(0.43)	0.06	1.47

(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 Chief Administrative Officer.

·	Gains and losses related to business acquisitions and dispositions. A $0.9 million gain was recognized in the second quarter and $0.1 million loss was recognized in the third quarter.

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

·	Third quarter impairment losses of $4.3 million on long-lived assets related to certain operations expected to be sold in the near term.

(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.

(e)	To adjust effective income tax rate in the interim period to be equal to the midpoint of the estimated range of the full-year non-GAAP effective income tax rate. The midpoint of the estimated range of the full-year non-GAAP effective tax rate for 2012 is 38.5%.

Amounts may not add due to rounding.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
(In millions, except for per share amounts)				GAAP Basis	Gains on Acquisitions and Dispositions (a)	Belgium Settlement Charge (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Third Quarter 2011
Operating profit:
	International		$	61.4	-	-	0.7	-	-	62.1
	North America			8.7	-	-	-	0.8	-	9.5
		Segment operating profit		70.1	-	-	0.7	0.8	-	71.6
	Non-segment			(7.6)	(9.3)	-	-	6.2	-	(10.7)
		Operating profit	$	62.5	(9.3)	-	0.7	7.0	-	60.9

Amounts attributable to Brink’s:
Income from continuing operations			$	31.5	(6.6)	-	0.5	4.4	(1.1)	28.7
Diluted EPS – continuing operations				0.66	(0.14)	-	0.01	0.09	(0.02)	0.60
			Nine Months 2011
Operating profit:
	International		$	132.8	-	10.1	1.7	-	-	144.6
	North America			25.9	-	-	-	2.3	-	28.2
		Segment operating profit		158.7	-	10.1	1.7	2.3	-	172.8
	Non-segment			(38.8)	(9.7)	-	-	18.6	-	(29.9)
		Operating profit	$	119.9	(9.7)	10.1	1.7	20.9	-	142.9

Amounts attributable to Brink’s:
Income from continuing operations			$	55.7	(9.6)	6.4	1.2	13.2	(2.4)	64.5
Diluted EPS – continuing operations				1.16	(0.20)	0.13	0.02	0.27	(0.05)	1.34

(a)

To eliminate gain recognized on the sale of the U.S. Document Destruction business, gains on available-for-sale equity and debt securities, gains related to acquisition of controlling interest in subsidiaries that were previously accounted for as equity or cost method investments, and gains on sales of former operating assets, as follows:

		Third Quarter 2011				Nine Months 2011
(In millions, except per share amounts)		Operating Profit		EPS		Operating Profit		EPS

Sale of U.S. Document Destruction business	$	(6.7)	$	(0.09)	$	(6.7)	$	(0.09)
Gains on available-for-sale equity and debt securities		-		-		-		(0.05)
Acquisition of controlling interests		(2.1)		(0.04)		(2.5)		(0.05)
Sale of former operating assets		(0.5)		(0.01)		(0.5)		(0.01)
	$	(9.3)	$	(0.14)	$	(9.7)	$	(0.20)

(b)	To eliminate settlement charge related to exit of Belgium cash-in-transit business.

(c)

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.

(d)	To eliminate expenses related to U.S. retirement plans.

(e)	To adjust the effective income tax rate to be equal to the full-year 2011 non-GAAP effective income tax rate of 38.6%.

Amounts may not add due to rounding.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities decreased by $40.7 million in the first nine months of 2012 as compared to the first nine months of 2011. We used $2.9 million more cash for investing activities in the first nine months of 2012 as compared to the first nine months of 2011, primarily as a result of an acquisition in France in January 2012 offset by cash received from the redemption of cash-surrender value of life insurance policies. We financed our liquidity needs in the first nine months of 2012 with our revolving credit facilities and other borrowings.

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 lease agreement were accounted for as operating leases.

Operating Activities

				Nine Months
				Ended September 30,		$
(In millions)				2012	2011	change

Cash flows from operating activities
	Non-GAAP basis		$	129.1	176.6	(47.5)
	Increase (decrease) in certain customer obligations (a)			0.2	(8.0)	8.2
	Discontinued operations (b)			-	1.4	(1.4)
		GAAP basis	$	129.3	170.0	(40.7)

(a)

To eliminate the change in the balance of customer obligations related to cash received and processed in certain of our secure cash logistics 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 logistics 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.

GAAP

Operating cash flows decreased by $40.7 million in the first nine months of 2012 as compared to the same period in 2011. The decrease was primarily due to the payment of $11.6 million in pension benefits to our former CEO, an increase in taxes paid of $13.9 million, lower operating profit, and higher cash outflows of working capital. The higher cash outflows from working capital are primarily driven by increases in accounts receivable which is caused by slower collections from certain customers, including certain government customers. These cash outflows were partially offset by an $8.2 million increase in cash held for customers in certain cash logistics operations, with the remaining outflows being financed by increased borrowings from short-term debt and long-term revolving credit facilities.

Non-GAAP

Cash flows from operating activities decreased by $47.5 million on a non-GAAP basis in the first nine months of 2012 as compared to the same period in 2011. The decrease was primarily due to the payment of $11.6 million in pension benefits to our former CEO, an increase in taxes paid of $13.9 million, lower operating profit, and higher cash outflows of working capital. The higher cash outflows from working capital are primarily driven by increases in accounts receivable which is caused by slower collections from certain customers, including certain governmental customers. These cash outflows were financed by increased borrowings from short-term debt and long-term revolving credit facilities.

Mr. Michael Dan, former president and CEO, retired in December 2011 and was paid $5.2 million in 2011 as provided for under his succession agreement. In 2012, Mr. Dan received an $11.6 million pension benefit payment from Brink’s and a distribution of company stock for his accumulated deferred compensation, net of minimum tax withholdings. Tax withholdings of $4.1 million were remitted in July 2012. The $11.6 million in pension benefit payments is included in cash flows from operating activities and the $4.1 million in tax withholdings is included in cash flows from financing activities. Mr. Dan’s pension benefits were funded by assets in an existing grantor trust, the proceeds of which are reported in investing activities.

Investing Activities

				Nine Months
				Ended September 30,		$
(In millions)				2012	2011	change

Cash flows from investing activities
	Capital expenditures		$	(120.6)	(118.7)	(1.9)
	Acquisitions			(17.1)	(3.0)	(14.1)
	Proceeds from the sale of available-for-sale securities			15.0	12.6	2.4
	Other			23.1	12.4	10.7
		Investing activities	$	(99.6)	(96.7)	(2.9)

Cash flows from investing activities decreased by $2.9 million in the first nine months of 2012 versus the first nine months of 2011. The decrease was primarily due to a $14.1 million increase in cash used for business acquisitions as we acquired a logistics software provider in France in 2012, offset by cash received from the redemption of cash-surrender value of life insurance policies.

Capital expenditures and depreciation and amortization were as follows:

					Nine Months				Full Year
					Ended September 30,		$	Full Year	Outlook
(In millions)					2012	2011	change	2011	2012

Property and Equipment Acquired during the period

	Capital expenditures:
		International		$	82.4	85.6	(3.2)	144.8	(a)
		North America			38.2	33.1	5.1	51.4	(a)
			Capital expenditures		120.6	118.7	1.9	196.2	190

	Capital leases (b):
		International			2.7	7.0	(4.3)	7.6	(a)
		North America			8.9	33.0	(24.1)	35.4	(a)
			Capital leases		11.6	40.0	(28.4)	43.0	20

	Total:
		International			85.1	92.6	(7.5)	152.4	(a)
		North America			47.1	66.1	(19.0)	86.8	(a)
			Total	$	132.2	158.7	(26.5)	239.2	210

Depreciation and amortization

	International			$	78.9	78.6	0.3	105.8	(a)
	North America				47.1	41.9	5.2	56.6	(a)
		Depreciation and amortization		$	126.0	120.5	5.5	162.4	165 – 180

(a)	Not provided

(b)

Represents the amount of property and equipment acquired using capital leases. Since 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. Sales leaseback transactions are excluded from "Capital leases" in this table.

Capital expenditures in the nine months of 2012 were primarily for new cash processing and security equipment, armored vehicles and information technology. Capital expenditures in the nine months of 2012 were consistent when compared to the same period of 2011, however, total property and equipment acquired during the first nine months of 2012 was $26.5 million lower than the same 2011 period. Full-year total property and equipment acquired during 2012 is expected to be slightly lower than full-year 2011.

Financing Activities

Summary of financing activities

				Nine Months
				Ended September 30,
(In millions)				2012	2011

Cash provided (used) by financing activities
Borrowings and repayments:
	Short-term debt		$	6.1	(14.8)
	Long-term revolving credit facilities			26.5	(101.5)
	Issuance of private placement notes			-	100.0
	Other long-term debt			(12.5)	(21.3)
		Borrowings (repayments)		20.1	(37.6)

Debt financing costs				(1.5)	(0.7)
Dividends attributable to:
	Shareholders of Brink’s			(14.2)	(14.0)
	Noncontrolling interests in subsidiaries			(5.9)	(15.4)
Other				(11.2)	18.4
Cash flows from financing activities			$	(12.7)	(49.3)

Debt borrowings and repayments

We increased the use of short-term debt and long-term revolving credit facilities in the first nine months of 2012 to fund operating and investing activities.

Common stock

We contributed $9 million in newly issued common stock to our primary U.S. pension plan in the first quarter of 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 $0.30 per share ($14.2 million) in the nine months of 2012. 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.

Reconciliation of Net Debt to GAAP measures

				September 30,	December 31,
(In millions)				2012	2011

Debt:
	Short-term		$	32.6	25.4
	Long-term			392.6	364.0
		Total Debt		425.2	389.4

Cash and cash equivalents				202.7	182.9
Less amounts held by cash logistics operations (a)				(26.4)	(25.1)
		Cash and cash equivalents available for general corporate purposes		176.3	157.8

		Net Debt	$	248.9	231.6

(a)

Title to cash received and processed in certain of our secure cash logistics 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. Net Debt excluding cash and debt in Venezuelan operations was $284 million at September 30, 2012, and $242 million at December 31, 2011.

Net Debt increased by $17 million primarily due to the acquisition of a logistics software provider in France in 2012 ($16 million).

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 cash for use in the U.S. See “Risk Factors” in Item 1A of our 2011 Form 10-K for more information on the risks associated with having businesses outside the U.S.

Incremental taxes. We have approximately $169 million of cash held by subsidiaries at September 30, 2012, that we consider to be permanently invested and that we do not expect to repatriate to the U.S. If we were to decide to repatriate this cash to the U.S., we might 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 were to occur.

Venezuela. In 2010, Venezuela began limiting conversions of bolivar fuertes to U.S. dollars to $350,000 per legal entity per month. As a result, we do not anticipate repatriation of cash from our Venezuelan operations to the U.S. for the foreseeable future. This may limit our ability to use funds earned in Venezuela for general corporate purposes, including reducing our debt. At September 30, 2012, our Venezuelan subsidiaries held $0.4 million of cash denominated in U.S. dollars and $34.2 million of cash denominated in bolivar fuertes.

Pension contributions. We have a significant underfunded U.S. pension plan that will be required to be funded in the future. New 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. We made a $9 million stock contribution to the plan in the first quarter of 2012 and cash contributions in an aggregate amount of $13 million to the plan in the third quarter of 2012. We currently expect to be able to fund pension contributions in the future with cash from operations and borrowings, but we may contribute shares of our stock in the future, if necessary.

Debt

On January 6, 2012, we amended our unsecured revolving bank credit facility (the “Revolving Facility”). The amendment provides for an increase in the amount of the Revolving Facility from $400 million to $480 million at more favorable pricing and extends the maturity date from July 2014 to January 2017. The Revolving Facility’s interest rate is based on LIBOR plus a margin, or alternate base rate plus a margin. 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 September 30, 2012, $344 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility as of September 30, 2012, were denominated primarily in U.S. dollars and to a lesser extent in Canadian dollars and in the euro.

The margin on LIBOR borrowings under the Revolving Facility, which ranges from 0.9% to 1.575% depending on our credit rating, was 1.20% at September 30, 2012. The margin on alternate base rate borrowings under the Revolving Facility ranges 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, which ranges from 0.10% to 0.30%, was 0.175% at September 30, 2012.

We have $100 million in unsecured notes issued 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. The proceeds of $100 million were utilized to pay down the Revolving Facility.

As of September 30, 2012, we had three unsecured multi-currency revolving bank credit facilities totaling $70 million, of which approximately $37 million was available. A $20 million facility which expires in December 2012, is expected to be renewed. Another $20 million facility

expires in May 2014 and a $30 million facility expires in October 2014. Interest on these facilities is based on LIBOR plus a margin. The margin ranges from 1.0% to 2.50%. 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 three unsecured letter of credit facilities totaling $164 million, of which approximately $54 million was available at September 30, 2012. A $54 million facility expires in December 2014, a $25 million facility expires in December 2014 and an $85 million facility expires in June 2015. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

On April 17, 2012, we entered into a $20 million unsecured committed credit facility (the “2012 Credit Facility”) that will expire in April 2014. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.20% to 1.575%. As of September 30, 2012, $17 million was available under the 2012 Credit Facility.

The Revolving Facility, the Notes, the three unsecured multi-currency revolving bank credit facilities, the three letter of credit facilities and the 2012 Credit Facility 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 September 30, 2012.

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

At September 30, 2012, we had 100 million shares of common stock authorized and 47.8 million shares issued and outstanding.

U.S. Retirement Liabilities

Funded Status of U.S. Retirement Plans
			Actual	Actual	Projected
(In millions)			2011	Nine Months 2012	4th Quarter 2012	2013	2014	2015	2016

U.S. pension plans
Beginning funded status		$	(191.7)	(305.3)	(256.6)	(256.2)	(224.7)	(170.4)	(96.1)
Net periodic pension credit (a)			18.8	11.9	4.3	16.2	22.3	28.1	33.3
Payment from Brink’s:
	Primary U.S. pension plan (b)		-	22.4	-	14.0	32.0	46.0	50.0
	Other U.S. pension plan		0.7	14.5	0.3	1.2	0.8	0.8	0.8
Benefit plan experience (loss) gain			(133.1)	(0.1)	(4.2)	0.1	(0.8)	(0.6)	0.1
Ending funded status		$	(305.3)	(256.6)	(256.2)	(224.7)	(170.4)	(96.1)	(11.9)

UMWA plans
Beginning funded status		$	(164.1)	(261.6)	(262.5)	(262.6)	(264.6)	(267.4)	(271.2)
Net periodic postretirement credit (cost) (a)			1.5	(0.9)	(0.1)	(2.0)	(2.8)	(3.8)	(4.7)
Benefit plan experience loss			(97.6)	-	-	-	-	-	-
Other			(1.4)	-	-	-	-	-	-
Ending funded status		$	(261.6)	(262.5)	(262.6)	(264.6)	(267.4)	(271.2)	(275.9)

Black lung and other plans
Beginning funded status		$	(62.2)	(60.9)	(58.1)	(56.3)	(52.8)	(49.4)	(46.2)
Net periodic postretirement cost (a)			(2.8)	(1.9)	(0.7)	(2.3)	(2.1)	(2.0)	(1.9)
Payment from Brink’s			7.0	4.7	2.5	5.8	5.5	5.2	5.0
Benefit plan experience loss			(2.9)	-	-	-	-	-	-
Ending funded status		$	(60.9)	(58.1)	(56.3)	(52.8)	(49.4)	(46.2)	(43.1)

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

(b)	New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time.

U.S. Pension Plans

Pension benefits provided to eligible U.S. employees have been frozen. There are approximately 20,400 beneficiaries in the plans. We made a $9 million stock contribution to the plan in the first quarter of 2012 and cash contributions in an aggregate amount of $13 million to the plan in the third quarter of 2012.

New 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. As a result of the implementation of this legislation, we are not required to make additional contributions to the primary U.S. pension plan during the remainder of 2012. Based on current assumptions, we expect to make contributions totaling $273 million from 2013 to 2021.

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 4,400 beneficiaries in the UMWA plans. We do not expect to make additional contributions to these plans until 2023.

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 800 black lung beneficiaries.

Other

We have a plan that provides retirement health care 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 assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2011.

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.

			Actual	Actual	Projected
(In millions)			2011	Nine Months 2012	4 th Quarter 2012	FY2012	2013	2014	2015	2016

U.S. pension plans		$	9.4	22.5	5.8	28.3	25.1	13.4	4.1	(3.9)
UMWA plans			13.2	16.5	5.5	22.0	22.6	22.5	22.5	22.6
Black lung and other plans			5.4	4.3	1.6	5.9	5.0	4.9	4.7	4.5
	Total	$	28.0	43.3	12.9	56.2	52.7	40.8	31.3	23.2

Amounts allocated to:
	North America Segment	$	3.2	6.6	2.2	8.8	9.5	5.0	1.4	(1.7)
	Non-segment		24.8	36.7	10.7	47.4	43.2	35.8	29.9	24.9
	Total	$	28.0	43.3	12.9	56.2	52.7	40.8	31.3	23.2

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

This table summarizes actual and projected payments

·	from Brink’s to U.S. retirement plans, and

·	from the plans to participants.

			Actual	Actual	Projected
(In millions)			2011	Nine Months 2012	4th Quarter 2012	FY2012	2013	2014	2015	2016

Payments from Brink’s to U.S. Plans
Primary U.S. pension plan (a)		$	-	22.4	-	22.4	14.0	32.0	46.0	50.0
Other U.S. pension plan			0.7	14.5	0.3	14.8	1.2	0.8	0.8	0.8
Black lung and other plans			7.0	4.7	2.5	7.2	5.8	5.5	5.2	5.0
	Total	$	7.7	41.6	2.8	44.4	21.0	38.3	52.0	55.8


Payments from U.S. Plans to participants
Primary U.S. pension plan		$	39.0	27.4	15.0	42.4	43.7	45.2	46.4	47.8
Other U.S. pension plan			0.7	14.5	0.3	14.8	1.2	0.8	0.8	0.9
UMWA plans			39.1	25.1	11.8	36.9	37.5	37.4	37.5	36.9
Black lung and other plans			7.0	4.7	2.5	7.2	5.8	5.5	5.2	5.0
	Total	$	85.8	71.7	29.6	101.3	88.2	88.9	89.9	90.6

(a)	see previous page note (b)

The amounts in the tables above are based on a variety of estimates, including actuarial assumptions as of the most recent measurement date. 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.

Commitments and Contingent Matters

Operating leases

We have made residual value guarantees of approximately $19.9 million at September 30, 2012, related to operating leases, principally for trucks and other vehicles.

We are involved in various lawsuits and claims in the ordinary course of business. We are not able to estimate the range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our liquidity, financial position or results of operations. Additional information with respect to these matters is contained in Note 9 to the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the nine months ended September 30, 2012.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-looking information

This document contains both historical and forward-looking information. Words such as “anticipates,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “believes,” “potential,” “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 U.S. dollar transactions in Venezuela, the ability to obtain U.S. dollars in Venezuela and future Venezuela cash repatriations, future required contributions to the primary U.S. pension plan and the use of cash or stock to satisfy these obligations, the deductibility of certain income tax expenses under The Patient Protection and Affordable Healthcare Act, the outcome of pending litigation and the anticipated financial effect of the disposition of legal matters, organic revenue growth and segment operating profit margin in 2012, anticipated results in Latin America and Europe, future acquisitions of property and equipment (including U.S. vehicle acquisitions through capital leases), anticipated depreciation, interest and rental expenses related to the U.S. fleet, anticipated non-segment expenses, anticipated interest expense, the anticipated annual effective tax rate for 2012 and our tax position and underlying assumptions, anticipated net income attributable to noncontrolling interests, the anticipated currency impact on revenue, anticipated fixed assets acquired, depreciation and amortization for 2012, the ability to meet our liquidity needs, repatriation of cash to the U.S., future payment of bonds issued by the Peninsula Ports Authority of Virginia, projected U.S. retirement plan contributions, costs and expenses, the effect of new legislation titled Moving Ahead for Progress in the 21st Century on the method of computing funding requirements for our primary U.S. pension plan, and projected black lung liability and U.S. retirement plan liabilities. Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or 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 implement high-value solutions,

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, and changes in exchange rates,

·	fluctuations in value of the Venezuelan bolivar fuerte,

·	regulatory and labor issues in many of our global operations, including negotiations with organized labor,

·	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,

·	the actions of competitors, our ability to identify acquisitions and other strategic opportunities 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 our productivity and cost control efforts in that region,

·	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,

·	the outcome of pending and future claims and litigation,

·	access to the capital and credit markets,

·	seasonality, pricing and other competitive industry factors.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2011 and in our other public filings with the Securities and Exchange Commission. The forward looking 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.

Part II - Other Information

Item 1. Legal Proceedings

Item 6. Exhibits

Exhibit

Number Description

10.1	Key Employees’ Deferred Compensation Program, as amended and restated as of August 13, 2012.
31.1	Certification of Thomas C. Schievelbein, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Joseph W. Dziedzic, Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Thomas C. Schievelbein, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Joseph W. Dziedzic, Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2012, 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 September 30, 2012, and December 31, 2011, (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2012 and 2011, (iv) the Consolidated Statement of Equity for the nine months ended September 30, 2012, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, and (vi) the Notes to Consolidated Financial Statements. 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 and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURE

Pursuant to the requirements 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.

	THE BRINK’S COMPANY


October 25, 2012	By: /s/ Joseph W. Dziedzic
	Joseph W. Dziedzic
	(Vice President and
	Chief Financial Officer)
	(principal financial officer)