Quarterly Report (10-q)

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, 2014

¨ 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 28, 2014, 48,573,324 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)	2014			2013

ASSETS

Current assets:
Cash and cash equivalents	$	223.0			255.5
Accounts receivable, net		558.2			622.2
Prepaid expenses and other		137.2			153.0
Deferred income taxes		60.2			72.0
Total current assets		978.6			1,102.7

Property and equipment, net		687.7			758.7
Goodwill		229.0			240.2
Other intangibles		42.9			46.3
Deferred income taxes		232.4			251.7
Other		97.1			98.4

Total assets	$	2,267.7			2,498.0


LIABILITIES AND EQUITY

Current liabilities:
Short-term borrowings	$	59.4			80.9
Current maturities of long-term debt		33.8			24.6
Accounts payable		162.4			185.6
Accrued liabilities		509.0			507.5
Total current liabilities		764.6			798.6

Long-term debt		400.7			330.5
Accrued pension costs		100.4			214.8
Retirement benefits other than pensions		180.0			186.0
Deferred income taxes		14.0			18.0
Other		131.8			170.6
Total liabilities		1,591.5			1,718.5

Contingent liabilities (notes 3, 4, 11 and 12)

Equity:
The Brink’s Company (“Brink’s”) shareholders:
Common stock		48.6			48.4
Capital in excess of par value		583.5			566.4
Retained earnings		645.0			696.4
Accumulated other comprehensive loss		(645.1	)		(617.3	)
Brink’s shareholders		632.0			693.9

Noncontrolling interests		44.2			85.6

Total equity		676.2			779.5

Total liabilities and equity	$	2,267.7			2,498.0

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income (Loss)

(Unaudited)

				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions, except for per share amounts)			2014		2013	2014	2013

Revenues			$	913.1	982.4	2,806.2	2,902.8

Costs and expenses:
Cost of revenues				770.9	783.2	2,321.1	2,368.1
Selling, general and administrative expenses				135.5	141.2	416.0	418.0
	Total costs and expenses			906.4	924.4	2,737.1	2,786.1
Other operating income (expense)				40.8	1.2	(83.4)	(7.4)

	Operating profit (loss)			47.5	59.2	(14.3)	109.3

Interest expense				(6.6)	(6.5)	(18.3)	(18.3)
Interest and other income (expense)				0.4	0.3	0.7	1.2
	Income (loss) from continuing operations before tax			41.3	53.0	(31.9)	92.2
Provision (benefit) for income taxes				23.2	15.0	36.9	31.1

	Income (loss) from continuing operations			18.1	38.0	(68.8)	61.1

Income (loss) from discontinued operations, net of tax				1.5	(6.0)	0.7	(30.0)

	Net income (loss)			19.6	32.0	(68.1)	31.1
		Less net income (loss) attributable to noncontrolling interests		(0.6)	8.2	(31.4)	15.2

	Net income (loss) attributable to Brink’s			20.2	23.8	(36.7)	15.9

Amounts attributable to Brink’s
	Continuing operations			18.7	29.8	(37.4)	45.9
	Discontinued operations			1.5	(6.0)	0.7	(30.0)

	Net income (loss) attributable to Brink’s		$	20.2	23.8	(36.7)	15.9

Earnings (loss) per share attributable to Brink’s common shareholders(a)
	Basic:
		Continuing operations	$	0.38	0.61	(0.76)	0.94
		Discontinued operations		0.03	(0.12)	0.01	(0.62)
		Net income (loss)		0.41	0.49	(0.75)	0.33

	Diluted:
		Continuing operations	$	0.38	0.61	(0.76)	0.94
		Discontinued operations		0.03	(0.12)	0.01	(0.61)
		Net income (loss)		0.41	0.49	(0.75)	0.32

Weighted-average shares
	Basic			49.1	48.7	49.0	48.6
	Diluted			49.4	49.0	49.0	48.9

Cash dividends paid per common share			$	0.10	0.10	0.30	0.30

(a)	Amounts may not add due to rounding

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months					Nine Months
	Ended September 30,					Ended September 30,
(In millions)	2014			2013		2014			2013

Net income (loss)	$	19.6			32.0		(68.1	)		31.1

Benefit plan adjustments:
Benefit plan experience gains		9.4			13.6		29.0			49.0
Benefit plan prior service (costs) credits		(0.4	)		5.4		(1.3	)		6.7
Deferred profit sharing		(0.1	)		-		(0.1	)		-
Total benefit plan adjustments		8.9			19.0		27.6			55.7

Foreign currency translation adjustments		(50.4	)		8.2		(46.3	)		(23.9	)
Unrealized losses on available-for-sale securities		(0.3	)		0.3		(0.4	)		0.2
Gains (losses) on cash flow hedges		(0.1	)		0.3		(0.1	)		1.1
Other comprehensive income (loss) before tax		(41.9	)		27.8		(19.2	)		33.1
Provision for income taxes		3.3			6.9		10.3			19.8

Other comprehensive income (loss)		(45.2	)		20.9		(29.5	)		13.3

Comprehensive income (loss)		(25.6	)		52.9		(97.6	)		44.4
Less comprehensive income (loss) attributable to noncontrolling interests		(2.7	)		8.9		(33.1	)		14.1

Comprehensive income (loss) attributable to Brink's	$	(22.9	)		44.0		(64.5	)		30.3

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statement of Equity

Nine Months ended September 30, 2014

(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, 2013		48.4	$	48.4		566.4			696.4			(617.3	)		85.6			779.5

Net income (loss)		-		-		-			(36.7	)		-			(31.4	)		(68.1	)
Other comprehensive income (loss)		-		-		-			-			(27.8	)		(1.7	)		(29.5	)
Dividends to:
Brink’s common shareholders ($0.30 per share)		-		-		-			(14.5	)		-			-			(14.5	)
Noncontrolling interests		-		-		-			-			-			(8.7	)		(8.7	)
Share-based compensation:
Stock options and awards:
Compensation expense		-		-		16.2			-			-			-			16.2
Consideration from exercise of stock options		-		-		0.4			-			-			-			0.4
Reduction in excess tax benefit of stock compensation		-		-		(0.6	)		-			-			-			(0.6	)
Other share-based benefit programs		0.2		0.2		1.1			(0.2	)		-			-			1.1
Capital contributions from noncontrolling interest		-		-		-			-			-			0.4			0.4

Balance as of September 30, 2014		48.6	$	48.6		583.5			645.0			(645.1	)		44.2			676.2

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)	2014			2013

Cash flows from operating activities:
Net income (loss)	$	(68.1	)		31.1
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
(Income) loss from discontinued operations, net of tax		(0.7	)		30.0
Depreciation and amortization		127.5			126.6
Share-based compensation expense		16.2			7.5
Deferred income taxes		(10.9	)		(26.8	)
Gains:
Available-for-sale securities		(0.3	)		(0.3	)
Property and other investments		(45.5	)		(0.7	)
Business acquisitions		-			(2.0	)
Impairment loss		6.8			-
Retirement benefit funding (more) less than expense:
Pension		(83.7	)		15.3
Other than pension		2.0			11.5
Remeasurement loss due to Venezuela currency devaluation		121.6			13.4
Other operating		4.0			2.7
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and income taxes receivable		(81.7	)		(100.9	)
Accounts payable, income taxes payable and accrued liabilities		77.4			38.2
Customer obligations		15.5			(4.9	)
Prepaid and other current assets		(3.4	)		(17.8	)
Other		(5.1	)		(14.9	)
Discontinued operations		0.9			(3.6	)
Net cash provided by operating activities		72.5			104.4

Cash flows from investing activities:
Capital expenditures		(83.8	)		(122.2	)
Acquisitions		(4.9	)		(18.1	)
Sales of available-for-sale securities		0.7			1.2
Cash proceeds from sale of property and other investments		62.6			10.8
Other		(0.1	)		(0.5	)
Discontinued operations		(4.7	)		(2.8	)
Net cash used by investing activities		(30.2	)		(131.6	)

Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term debt		(0.5	)		55.3
Long-term revolving credit facilities		126.0			97.2
Other long-term debt:
Borrowings		6.7			4.5
Repayments		(73.2	)		(20.8	)
Acquisition of a noncontrolling interest in a subsidiary		-			(18.5	)
Payment of acquisition-related obligation		-			(12.8	)
Dividends to:
Shareholders of Brink’s		(14.5	)		(14.4	)
Noncontrolling interests in subsidiaries		(8.7	)		(4.2	)
Proceeds from exercise of stock options		0.4			3.0
Minimum tax withholdings associated with share-based compensation		(1.2	)		(3.3	)
Other		(0.9	)		(0.6	)
Discontinued operations		-			(2.3	)
Net cash provided by financing activities		34.1			83.1
Effect of exchange rate changes on cash		(108.9	)		(15.3	)
Cash and cash equivalents:
Increase (decrease)		(32.5	)		40.6
Balance at beginning of period		255.5			201.7
Balance at end of period	$	223.0			242.3

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 four geographic operating segments:

·	Latin America

·	Europe, Middle East, and Africa (“EMEA”)

·	North America (U.S. and Canada)

·	Asia Pacific

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, 2013.

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, costs associated with restructuring activities, 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.

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

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

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

The government devalued the official rate for essential services in February 2013 from 5.3 to 6.3 bolivars to the dollar. Late in 2013, the government added another official exchange process, known as SICAD, for travel and certain other purposes, made available at government discretion. The published rate for this process in the first nine months of 2014 ranged from 10.0 to 12.0 bolivars to the U.S. dollar. Since the end of the first quarter of 2013, we have only been able to obtain dollars once using the SICAD process. We do not know whether we will be able to access the SICAD process again in the future.

On March 24, 2014, the government initiated another exchange mechanism known as SICAD II. Conversions under this mechanism are also subject to specific eligibility requirements. Transactions have been reported to be in a range of 49 to 52 bolivars to the dollar. Through September 30, 2014, we received approval to obtain $1.2 million (weighted average exchange rate of 51) through the SICAD II mechanism. We do not know whether we will be able to access dollars under this new process on a consistent basis in the future.

As a result of the restrictions on currency exchange, we have in the past been unable to obtain sufficient U.S. dollars to purchase certain imported supplies and fixed assets to fully operate our business in Venezuela. Consequently, we have occasionally purchased more expensive, bolivar-denominated supplies and fixed assets. Furthermore, there is a risk that the current SICAD II process will be discontinued or not accessible when needed in the future, which may prevent us from obtaining dollars to operate our Venezuelan operations.

Remeasurement rates during 2013. Through January 31, 2013, we used an official rate of 5.3 bolivars to the dollar to remeasure our bolivar-denominated monetary assets and liabilities into U.S. dollars and to translate our revenue and expenses. After the devaluation in February 2013, we began to use the 6.3 official exchange rate to remeasure bolivar denominated monetary assets and liabilities and to translate our revenue and expenses. We recognized a $13.4 million net remeasurement loss in the first nine months of 2013 when we changed from the 5.3 to 6.3 exchange rate. The after-tax effect of these losses attributable to noncontrolling interests was $4.7 million in the first nine months of 2013.

Remeasurement rates during 2014. Through March 23, 2014, we used the official rate of 6.3 bolivars to the dollar to remeasure our bolivar denominated monetary assets and liabilities into U.S. dollars and to translate our revenue and expenses. Effective March 24, 2014, we began to use the exchange rate published for the SICAD II process to remeasure bolivar denominated monetary assets and liabilities and to translate our revenue and expenses. We recognized a $121.6 million net remeasurement loss in the first nine months of 2014 when we changed from the official rate of 6.3 to SICAD II exchange rate, which has averaged approximately 50 since opening on March 24, 2014. Transaction gains and losses since March 31, 2014 have not been significant. At September 30, 2014, the rate was approximately 50. The after-tax effect of these losses attributable to noncontrolling interests was $39.7 million in the first nine months of 2014.

Remeasuring our Venezuelan results using the SICAD II rate has had the following effects on our reported results:

·	Brink’s Venezuela has become a less-significant component of Brink’s consolidated revenue and operating profit.

·	Our investment in our Venezuelan operations on an equity-method basis has declined. Our investment was $125.3 million at December 31, 2013, and was $60.6 million at September 30, 2014.

Our bolivar-denominated net monetary assets included in our consolidated balance sheets has declined. Our bolivar-denominated net monetary assets were $120.4 million (including $93.8 million of cash and cash equivalents) at December 31, 2013, and were $22.8 million (including $17.6 million of cash and cash equivalents) at September 30, 2014.

Note 2 – Segment information

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

We have four geographic operating segments: Latin America; Europe, Middle East and Africa (“EMEA”); North America and Asia Pacific. These four operating segments are also our reportable segments.

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

The primary services of the reportable segments include:

·	Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables

·	ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services

·	Global Services – secure international transportation of valuables

·	Cash Management Services

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

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

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

o	Check imaging services for banking customers

·	Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout™ e-commerce online payment services

·	Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In millions)	2014			2013			2014			2013

Revenues:
Latin America	$	343.2			423.8			1,118.1			1,250.3
EMEA		303.5			301.2			904.4			872.4
North America		227.9			222.5			673.7			672.0
Asia Pacific		38.5			34.9			110.0			108.1
Revenues	$	913.1			982.4			2,806.2			2,902.8


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In millions)		2014			2013			2014			2013

Operating profit (loss):
Latin America	$	(5.1	)		42.8			(81.4	)		90.6
EMEA		15.6			32.1			47.7			59.4
North America		1.5			0.2			8.3			4.5
Asia Pacific		5.0			4.8			14.0			14.1
Segment operating profit (loss)		17.0			79.9			(11.4	)		168.6
Non-segment		30.5			(20.7	)		(2.9	)		(59.3	)
Operating profit (loss)	$	47.5			59.2			(14.3	)		109.3

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 for our pension plans were as follows:

	U.S. Plans						Non-U.S. Plans						Total
(In millions)	2014			2013			2014			2013			2014			2013

Three months ended September 30,

Service cost	$	-			-			3.1			3.7			3.1			3.7
Interest cost on projected benefit obligation		11.3			10.6			4.5			4.7			15.8			15.3
Return on assets – expected		(16.2	)		(14.2	)		(3.7	)		(3.2	)		(19.9	)		(17.4	)
Amortization of losses		7.0			11.2			0.6			1.5			7.6			12.7
Amortization of prior service (credit) cost		-			-			0.2			0.2			0.2			0.2
Settlement loss		-			-			2.4			0.8			2.4			0.8
Net periodic pension cost	$	2.1			7.6			7.1			7.7			9.2			15.3

Nine months ended September 30,

Service cost	$	-			-			9.8			11.1			9.8			11.1
Interest cost on projected benefit obligation		34.0			31.7			14.9			14.3			48.9			46.0
Return on assets – expected		(47.8	)		(42.7	)		(11.3	)		(9.6	)		(59.1	)		(52.3	)
Amortization of losses		21.2			33.9			1.7			4.6			22.9			38.5
Amortization of prior service cost		-			-			0.6			0.7			0.6			0.7
Settlement loss		-			-			4.2			1.6			4.2			1.6
Net periodic pension cost	$	7.4			22.9			19.9			22.7			27.3			45.6

In the first nine months of 2014, we made $87.2 million in cash contributions to our primary U.S. pension plan. We do not expect to contribute any additional amounts during the fourth quarter of 2014.

Retirement benefits other than pensions

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

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)	2014			2013			2014		2013		2014			2013

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations	$	4.4			4.9			0.6		0.5		5.0			5.4
Return on assets – expected		(5.6	)		(5.2	)		-		-		(5.6	)		(5.2	)
Amortization of losses		2.9			4.9			0.2		0.2		3.1			5.1
Amortization of prior service (credit) cost		(1.2	)		-			0.4		0.5		(0.8	)		0.5
Net periodic postretirement cost	$	0.5			4.6			1.2		1.2		1.7			5.8

Nine months ended September 30,

Service cost	$	-			-			0.1		0.2		0.1			0.2
Interest cost on accumulated postretirement benefit obligations		13.6			14.8			1.6		1.5		15.2			16.3
Return on assets – expected		(16.8	)		(15.6	)		-		-		(16.8	)		(15.6	)
Amortization of losses		9.5			14.7			0.5		0.5		10.0			15.2
Amortization of prior service (credit) cost		(3.5	)		-			1.3		1.3		(2.2	)		1.3
Net periodic postretirement cost	$	2.8			13.9			3.5		3.5		6.3			17.4

Note 4 – Income taxes

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In millions)	2014			2013			2014			2013

Continuing operations
Provision (benefit) for income taxes	$	23.2			15.0			36.9			31.1
Effective tax rate		56.2	%		28.3	%		(115.7	) %		33.7	%

2014 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first nine months of 2014 was negative and less than the 35% U.S. statutory tax rate primarily due to the significant nondeductible expenses resulting from the currency devaluation in Venezuela in the first quarter. These nondeductible expenses caused our earnings before tax in the period to be negative.

Excluding the Venezuela nondeductible expenses, our effective tax rate on continuing operations in the first nine months is 44%. The rate is higher than 35% primarily due to third-quarter tax expense for a divestiture of an equity-method investment in Peru and the realization of tax benefit for only a portion of the restructuring charges of the Netherlands operations, combined with higher tax expense resulting from cross border payments, nondeductible expenses in Mexico and the characterization of a French business tax as an income tax, partially offset by lower taxes resulting from the geographical mix of earnings.

2013 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first nine months of 2013 was lower than the 35% U.S. statutory tax rate largely due to the geographical mix of earnings, mostly offset by higher taxes due to cross border payments, and the characterization of a French business tax as an income tax.

Note 5 – Accumulated other comprehensive income (loss)

Other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive income (loss) into earnings, was as follows:

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

Three months ended September 30, 2014

Amounts attributable to Brink's:
Benefit plan adjustments	$	(3.6	)		0.5			12.4			(3.8	)		5.5
Foreign currency translation adjustments		(48.1	)		-			(0.1	)		-			(48.2	)
Unrealized gains (losses) on available-for-sale securities		0.1			(0.1	)		(0.4	)		0.1			(0.3	)
Gains (losses) on cash flow hedges		1.4			-			(1.5	)		-			(0.1	)
		(50.2	)		0.4			10.4			(3.7	)		(43.1	)

Amounts attributable to noncontrolling interests:
Benefit plan adjustments		-			-			0.1			-			0.1
Foreign currency translation adjustments		(2.2	)		-			-			-			(2.2	)
		(2.2	)		-			0.1			-			(2.1	)

Total
Benefit plan adjustments(a)		(3.6	)		0.5			12.5			(3.8	)		5.6
Foreign currency translation adjustments(b)		(50.3	)		-			(0.1	)		-			(50.4	)
Unrealized gains (losses) on available-for-sale securities(c)		0.1			(0.1	)		(0.4	)		0.1			(0.3	)
Gains (losses) on cash flow hedges(d)		1.4			-			(1.5	)		-			(0.1	)
	$	(52.4	)		0.4			10.5			(3.7	)		(45.2	)

Three months ended September 30, 2013

Amounts attributable to Brink's:
Benefit plan adjustments	$	(0.3	)		-			19.2			(6.8	)		12.1
Foreign currency translation adjustments		7.6			-			-			-			7.6
Unrealized gains (losses) on available-for-sale securities		0.3			(0.1	)		-			-			0.2
Gains (losses) on cash flow hedges		(0.1	)		-			0.4			-			0.3
		7.5			(0.1	)		19.6			(6.8	)		20.2

Amounts attributable to noncontrolling interests:
Benefit plan adjustments		-			-			0.1			-			0.1
Foreign currency translation adjustments		0.6			-			-			-			0.6
		0.6			-			0.1			-			0.7

Total
Benefit plan adjustments(a)		(0.3	)		-			19.3			(6.8	)		12.2
Foreign currency translation adjustments(b)		8.2			-			-			-			8.2
Unrealized gains (losses) on available-for-sale securities(c)		0.3			(0.1	)		-			-			0.2
Gains (losses) on cash flow hedges(d)		(0.1	)		-			0.4			-			0.3
	$	8.1			(0.1	)		19.7			(6.8	)		20.9

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

Nine months ended September 30, 2014

Amounts attributable to Brink's:
Benefit plan adjustments	$	(7.9	)		1.3			35.2			(11.6	)		17.0
Foreign currency translation adjustments		(44.1	)		-			(0.3	)		-			(44.4	)
Unrealized gains (losses) on available-for-sale securities		(0.1	)		-			(0.3	)		0.1			(0.3	)
Gains (losses) on cash flow hedges		(0.3	)		-			0.2			-			(0.1	)
		(52.4	)		1.3			34.8			(11.5	)		(27.8	)

Amounts attributable to noncontrolling interests:
Benefit plan adjustments		-			-			0.3			(0.1	)		0.2
Foreign currency translation adjustments		(1.9	)		-			-			-			(1.9	)
		(1.9	)		-			0.3			(0.1	)		(1.7	)

Total
Benefit plan adjustments(a)		(7.9	)		1.3			35.5			(11.7	)		17.2
Foreign currency translation adjustments(b)		(46.0	)		-			(0.3	)		-			(46.3	)
Unrealized gains (losses) on available-for-sale securities(c)		(0.1	)		-			(0.3	)		0.1			(0.3	)
Gains (losses) on cash flow hedges(d)		(0.3	)		-			0.2			-			(0.1	)
	$	(54.3	)		1.3			35.1			(11.6	)		(29.5	)

Nine months ended September 30, 2013

Amounts attributable to Brink's:
Benefit plan adjustments	$	(1.6	)		0.4			57.1			(20.2	)		35.7
Foreign currency translation adjustments		(22.5	)		-			(0.1	)		0.1			(22.5	)
Unrealized gains (losses) on available-for-sale securities		0.5			(0.2	)		(0.3	)		0.1			0.1
Gains (losses) on cash flow hedges		2.5			-			(1.4	)		-			1.1
		(21.1	)		0.2			55.3			(20.0	)		14.4

Amounts attributable to noncontrolling interests:
Benefit plan adjustments		-			-			0.2			-			0.2
Foreign currency translation adjustments		(1.3	)		-			-			-			(1.3	)
		(1.3	)		-			0.2			-			(1.1	)

Total
Benefit plan adjustments(a)		(1.6	)		0.4			57.3			(20.2	)		35.9
Foreign currency translation adjustments(b)		(23.8	)		-			(0.1	)		0.1			(23.8	)
Unrealized gains (losses) on available-for-sale securities(c)		0.5			(0.2	)		(0.3	)		0.1			0.1
Gains (losses) on cash flow hedges(d)		2.5			-			(1.4	)		-			1.1
	$	(22.4	)		0.2			55.5			(20.0	)		13.3

(a)

The amortization of prior experience losses and prior service cost and settlement costs are part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service costs, interest costs, and expected returns on assets. The total pretax expense is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2014		2013		2014		2013

Total net periodic retirement benefit cost included in:
Cost of revenues	$	8.8		16.8		26.7		50.0
Selling, general and administrative expenses		2.1		4.3		6.9		13.0

(b)	Pretax foreign currency translation adjustments reclassified to the income statement relate to the disposition of entities and are included in the gain (loss) on disposition.

(c)	Gains and losses on sales of available-for-sale securities are reclassified from accumulated other comprehensive loss to the income statement when the gains or losses are realized. Pretax amounts are classified in the income statement as interest and other income (expense).

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

·	other operating income ($1.8 million in the three months and $0.6 million in the nine months ended September 30, 2014), and

·	interest and other expense ($0.3 million in the three months and $0.8 million in the nine months ended September 30, 2014).

The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:

(In millions)	Benefit Plan Adjustments			Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Available-for-Sale Securities			Gains (Losses) on Cash Flow Hedges			Total
Balance as of December 31, 2013	$	(478.0	)		(141.5	)		1.6			0.6			(617.3	)
Other comprehensive income (loss) before reclassifications		(6.6	)		(44.1	)		(0.1	)		(0.3	)		(51.1	)
Amounts reclassified from accumulated other comprehensive loss		23.6			(0.3	)		(0.2	)		0.2			23.3
Other comprehensive income (loss) attributable to Brink's		17.0			(44.4	)		(0.3	)		(0.1	)		(27.8	)
Balance as of September 30, 2014	$	(461.0	)		(185.9	)		1.3			0.5			(645.1	)

Note 6 – 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 were defined in our 2013 Form 10-K.

Fixed-Rate Debt

The fair value and carrying value of our fixed-rate debts are as follows:

	September 30,		December 31,
(In millions)	2014		2013

DTA bonds
Carrying value(a)	$	-		43.2
Fair value		-		42.8

Unsecured notes issued in a private placement
Carrying value		100.0		100.0
Fair value		105.4		105.8

(a)	On September 15, 2014, all outstanding DTA bonds were redeemed for an aggregate redemption price that included 100% of the $43.2 million outstanding principal amount of the bonds, plus all accrued unpaid interest through the redemption date.

The fair value estimate of our obligation related to the Dominion Terminal Associates (“DTA”) bonds at December 31, 2013, was based on price information observed in a less-active market, which we categorized as a Level 2 valuation.

The fair value estimate of our unsecured private-placement notes is based on the present value of future cash flows, discounted at rates for similar instruments at the respective measurement dates, which we have categorized as a Level 3 valuation.

There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2014.

Other Financial Instruments

Other financial instruments include cash and cash equivalents, accounts receivable, floating rate debt, accounts payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. Our short term contracts have a weighted average maturity of approximately one month. In 2013, we entered into a cross-currency swap to hedge against the change in value of a long-term intercompany loan denominated in a currency other than the lending subsidiary’s functional currency. The fair values of these currency contracts, including the cross-currency swap, are determined using Level 2 valuation techniques and are based on the present value of net future cash payments and receipts. Accordingly, the fair values will fluctuate based on changes in market interest rates and the respective foreign currency to U.S. dollar exchange rate. The fair values of our outstanding short-term foreign currency contracts at September 30, 2014, were not significant. At September 30, 2014, the fair value of the cross-currency swap was an asset of $4.3 million. There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2014.

Note 7 – Share-based compensation plans

We have share-based compensation plans to retain employees and non-employee directors and to more closely align their interests with those of our shareholders.

The 2005 Equity Incentive Plan (the “2005 Plan”) and the 2013 Equity Incentive Plan (the “2013 Plan”) permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan also permits cash awards to eligible employees. The 2005 Plan was replaced by the 2013 Equity Incentive Plan effective in February 2013. No further grants of awards will be made under the 2005 Plan.

Directors are eligible for share-based awards through the Non-Employee Directors’ Equity Plan (the “Directors’ Plan”). To date, we have granted only deferred stock units under the Directors’ Plan. There are also outstanding stock options granted to directors under a prior plan, the Non-Employee Directors’ Stock Option Plan (the “Prior Directors’ Plan”).

At September 30, 2014, outstanding awards under these plans include performance share units (“PSUs”), market share units (“MSUs”), restricted stock units (“RSUs”), deferred stock units (“DSUs”) and stock options (“NQSOs”).

We have a compensation recoupment policy that requires the return of compensation to the Company under certain circumstances. In the second quarter of 2014, we concluded that employees and the Company did not have a mutual understanding of the terms and conditions of equity awards subject to the policy because the policy provided the Company with discretion as to how the policy could be applied. As a result, we concluded that there was not a grant date for the awards for accounting purposes as described in ASC Topic 718 Stock Compensation. We recognized $4.2 million of expense during the second quarter of 2014 ($3.4 million net of tax) for the cumulative effect of this accounting error. Prior periods were not materially affected. We modified our recoupment policy in July 2014 to establish a grant date for accounting purposes.


	Number of shares

(in thousands of shares)	PSUs			MSUs		RSUs			DSUs			NQSOs

Balance as of December 31, 2013		199.3			96.2		396.4			19.2			1,475.0
Granted		189.3			82.9		139.1			28.3			-
Cancelled awards		(3.8	)		-		(6.8	)		-			(610.0	)
Vested		-			-		(146.5	)		(19.2	)		-
Exercised		-			-		-			-			(18.0	)
Balance as of September 30, 2014(a)		384.8			179.1		382.2			28.3			847.0

Weighted average grant date fair value	$	24.06			25.47		26.46			24.70			5.83

(a)	For PSUs, MSUs, RSUs and DSUs, represents unvested awards. For NQSOs, represents outstanding vested and unvested awards.

Note 8 – Shares used to calculate earnings per share

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
(In millions)	2014		2013		2014		2013

Weighted-average shares:
Basic(a)		49.1		48.7		49.0		48.6
Effect of dilutive stock options and awards		0.3		0.3		-		0.3
Diluted		49.4		49.0		49.0		48.9

Antidilutive stock options and awards excluded from denominator		0.5		1.2		1.9		1.7

(a)

We have deferred compensation plans for directors and certain of our employees. Amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units are also included in the computation of basic weighted average shares when the requisite service period has been completed. Accordingly, included in basic shares are weighted-average units of 0.5 million in the three months and 0.5 million in the nine months ended September 30, 2014, and 0.6 million in the three months and 0.6 million in the nine months ended September 30, 2013.

Note 9 – Loss from discontinued operations

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In millions)	2014			2013			2014			2013

Loss from operations(a)(b)	$	-			(2.1	)		-			(25.5	)
Loss on sale(a)		-			(2.9	)		-			(3.6	)
Adjustments to contingencies of former operations		(0.1	)		(0.3	)		(0.1	)		0.9
Income (loss) from discontinued operations before income taxes		(0.1	)		(5.3	)		(0.1	)		(28.2	)
Provision (benefit) for income taxes		(1.6	)		0.7			(0.8	)		1.8
Income (loss) from discontinued operations, net of tax	$	1.5			(6.0	)		0.7			(30.0	)

(a)	Discontinued operations include gains and losses related to businesses that Brink’s sold or shut down in 2013. Interest expense included in discontinued operations was $0.1 million in the three months and $0.4 million in the nine months ended September 30, 2013.

(b)

The loss from operations in the nine months ended September 30, 2013, included $15.9 million of severance expenses for terminating certain employees of the German cash-in-transit operations. We contributed a portion of the cost to fund the severance payments to the business prior to the execution of the December 2013 sale transaction.

Cash-in-transit operations sold or shut down:

·	Poland (sold in March 2013)

·	Turkey (shut down in June 2013)

·	Hungary (sold in September 2013)

·	Germany (sold in December 2013)

Guarding operations sold:

·	France (January 2013)

·	Germany (July 2013)

Other operations sold:

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

·	We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD designed and installed security systems for commercial customers and had operations in China and other locations in Asia.

The results of the above disposed operations have been excluded from continuing operations and are reported as discontinued operations for the 2013 periods presented.

The table below shows the 2013 revenues by business segment which have been reclassified to discontinued operations:

	Three Months		Nine Months
	Ended September 30,		Ended September 30,
(In millions)	2013		2013

EMEA	$	17.5		67.8
North America		12.0		36.9
Asia Pacific		8.6		20.8
Total	$	38.1		125.5

Note 10 – Supplemental cash flow information

	Nine Months
	Ended September 30,
(In millions)	2014		2013

Cash paid for:
Interest	$	19.3		18.4
Income taxes		53.6		68.1

Non-cash Investing and Financing Activities

We acquired $5.9 million of armored vehicles and point of sale equipment under capital lease arrangements in the first nine months of 2014, as compared to $1.6 million of armored vehicles in the first nine months of 2013.

Note 11 – Costs associated with restructuring activities

We were recently notified by a significant customer of our Brink’s Netherlands business that it expects to terminate its contract for our Cash Management Services as of June 30, 2015. As a result, we plan to restructure our Netherlands operations during 2015. Restructuring activities are expected to include closure of up to three leased facilities, disposing of certain armored trucks and other assets, and reducing the workforce by approximately 600 employees.

Revenues from this customer were €49 million ($63 million) during the first nine months of 2014 and are expected to be €30 million ($37 million using exchange rates as of the end of September) in the first half of 2015. Revenues from the customer are projected to be less than $5 million in 2016. Revenues, profits and losses, including the restructuring charges described below, of our Netherlands business are included in the EMEA operating segment.

Estimated severance and other employee benefit costs. We currently estimate severance and other employee benefit costs could range up to $16 million (using exchange rates as of the end of September). The actual amount will depend on the number of employees that receive severance and the calculation of each employee’s severance. We recognized our best estimate of severance and other employee benefit costs as a charge of $10.5 million in the third quarter of 2014. The loss is included in Cost of revenues in our consolidated statements of income (loss) for the quarter and will be adjusted in future quarters.

We expect to begin negotiating with employee representatives in November the key terms of individual employee severance payments. The key terms include the number of years of service, monthly wages per employee and a multiplying factor. We have estimated the number of employees that will be paid severance during 2015. Our estimate has been adjusted for a projected number of employees that will not receive severance payments because they will transfer to the successor business during 2015, terminate voluntarily prior to June 2015, or elect to receive early retirement benefits instead of severance payments.

Fixed asset impairment. We recognized an impairment charge of $5.1 million during the third quarter of 2014, which reduced the fixed assets owned by the Netherlands subsidiary from a net book value of $13.7 million to $8.6 million. The impairment charge is reported in Other operating income (expense) in our consolidated statements of income (loss). Fair value was determined by the market approach, which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets, assuming the highest and best use for the asset.

Lease termination costs for branch facilities. We have not yet recognized any termination costs related to leases of facilities that we expect to close. These costs will be recognized during the period the leased facilities are substantially vacated. The contractual amount of lease termination costs projected to be owed if the facilities are closed during July 2015 is approximately $1 million.

Note 12 – Contingent matters

On June 19, 2008, a lawsuit captioned Del Valle Gurria S.C. v. Servicio Pan Americano de Protección, S.A. de C.V. was filed with the Twenty-third Civil Judge in the Federal District in Mexico (the “Court”) against Servicio Pan American de Proteccion, S.A. de C.V. (SERPAPROSA), the Mexico subsidiary that we acquired in November 2010. The plaintiff claims it is owed legal fees and corresponding value-added tax (VAT), interest and expenses related to its legal representation of SERPAPROSA in connection with tax audits conducted to the 1991, 1992 and 1994 fiscal years. On October 28, 2010, the Court issued a decision in favor of SERPAPROSA in part and the plaintiff in part, ordering SERPAPROSA to pay the plaintiff $0.4 million for its previous representation of SERPAPROSA. Between November 2010 and October 2013, the judgment was subject to multiple appeals by both parties to the Fifth Civil Court of Appeal of the Federal District in Mexico (the “Fifth Civil Court of Appeal”) and to the First Civil Collegiate Tribunal of the First Circuit in Mexico (the “First Civil Collegiate Tribunal”), and was remanded twice to the Court for determination of the fees to be paid to the plaintiff. On December 6, 2013, the Fifth Civil Court of Appeal issued a decision in favor of the plaintiff, modifying the lower court’s ruling and ordering SERPAPROSA to pay the plaintiff $7.4 million plus VAT and interest for its previous representation of SERPAPROSA. SERPAPROSA filed a constitutional injunction on January 20, 2014, with the First Civil Collegiate Tribunal. The appeal was granted in favor of SERPAPROSA on September 17, 2014, ordering SERPAPROSA to pay $1.8 million plus VAT and interest. The plaintiff filed an appeal on October 7, 2014, with the Mexico Supreme Court, which was rejected by the court on October 22, 2014; however, the plaintiff may continue to assert appeals. The Company has accrued $1.8 million, reflecting the Company’s best estimate of exposure, although additional reasonably possible losses could be up to $10 million, based on currency exchange rates at September 30, 2014. The ultimate resolution of this matter is unknown and the estimated liability may change in the future. The Company denies the allegations asserted by the plaintiff and is vigorously defending itself in this matter.

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

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:

·	Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables

·	ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services

·	Global Services – secure international transportation of valuables

·	Cash Management Services

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

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

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

o	Check imaging services for banking customers

·	Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s – operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout™ e-commerce online payment services

·	Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

Brink’s reports its financial results in four segments: Latin America; Europe, Middle East and Africa (“EMEA”); North America and Asia Pacific.

RESULTS OF OPERATIONS

Consolidated Review

Non-GAAP and Adjusted Non-GAAP Results

Non-GAAP and Adjusted 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 2014, 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 purpose of Adjusted Non-GAAP results is to report historical Non-GAAP information assuming that our Venezuelan operations had been remeasured using a rate of 50 bolivars to the U.S. dollar.

The Non-GAAP and Adjusted Non-GAAP information provides 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. In addition, Brink’s believes the measures will help investors assess the ongoing operations. Non-GAAP and Adjusted 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. Amounts reported for prior periods have been updated in this filing to present information consistently for all periods presented.

The adjustments are described in detail and are reconciled to our GAAP results on pages 37 – 41.

Consolidated projections of Non-GAAP targets for 2016 (including segment margin, segment operating profit, and EPS) are not reconciled to GAAP counterparts because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable effort.

	Third Quarter						%			Nine Months						%
(In millions, except for per share amounts)	2014			2013			Change			2014			2013			Change

GAAP
Revenues	$	913.1			982.4			(7	)	$	2,806.2			2,902.8			(3	)
Segment operating profit (loss)(a)		17.0			79.9			(79	)		(11.4	)		168.6		unfav
Non-segment income (expense)		30.5			(20.7	)	fav				(2.9	)		(59.3	)		(95	)
Operating profit (loss)		47.5			59.2			(20	)		(14.3	)		109.3		unfav
Income (loss) from continuing operations(b)		18.7			29.8			(37	)		(37.4	)		45.9		unfav
Diluted EPS from continuing operations(b)		0.38			0.61			(38	)		(0.76	)		0.94		unfav

Non-GAAP(c)
Revenues	$	913.1			982.4			(7	)	$	2,806.2			2,902.8			(3	)
Segment operating profit(a)		38.4			82.3			(53	)		146.6			188.8			(22	)
Non-segment expense		(12.7	)		(11.3	)		12			(35.8	)		(30.3	)		18
Operating profit		25.7			71.0			(64	)		110.8			158.5			(30	)
Income from continuing operations(b)		9.6			33.9			(72	)		42.3			73.1			(42	)
Diluted EPS from continuing operations(b)		0.19			0.69			(72	)		0.86			1.49			(42	)

Non-GAAP results are reconciled to the applicable GAAP results on pages 37 – 41. 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 24 and 27 reconcile the measurement to operating profit, a GAAP measure. Disclosure of total segment operating profit enables investors to assess the total operating performance of Brink’s excluding non-segment income and expense. Forward-looking estimates related to total segment operating profit and non-segment income (expense) for 2014 are provided on page 35.

(b)	Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.

(c)

These Non-GAAP results for 2014 reflect Venezuela’s local earnings translated at 6.3 bolivars to the U.S. dollar through March 23, 2014, and at approximately 50 bolivars to the U.S. dollar from March 24 to September 30, 2014. Also see pages 37 – 41 for Non-GAAP Results Adjusted for Venezuelan Results at 50 Bolivars per U.S. dollar for hypothetical historical results had we used a rate of 50 to translate Venezuela’s results for all periods in 2013 and 2014.

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.

Overview

	Third Quarter				% Change						Nine Months				% Change
(In millions)	2014		2013		Total			Organic			2014		2013		Total			Organic

Revenues by region:

Latin America:
Mexico	$	100.8		110.1		(8	)		(7	)	$	310.8		338.2		(8	)		(5	)
Brazil		116.3		92.4		26			25			331.5		284.6		16			26
Venezuela		25.1		114.7		(78	)		74			178.7		306.3		(42	)		73
Other		101.0		106.6		(5	)		10			297.1		321.2		(8	)		10
Total		343.2		423.8		(19	)		26			1,118.1		1,250.3		(11	)		25

EMEA:
France		139.2		139.8		-			-			414.1		403.7		3			-
Other		164.3		161.4		2			2			490.3		468.7		5			3
Total		303.5		301.2		1			1			904.4		872.4		4			1

North America:
U.S.		181.8		175.6		4			4			537.9		529.4		2			2
Canada		46.1		46.9		(2	)		3			135.8		142.6		(5	)		2
Total		227.9		222.5		2			3			673.7		672.0		-			2

Asia Pacific		38.5		34.9		10			10			110.0		108.1		2			4

Total Revenues	$	913.1		982.4		(7	)		13		$	2,806.2		2,902.8		(3	)		12

Amounts may not add due to rounding. Organic percentage change in revenue is equal to the total percentage change in revenue less the change associated with acquisitions and dispositions and less the change in revenues due to foreign currency exchange fluctuations as described in the note to the table on page 24.

GAAP

Third Quarter

Our revenues decreased $69.3 million or 7% and our operating profit decreased $11.7 million or 20% in the third quarter of 2014. Revenues decreased due to unfavorable changes in currency exchange rates, partially offset by organic growth in our Latin America segment.

Cost of revenues decreased 2% to $770.9 million primarily due to currency devaluation in Venezuela, partially offset by severance charges related to the restructuring of our Netherlands operations, revenue-related growth in Brazil and a loss of $10.4 million related to the theft loss in Chile. Selling, general and administrative costs decreased 4% to $135.5 million primarily due to currency devaluation in Venezuela.

Operating profit decreased primarily due to an organic decrease in our Latin America segment, unfavorable changes in currency exchange rates and severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million), partially offset by the gain on sale of our minority interest in a CIT business in Peru ($44.3 million). 2014 results also included a loss of $10.4 million related to the theft loss in Chile.

Our income from continuing operations in 2014 decreased $11.1 million compared to 2013 primarily due to the operating profit decrease mentioned above, partially offset by the income tax and noncontrolling interest impact of the profit decrease.

Our earnings per share from continuing operations was $0.38, down from $0.61 in 2013.

Nine Months

Our revenues decreased $96.6 million or 3% and our operating profit decreased $123.6 million, resulting in a loss in the first nine months of 2014. Revenues decreased due to unfavorable changes in currency exchange rates, partially offset by organic growth in our Latin America segment.

Cost of revenues decreased 2% to $2,321.1 million as revenue-related growth in Brazil and severance charges related to the restructuring of our Netherlands operations were offset by devaluation in Venezuela. Selling, general and administrative costs decreased by $2.0 million to $416.0 million as devaluation in Venezuela was partially offset by higher overall stock compensation expense.

Operating profit decreased primarily due to a larger charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency ($121.6 million in 2014 versus $13.4 million in 2013). The higher Venezuela remeasurement charge, other unfavorable changes in currency exchange rates, severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million) and an organic decrease in our Latin America segment were partially offset by lower non-segment expenses, including the gain on sale of our minority interest in a CIT business in Peru ($44.3 million).

Our income from continuing operations in 2014 decreased $83.3 million compared to 2013 primarily due to the operating profit decrease mentioned above, partially offset by the income tax and noncontrolling interest impact of the profit decrease.

Our earnings per share from continuing operations was ($0.76), down from $0.94 in 2013.

Non-GAAP

Non-GAAP results include the following adjustments:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2014			2013			2014			2013

GAAP Diluted EPS	$	0.38			0.61			(0.76	)		0.94
Exclude expenses related to currency devaluation in Venezuela		0.06			-			1.71			0.18
Exclude U.S. retirement plan expenses		0.05			0.16			0.17			0.48
Exclude employee benefit settlement losses		0.04			0.01			0.07			0.02
Exclude gains and losses on acquisitions, dispositions, and closures		(0.25	)		(0.05	)		(0.28	)		(0.13	)
Exclude share-based compensation adjustment		(0.03	)		-			0.04			-
Adjust quarterly tax rate to full-year average rate		(0.06	)		(0.04	)		(0.08	)		-
Non-GAAP Diluted EPS	$	0.19			0.69			0.86			1.49

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 37 – 41.

Third Quarter

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

Our operating profit decreased $45.3 million or 64% primarily due to an organic decrease in our Latin America segment and unfavorable changes in currency exchange rates. 2014 results also included a loss of $10.4 million related to the theft loss in Chile.

Our income from continuing operations in 2014 decreased 72% primarily due to the operating profit decrease mentioned above, partially offset by the income tax and noncontrolling interest impact of the profit decrease.

Our earnings per share from continuing operations was $0.19, down from $0.69 in 2013.

Nine Months

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

Our operating profit decreased $47.7 million or 30% due to unfavorable changes in currency exchange rates, an organic profit decrease in our Latin America segment and increased non-segment expenses.

Our income from continuing operations in 2014 decreased 42% due to lower operating profit, partially offset by the income tax and noncontrolling interest impact of the profit decrease.

Our earnings per share from continuing operations was $0.86, down from $1.49 in 2013.

Outlook for 2014

GAAP

Overall

Our organic revenue growth rate for 2014 is expected to be in the 11% to 13% range, and our estimate of the negative impact of changes in currency exchange rates on revenue is in the 17% to 19% range. We expect our revenue to be $3.7 billion in 2014. Our operating segment margin is expected to be in the 1.0% to 2.0% range.

We recently offered eligible pension plan participants the option of receiving the value of their pension benefit in a lump-sum payment or a reduced annuity. As a result, we expect to incur a fourth-quarter non-cash settlement charge against our GAAP earnings of between $50 million and $65 million. The amount of the charge depends on the final number of participants who choose one of these options and actuarial assumptions at the remeasurement date.

We continue to focus on reducing the cost structure of our business to achieve our 2016 financial targets, which may increase severance and other costs.

By Segment

Latin America organic revenue growth rate for 2014 is expected to be in the 25% to 27% range, and our estimate of the negative impact of changes in currency exchange rates on Latin America revenue is in the 38% to 42% range. Our Latin America segment margin is expected to be in the (3.0)% to (5.0)% range.

EMEA organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, and our estimate of the positive impact of changes in currency exchange rates on EMEA revenue is in the 0% to 3% range. Our EMEA segment margin is expected to be in the 5.5% to 7.5% range.

North America organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, and our estimate of the impact of changes in currency exchange rates on North America revenue is in the negative 2% to 0% range. Our North America segment margin is expected to be in the 1.5% to 2.5% range for 2014. We expect the North American margin to improve in 2015, and we have a goal to reach 7% in 2016.

Asia Pacific organic revenue growth rate for 2014 is expected to be in the 2% to 4% range, and our estimate of the negative impact of changes in currency exchange rates on Asia Pacific revenue is in the 1% to 3% range. Our Asia Pacific segment margin is expected to be in the 10.5% to 12.5% range.

Non-GAAP

Overall

Our outlook for Non-GAAP revenues is the same as our outlook for GAAP revenues. Our outlook for Non-GAAP operating segment margin is expected to be in the 5.5% to 6.0% range. Our target for 2015 is to achieve a Non-GAAP segment margin rate of 6.5% to 7.0% on revenue of approximately $3.8 billion. We are targeting Non-GAAP segment margin rate of 8% resulting in a range of $290 to $330 million of Non-GAAP segment operating profit and $2.50 to $3.00 of earnings per share by 2016.

By Segment

Our outlook for Non-GAAP revenues is the same as our outlook for GAAP revenues. Our outlook for Non-GAAP segment margin is the same as our outlook for GAAP segment margin for our Asia Pacific segment. Latin America Non-GAAP segment margin excludes the expenses related to currency devaluation in Venezuela and is expected to be in the 5.0% to 7.0% range. EMEA Non-GAAP segment margin excludes costs related to the restructuring of our operations in the Netherlands and is expected to be in the 6.5% to 8.5% range. North America Non-GAAP segment margin excludes the cost of U.S. retirement plans and is expected to be in the 2.0% to 3.0% range.

Performing Branches in U.S.

Performing branches is an internal profitability metric we use to measure our U.S. operations. During the second quarter, we revised our definition of a performing branch to better align with the industry. We considered 56% of our branches to be performing branches in the U.S. at the end of 2013. Our goal is to increase performing branches to 85% by the end of 2016. We define a performing branch as a branch that has positive operating profit after all country overhead costs have been allocated to the branches.

See page 35 for a summary of our 2014 Outlook.

Segment Operating Results

Segment Review

Third Quarter 2014 versus Third Quarter 2013

GAAP
							Acquisitions /
				Organic			Dispositions		Currency						% Change
(In millions)	3Q '13			Change			(a)		(b)			3Q '14			Total			Organic
Revenues:
Latin America	$	423.8			111.2			-		(191.8	)		343.2			(19	)		26
EMEA		301.2			2.3			-		-			303.5			1			1
North America		222.5			7.6			-		(2.2	)		227.9			2			3
Asia Pacific		34.9			3.4			-		0.2			38.5			10			10
Total	$	982.4			124.5			-		(193.8	)		913.1			(7	)		13

Operating profit:
Latin America	$	42.8			(31.4	)		-		(16.5	)		(5.1	)	unfav				(73	)
EMEA		32.1			(16.9	)		-		0.4			15.6			(51	)		(53	)
North America		0.2			1.5			-		(0.2	)		1.5		fav			fav
Asia Pacific		4.8			0.2			-		-			5.0			4			4
Segment operating profit		79.9			(46.6	)		-		(16.3	)		17.0			(79	)		(58	)
Non-segment		(20.7	)		7.2			44.0		-			30.5		fav				(35	)
Total	$	59.2			(39.4	)		44.0		(16.3	)		47.5			(20	)		(67	)

Segment operating margin:
Latin America		10.1	%										(1.5	%)
EMEA		10.7	%										5.1	%
North America		0.1	%										0.7	%
Asia Pacific		13.8	%										13.0	%
Segment operating margin		8.1	%										1.9	%

Non-GAAP
							Acquisitions /
				Organic			Dispositions		Currency						% Change
(In millions)	3Q '13			Change			(a)		(b)			3Q '14			Total			Organic
Revenues:
Latin America	$	423.8			111.2			-		(191.8	)		343.2			(19	)		26
EMEA		301.2			2.3			-		-			303.5			1			1
North America		222.5			7.6			-		(2.2	)		227.9			2			3
Asia Pacific		34.9			3.4			-		0.2			38.5			10			10
Total	$	982.4			124.5			-		(193.8	)		913.1			(7	)		13

Operating profit:
Latin America	$	42.3			(30.4	)		-		(11.7	)		0.2			(100	)		(72	)
EMEA		32.1			(1.5	)		-		0.4			31.0			(3	)		(5	)
North America		3.1			(0.7	)		-		(0.2	)		2.2			(29	)		(23	)
Asia Pacific		4.8			0.2			-		-			5.0			4			4
Segment operating profit		82.3			(32.4	)		-		(11.5	)		38.4			(53	)		(39	)
Non-segment		(11.3	)		(1.4	)		-		-			(12.7	)		12			12
Total	$	71.0			(33.8	)		-		(11.5	)		25.7			(64	)		(48	)

Segment operating margin:
Latin America		10.0	%										0.1	%
EMEA		10.7	%										10.2	%
North America		1.4	%										1.0	%
Asia Pacific		13.8	%										13.0	%
Segment operating margin		8.4	%										4.2	%

Amounts may not add due to rounding.

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

(b)

The “Currency” amount in the GAAP table is the sum of the “monthly currency changes” adjusted for any additional expense recorded under highly inflationary accounting rules. 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. Venezuela is translated to the U.S. dollar under highly inflationary accounting rules. Net monetary assets in local currency are remeasured to U.S. dollars using current exchange rates with losses recognized in earnings. Nonmonetary assets under these rules are not remeasured to a lower basis in U.S. dollars when the currency devalues. Instead, these assets retain their higher U.S. dollar historical bases and the excess basis is recognized in earnings as each asset is consumed. Both of these effects are included in “Currency” in the GAAP table. The Non-GAAP table excludes any excess basis recognized in earnings as the nonmonetary assets are consumed.

Segment Review

Third Quarter 2014 versus Third Quarter 2013

Total Segment Operating Profit

GAAP

Revenue decreased 7% to $913.1 million due primarily to unfavorable changes in currency exchange rates partially offset by organic growth of 26% in our Latin America segment.

Segment operating profit decreased 79% to $17.0 million reflecting the negative impact of organic decreases in our Latin America segment, changes in currency exchange rates, and severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million).

Non-GAAP

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

Segment operating profit decreased 53% to $38.4 million due to organic decreases in our Latin America segment and the negative impact of changes in currency exchange rates.

Latin America

GAAP

Revenue in Latin America decreased 19% ($80.6 million) due to unfavorable currency impact ($191.8 million) primarily driven by devaluation in Venezuela, partially offset by 26% organic growth ($111.2 million) driven by inflation-based price increases in Venezuela and Argentina, and volume and price growth in Brazil.

Latin America operating profit decreased $47.9 million to an operating loss of $5.1 million due to:

·	organic decreases in Venezuela, Mexico and Brazil,

·	unfavorable currency impact ($16.5 million), and

·	higher security costs.

Non-GAAP

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

Latin America operating profit decreased 100% ($42.1 million) due to:

·	organic decreases in Venezuela, Brazil and Mexico,

·	unfavorable currency impact ($11.7 million), and

·	higher security costs.

EMEA

GAAP

Revenue increased 1% ($2.3 million) due to organic growth in Germany and Russia, mostly offset by lower volumes in our Global Services line of business.

EMEA operating profit decreased 51% ($16.5 million) due to severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million), higher security costs and lower profits in France, partially offset by organic profit growth in the Netherlands (excluding the severance and asset impairment charges) and Germany.

Non-GAAP

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

EMEA operating profit decreased 3% ($1.1 million) due to higher security costs and lower profits in France, partially offset by organic profit growth in the Netherlands and Germany.

North America

GAAP

Revenue in North America increased 2% ($5.4 million) as organic growth in the United States and Canada offset unfavorable currency impact ($2.2 million).

Operating profit increased $1.3 million as lower pension costs and improvement from cost efficiency measures were offset by lower CIT demand and continued pricing pressure in the U.S., investments in our Global Payments line of business and higher security costs.

Non-GAAP

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

Operating profit decreased $0.9 million due to lower CIT demand and continued pricing pressure in the U.S., investments in our Global Payments line of business and higher security costs, offset by improvement from cost efficiency measures.

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

Asia Pacific

GAAP

Revenue in Asia Pacific increased 10% due to organic growth across the region.

Operating profit increased 4%.

Non-GAAP

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

Operating profit increased 4%.

Segment Review

Nine Months 2014 versus Nine Months 2013

Nine Months
GAAP
							Acquisitions /
				Organic			Dispositions		Currency						% Change
(In millions)	YTD '13			Change			(a)		(b)			YTD '14			Total			Organic
Revenues:
Latin America	$	1,250.3			313.5			-		(445.7	)		1,118.1			(11	)		25
EMEA		872.4			11.4			-		20.6			904.4			4			1
North America		672.0			11.1			-		(9.4	)		673.7			-			2
Asia Pacific		108.1			4.7			-		(2.8	)		110.0			2			4
Total	$	2,902.8			340.7			-		(437.3	)		2,806.2			(3	)		12

Operating profit (loss):
Latin America	$	90.6			(13.3	)		-		(158.7	)		(81.4	)	unfav				(15	)
EMEA		59.4			(13.0	)		-		1.3			47.7			(20	)		(22	)
North America		4.5			4.4			-		(0.6	)		8.3			84			98
Asia Pacific		14.1			-			-		(0.1	)		14.0			(1	)		-
Segment operating profit		168.6			(21.9	)		-		(158.1	)		(11.4	)	unfav				(13	)
Non-segment		(59.3	)		13.5			42.9		-			(2.9	)		(95	)		(23	)
Total	$	109.3			(8.4	)		42.9		(158.1	)		(14.3	)	unfav				(8	)

Segment operating (loss) margin:
Latin America		7.2	%										(7.3	%)
EMEA		6.8	%										5.3	%
North America		0.7	%										1.2	%
Asia Pacific		13.0	%										12.7	%
Segment operating margin		5.8	%										(0.4	%)

Non-GAAP
							Acquisitions /
				Organic			Dispositions		Currency						% Change
(In millions)	YTD '13			Change			(a)		(b)			YTD '14			Total			Organic
Revenues:
Latin America	$	1,250.3			313.5			-		(445.7	)		1,118.1			(11	)		25
EMEA		872.4			11.4			-		20.6			904.4			4			1
North America		672.0			11.1			-		(9.4	)		673.7			-			2
Asia Pacific		108.1			4.7			-		(2.8	)		110.0			2			4
Total	$	2,902.8			340.7			-		(437.3	)		2,806.2			(3	)		12

Operating profit:
Latin America	$	102.1			(9.7	)		-		(34.8	)		57.6			(44	)		(10	)
EMEA		59.4			2.9			-		1.3			63.6			7			5
North America		13.2			(1.3	)		-		(0.6	)		11.3			(14	)		(10	)
Asia Pacific		14.1			0.1			-		(0.1	)		14.1			-			1
Segment operating profit		188.8			(8.0	)		-		(34.2	)		146.6			(22	)		(4	)
Non-segment		(30.3	)		(5.5	)		-		-			(35.8	)		18			18
Total	$	158.5			(13.5	)		-		(34.2	)		110.8			(30	)		(9	)

Segment operating margin:
Latin America		8.2	%										5.2	%
EMEA		6.8	%										7.0	%
North America		2.0	%										1.7	%
Asia Pacific		13.0	%										12.8	%
Segment operating margin		6.5	%										5.2	%

Amounts may not add due to rounding.

See page 24 for footnote explanations.

Segment Review

Nine Months 2014 versus Nine Months 2013

Total Segment Operating Profit

GAAP

Revenue decreased 3% to $2,806.2 million due primarily to unfavorable changes in currency exchange rates partially offset by organic growth of 25% in our Latin America segment.

Segment operating profit decreased to a loss of $11.4 million reflecting the negative impact of changes in currency exchange rates, severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million) and organic decreases in our Latin America segment. The first nine months of 2014 include a $121.6 million charge related to the remeasurement of net monetary assets due to a devaluation of Venezuela currency versus a charge of $13.4 million in 2013.

2014 results included a charge of $10.4 million related to the theft loss in Chile. This charge impacted the Latin America segment by $4.5 million, the EMEA segment by $3.1 million, the North America segment by $2.3 million and the Asia Pacific segment by $0.5 million. 2013 results included a charge of $18.7 million related to a robbery in Brussels, Belgium. This charge impacted the Latin America segment by $5.9 million, the EMEA segment by $8.5 million, the North America segment by $3.5 million and the Asia Pacific segment by $0.8 million.

Non-GAAP

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

Segment operating profit decreased 22% ($42.2 million) reflecting the unfavorable impact of currency changes and lower organic profits in our Latin America segment.

2014 results included a charge of $10.4 million related to the theft loss in Chile. This charge impacted the Latin America segment by $4.5 million, the EMEA segment by $3.1 million, the North America segment by $2.3 million and the Asia Pacific segment by $0.5 million. 2013 results included a charge of $18.7 million related to the robbery in Brussels, Belgium. This charge impacted the Latin America segment by $5.9 million, the EMEA segment by $8.5 million, the North America segment by $3.5 million and the Asia Pacific segment by $0.8 million.

Latin America

GAAP

Latin America revenue decreased 11% ($132.2 million) due to unfavorable currency impact ($445.7 million) partially offset by organic growth of 25% ($313.5 million) driven by inflation-based price increases in Venezuela and Argentina, and volume and price growth in Brazil.

Latin America had an operating loss of $81.4 million compared to operating profit of $90.6 million in 2013 due to unfavorable currency impact ($158.7 million), including a larger charge for the remeasurement of net monetary assets in Venezuela in 2014 versus 2013 ($108.2 million), and lower organic results in Mexico and Chile, partially offset by improved organic results in Argentina, Brazil and Venezuela.

Non-GAAP

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

Latin America operating profit decreased 44% ($44.5 million) due primarily to unfavorable currency impact ($34.8 million) and lower organic results in Mexico and Chile, partially offset by organic improvements in Argentina, Brazil and Venezuela.

EMEA

GAAP

EMEA revenue increased 4% ($32.0 million) due to favorable changes in currency exchange rates ($20.6 million) and organic revenue growth ($11.4 million). Organic growth was driven by increased volumes in Russia and Ireland.

EMEA operating profit decreased 20% ($11.7 million) due to severance and asset impairment charges related to the restructuring of our Netherlands operations due to the loss of a customer ($15.6 million) and lower profits in France, Switzerland and the United Kingdom, partially offset by higher profits in the Netherlands (excluding the severance and asset impairment charges) and Germany.

Non-GAAP

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

EMEA operating profit increased 7% ($4.2 million) due to higher profits in the Netherlands and Germany, partially offset by lower profits in France, Switzerland and the United Kingdom.

North America

GAAP

Revenues in North America were flat to 2013 as organic increases in the United States and Canada were mostly offset by unfavorable currency impact ($9.4 million).

Operating profit increased $3.8 million due to lower pension costs and improvement from cost efficiency measures, which were partially offset by lower CIT demand and continued pricing pressure in the U.S. and investments in our Global Payments business.

Non-GAAP

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

Operating profit decreased $1.9 million due to lower CIT demand and continued pricing pressure in the U.S. and investments in our Global Payments line of business, which were partially offset by improvement from cost efficiency measures.

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

Asia Pacific

GAAP

Revenue in Asia Pacific increased 2% ($1.9 million) due mainly to organic growth across the region partially offset by unfavorable currency impact ($2.8 million).

Operating profit was flat.

Non-GAAP

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

Operating profit was flat.

Non-segment Income (Expense)

GAAP	Three Months									Nine Months
	Ended September 30,						%			Ended September 30,						%
(In millions)	2014			2013			change			2014			2013			change

General and administrative	$	(11.9	)		(11.8	)		1			(38.5	)		(31.7	)		21
Retirement costs (primarily former operations)		(2.9	)		(10.3	)		(72	)		(10.5	)		(31.0	)		(66	)
Royalty income		0.4			0.5			(20	)		1.2			1.4			(14	)
Gains on dispositions of property and other investments		44.9			-		fav				44.9			-		fav
Gains on business acquisitions		-			0.9			(100	)		-			2.0			(100	)
Non-segment income (expense)	$	30.5			(20.7	)	fav				(2.9	)		(59.3	)		(95	)

Third Quarter

We recognized $30.5 million in non-segment income in the third quarter of 2014 compared to expense of $20.7 million in the prior year period. The income in 2014 was mainly due to the $44.3 million gain on the sale of our equity interest in a CIT business in Peru and lower retirement costs ($7.4 million).

Nine Months

Non-segment expenses in the first nine months of 2014 were $56.4 million lower than 2013 due to the

$44.3 million gain on the sale of our equity interest in a CIT business in Peru and lower retirement costs ($20.5 million),

partially offset by:

·	higher overall stock compensation expense ($4.6 million) including a cumulative accounting adjustment versus the prior year period, and

·	favorable purchase price adjustments in 2013 primarily related to a 2010 purchase of a CIT business in Mexico ($1.1 million) and a January 2013 purchase of a payments business in Brazil ($0.9 million).

Outlook for 2014

We estimate that non-segment expenses on a GAAP basis will be $18 million in 2014, a decrease from 2013 primarily as a result of the gain on the sale of our equity interest in a CIT business in Peru and lower retirement costs. See page 35 for a summary of our 2014 Outlook.

Non-GAAP	Three Months									Nine Months
	Ended September 30,						%			Ended September 30,						%
(In millions)	2014			2013			change			2014			2013			change

General and administrative	$	(13.1	)		(11.8	)		11			(37.0	)		(31.7	)		17
Royalty income		0.4			0.5			(20	)		1.2			1.4			(14	)
Non-segment income (expense)	$	(12.7	)		(11.3	)		12			(35.8	)		(30.3	)		18

Third Quarter

Non-segment expenses on a Non-GAAP basis in the third quarter of 2014 were $1.4 million higher compared to third quarter of 2013, due to higher general and administrative costs ($1.3 million) primarily related to higher stock compensation expense.

Nine Months

Non-segment expenses on a Non-GAAP basis in the first nine months of 2014 were $5.5 million higher than 2013, due to higher general and administrative costs ($5.3 million) primarily related to a reduction of accrued benefits in the first quarter of 2013 and higher overall stock compensation expense.

Outlook for 2014

We estimate that non-segment expenses on a Non-GAAP basis will be $47 million in 2014, up slightly from 2013. See page 35 for a summary of our 2014 Outlook.

Foreign Operations

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

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

Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar.

From time to time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At September 30, 2014, the notional value of our shorter term outstanding foreign currency contracts was $48.3 million with remaining weighted average contract maturities of approximately 1 month. These shorter term foreign currency contracts primarily offset exposures in the Mexican peso and Euro. Additionally, these shorter term contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings. We recognized losses of $0.7 million on such contracts in the first nine months of 2014. At September 30, 2014, the fair value of these shorter term foreign currency contracts was not significant.

We also have a longer term cross currency swap contract to hedge exposure in Brazilian real which is designated as a cash flow hedge for accounting purposes. At September 30, 2014, the notional value of this longer term contract was $20.9 million with a weighted average maturity of 1.8 years. We recognized net losses of $0.2 million on this contract, of which gains of $0.6 million were included in other operating income (expense) to offset transaction losses of $0.6 million and expenses of $0.8 million were included in interest and other income (expense) in the first nine months of 2014. At September 30, 2014, the fair value of the longer term cross currency swap was an asset of $4.3 million.

See note 1 to the consolidated financial statements for a description of Venezuelan government currency processes and restrictions, their effect on our operations, and how we account for currency remeasurement for our Venezuelan subsidiaries.

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)	2014			2013			change			2014			2013			change

Share in earnings of equity affiliates	$	1.4			1.7			(18	)		4.1			5.0			(18	)
Royalty income		0.4			0.5			(20	)		1.2			1.4			(14	)
Foreign currency items:
Transaction losses		(0.9	)		(5.0	)		(82	)		(126.8	)		(19.5	)	unfav
Hedge gains (losses)		(0.1	)		0.3		unfav				(0.7	)		(0.2	)	unfav
Gains on business acquisitions		-			0.9			(100	)		-			2.0			(100	)
Gains on disposition of property and other investments		45.0			0.4		fav				45.5			0.7		fav
Impairment losses		(6.3	)		-		unfav				(6.8	)		-		unfav
Other		1.3			2.4			(46	)		0.1			3.2			(97	)
Other operating income (expense)	$	40.8			1.2		fav				(83.4	)		(7.4	)	unfav

Third Quarter

Other operating income was higher by $39.6 million in the third quarter of 2014 than the third quarter of 2013 mainly as a result of

·	a $44.3 million gain on the sale of our equity interest in a CIT business in Peru, and

·	$4.1 million in higher foreign currency transaction losses in 2013,

partially offset by

·	$6.3 million in impairment losses in the 2014 period, including $5.1 million related to property and equipment in the Netherlands (see note 11 to the consolidated financial statements for more information on the restructuring in the Netherlands).

Nine Months

Other operating expense increased in the first nine months of 2014 primarily as a result of the remeasurement of net monetary assets in Venezuela due to the adoption of the government’s SICAD II currency exchange process partially offset by the gain on the sale of our interest in the Peru CIT business. See note 1 to the consolidated financial statements for a description of the change in currency exchange processes and rates in Venezuela.

Nonoperating Income and Expense

Interest expense

	Three Months			Nine Months
	Ended September 30,		%	Ended September 30,		%
(In millions)	2014	2013	change	2014	2013	change

Interest expense	$6.6	6.5	2	18.3	18.3	-

Outlook for 2014

We expect our interest expense to be between $24 million and $26 million in 2014. See page 35 for a summary of our 2014 outlook

Interest and other income (expense)

	Three Months									Nine Months
	Ended September 30,						%			Ended September 30,						%
(In millions)	2014			2013			change			2014			2013			change

Interest income	$	0.6			0.7			(14	)		2.1			2.0			5
Gain on sale of available-for-sale securities		0.2			0.1			100			0.3			0.3			-
Foreign currency hedge losses		(0.3	)		(0.3	)		-			(0.8	)		(0.8	)		-
Other		(0.1	)		(0.2	)		(50	)		(0.9	)		(0.3	)	unfav
Interest and other income (expense)	$	0.4			0.3			33			0.7			1.2			(42	)

Outlook for 2014

We expect interest and other income (expense) to be between $1 million and $2 million of income in 2014. See page 35 for a summary of our 2014 outlook.

Income Taxes

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In millions)	2014			2013			2014			2013

Continuing operations
Provision (benefit) for income taxes	$	23.2			15.0			36.9			31.1
Effective tax rate		56.2	%		28.3	%		(115.7	) %		33.7	%

2014 Compared to U.S. Statutory Rate

2013 Compared to U.S. Statutory Rate

Outlook for 2014

Due to the significant non-deductible Venezuela remeasurement charge, tax expense is projected to be more than income from continuing operations before tax on a GAAP basis, resulting in a tax rate in excess of 100%. On a Non- GAAP basis, the effective income tax rate for 2014 is expected to be between 36.5% and 39.5%. The estimated range increased by 1.5% this quarter due to the exclusion of Peru earnings as a result of the divestiture. Our effective tax rate may fluctuate materially from these estimates due to changes in the Venezuela foreign exchange rate (SICAD II), permanent book-tax differences, changes in the expected geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies and other factors. See page 35 for a summary of our 2014 outlook.

Noncontrolling Interests

	Three Months						Nine Months
	Ended September 30,					%	Ended September 30,					%
(In millions)	2014			2013		change	2014			2013		change

Net income (loss) attributable to noncontrolling interests	$	(0.6	)		8.2	unfav		(31.4	)		15.2	unfav

The net loss attributable to noncontrolling interests in the third quarter and first nine months of 2014 was primarily due to net losses of our Venezuelan subsidiary. As a result of the March 2014 currency devaluation in Venezuela, we recognized $121.6 million of currency exchange losses from the remeasurement of net monetary assets and another $16.3 million of expense related to nonmonetary assets in the first nine months of 2014. Nonmonetary assets were not remeasured to a lower basis when the currency devalued. Instead, under highly inflationary accounting rules, these assets retained their higher historical bases, with the excess recognized in earnings as the asset is consumed. The after-tax effect of these losses attributable to noncontrolling interests was $2.0 million in the third quarter of 2014 and $46.0 million in the first nine months of 2014.

Outlook for 2014

We expect the net loss attributable to noncontrolling interests to be $25 million to $29 million on a GAAP basis in 2014 as compared to net income of $24 million in 2013. The 2014 loss attributable to noncontrolling interests is principally due to the remeasurement of net monetary assets in the first quarter for Venezuela.

We expect the net income attributable to noncontrolling interests to be $18 million to $22 million on a Non-GAAP basis in 2014 as compared to $29 million in 2013. The lower net income attributable to noncontrolling interests in 2014 is due to lower forecasted U.S. dollar earnings for Venezuela in 2014 as a result of less-favorable rates used to translate local results. See page 35 for a summary of our 2014 Outlook.

Outlook

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

Organic revenue growth
	Latin America			17 %		25– 27%		17 %		25– 27%
	EMEA			2		0 – 2		2		0 – 2
	North America			1		0 – 2		1		0 – 2
	Asia Pacific			11		2 – 4		11		2 – 4
		Total		8		11 – 13		8		11 – 13

Currency impact on revenue
	Latin America		(9)%		(38) – (42)%		(9)%		(38) – (42)%
	EMEA			2		0 – 3		2		0 – 3
	North America			(1)		(2) – 0		(1)		(2) – 0
	Asia Pacific			(5)		(1) – (3)		(5)		(1) – (3)
		Total		(3)		(17) – (19)		(3)		(17) – (19)

Total revenues			$	3,942		~3.7 billion	$	3,942		~3.7 billion

Segment margin
	Latin America(a)			8.7 %		(3.0) – (5.0)%		9.5 %		5.0 – 7.0%
	EMEA(b)			6.9		5.5 – 7.5		6.9		6.5 – 8.5
	North America(c)			0.5		1.5 – 2.5		1.8		2.0 – 3.0
	Asia Pacific			11.5		10.5 – 12.5		12.2		10.5 – 12.5
		Total		6.4		1.0 – 2.0		7.1		5.5 – 6.0

Non-segment expense
	General and administrative(d)		$	45		51	$	45		49
	Retirement plans(c)			41		14		-		-
	Acquisition and disposition gains(e)			(3)		(45)		-		-
	Royalty income			(2)		(2)		(2)		(2)
		Non-segment expense	$	81		18	$	43		47

Effective income tax rate(a)(b)(c)(d)(e)				35 %		100%+		34 %		36.5% – 39.5%

Interest expense			$	25		24 – 26	$	25		24 – 26

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

Net income attributable to
	noncontrolling interests(a)		$	24		(25) – (29)	$	29		18 – 22

Fixed assets acquired
	Capital expenditures		$	178		150 – 160	$	178		150 – 160
	Capital leases(f)			5		10		5		10
		Total	$	183		160 – 170	$	183		160 – 170

Depreciation and amortization			$	174		170 – 175	$	174		170 – 175

Amounts may not add due to rounding.

(a)	Expenses related to currency devaluation in Venezuela ($138 million in 2014 and $15 million in 2013) have been excluded from Non-GAAP and Adjusted Non-GAAP results.

(b)	$16 million in pretax charges related to the planned restructuring of our business in the Netherlands have been excluded from Non-GAAP and Adjusted Non-GAAP results.

(c)

Costs related to U.S. retirement plans have been excluded from Non-GAAP and Adjusted Non-GAAP results including $12 million in 2013 and $4 million in 2014 related to North America, and $41 million in 2013 and $14 million in 2014 related to non-segment expense. We expect to record a non-cash settlement charge in the fourth quarter of 2014 related to the U.S. pension plan. The charge, which is projected to be between $50 million and $65 million, has been excluded from 2014 estimated GAAP and Non-GAAP results.

(d)	Accounting adjustments to revise share-based compensation from fixed to variable fair value accounting ($2 million) have been excluded from Non-GAAP and Adjusted Non-GAAP results.

(e)	Acquisition and disposition gains and losses are excluded from Non-GAAP results and Adjusted Non-GAAP results.

(f)	Includes capital leases for newly acquired assets only.

For more information about our outlook, see:

·	pages 22 – 23 for organic revenue growth

·	pages 22 – 23 for segment operating margin

·	page 30 for non-segment expenses

·	page 32 for interest expense

·	page 32 for interest income and other income (expense)

·	page 33 for effective income tax rate

·	page 34 for net income attributable to noncontrolling interests

·	page 43 for fixed assets acquired, depreciation and amortization

Supplemental Outlook Information – Non-GAAP Adjusted for Venezuela Results at 50 Bolivars per USD

				Adjusted Non-GAAP
(In millions except as noted)				Full-Year 2014
				Estimate
Organic revenue growth
	Latin America			12 – 14%
	EMEA			0 – 2
	North America			0 – 2
	Asia Pacific			2 – 4
		Total		4 – 6

Currency impact on revenue
	Latin America			(8) – (10)%
	EMEA			0 – 3
	North America			(2) – 0
	Asia Pacific			(1) – (3)
		Total		(3) – (5)

Total revenues			$	~3.6 billion

Segment margin
	Latin America(a)			4.0 – 6.0%
	EMEA(b)			6.5 – 8.5
	North America(c)			2.0 – 3.0
	Asia Pacific			10.5 – 12.5
		Total		5.0 – 5.5

Non-segment expense:
	General and administrative(d)		$	49
	Royalty income			(2)
		Non-segment expense	$	47

Effective income tax rate(a)(b)(c)(d)				40% – 43%

Interest expense			$	24 – 26

Interest and other income (expense)			$	1 – 2

Net income (loss) attributable to
	noncontrolling interests(a)		$	10 – 14

Fixed assets acquired:
	Capital expenditures		$	150 – 160
	Capital leases(f)			10
		Total	$	160 – 170

Depreciation and amortization			$	170 – 175

Amounts may not add due to rounding. See page 35 for notes.

Non-GAAP and Adjusted Non-GAAP(h) Results – Reconciled to Amounts Reported under GAAP

Non-GAAP and Adjusted Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with GAAP. See page 20 for more information.

		GAAP Basis			Expenses Related to Currency Devaluation in Venezuela (a)		Gains/ Losses on Acquisitions and Dispositions (b)			Employee Benefit Settlement Losses (c)		U.S. Retirement Plans (d)		Share-based Compen- sation Adjust- ment (e)		Adjust Income Tax Rate (f)			Non-GAAP Basis			Adjust Venezuela to 50 Bolivars to the U.S. Dollar (g)			Adjusted Non-GAAP Basis (h)

	First Quarter 2014
Revenues:
Latin America		$	438.4			-		-			-		-		-		-			438.4			(113.1	)		325.3
EMEA			298.0			-		-			-		-		-		-			298.0			-			298.0
North America			220.1			-		-			-		-		-		-			220.1			-			220.1
Asia Pacific			35.1			-		-			-		-		-		-			35.1			-			35.1
Revenues		$	991.6			-		-			-		-		-		-			991.6			(113.1	)		878.5

Operating profit:
Latin America		$	(74.8	)		123.3		(1.2	)		0.9		-		-		-			48.2			(28.9	)		19.3
EMEA			14.8			-		-			-		-		-		-			14.8			-			14.8
North America			1.1			-		-			-		1.2		-		-			2.3			-			2.3
Asia Pacific			4.4			-		-			-		-		-		-			4.4			-			4.4
Segment operating profit			(54.5	)		123.3		(1.2	)		0.9		1.2		-		-			69.7			(28.9	)		40.8
Non-segment			(18.0	)		-		-			-		4.8		-		-			(13.2	)		-			(13.2	)
Operating profit		$	(72.5	)		123.3		(1.2	)		0.9		6.0		-		-			56.5			(28.9	)		27.6

Amounts attributable to Brink’s:
Income from continuing operations		$	(58.4	)		74.9		(1.2	)		0.6		3.8		-		0.8			20.5			(10.8	)		9.7
Diluted EPS – continuing operations			(1.19	)		1.53		(0.02	)		0.01		0.08		-		0.02			0.42			(0.22	)		0.20

	Second Quarter 2014
Revenues:
Latin America		$	336.5			-		-			-		-		-		-			336.5			-			336.5
EMEA			302.9			-		-			-		-		-		-			302.9			-			302.9
North America			225.7			-		-			-		-		-		-			225.7			-			225.7
Asia Pacific			36.4			-		-			-		-		-		-			36.4			-			36.4
Revenues		$	901.5			-		-			-		-		-		-			901.5			-			901.5

Operating profit:
Latin America		$	(1.5	)		9.8		(0.6	)		0.9		-		0.6		-			9.2			-			9.2
EMEA			17.3			-		-			-		-		0.5		-			17.8			-			17.8
North America			5.7			-		-			-		0.8		0.3		-			6.8			-			6.8
Asia Pacific			4.6			-		-			-		-		0.1		-			4.7			-			4.7
Segment operating profit			26.1			9.8		(0.6	)		0.9		0.8		1.5		-			38.5			-			38.5
Non-segment			(15.4	)		-		-			-		2.8		2.7		-			(9.9	)		-			(9.9	)
Operating profit		$	10.7			9.8		(0.6	)		0.9		3.6		4.2		-			28.6			-			28.6

Amounts attributable to Brink’s:
Income from continuing operations		$	2.3			6.0		(0.6	)		0.8		2.3		3.4		(2.0	)		12.2			(0.7	)		11.5
Diluted EPS – continuing operations			0.05			0.12		(0.02	)		0.02		0.05		0.07		(0.04	)		0.25			(0.01	)		0.23

Non-GAAP and Adjusted Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)

		GAAP Basis			Expenses Related to Currency Devaluation in Venezuela (a)		Gains/ Losses on Acquisitions and Dispositions (b)			Employee Benefit Set- tlement Losses (c)		U.S. Retirement Plans (d)		Share-based Compen- sation Adjust- ment (e)			Adjust Income Tax Rate (f)			Non-GAAP Basis			Adjust Venezuela to 50 Bolivars to the U.S. Dollar (g)			Adjusted Non-GAAP Basis (h)

	Third Quarter 2014
Revenues:
Latin America		$	343.2			-		-			-		-		-			-			343.2			-			343.2
EMEA			303.5			-		-			-		-		-			-			303.5			-			303.5
North America			227.9			-		-			-		-		-			-			227.9			-			227.9
Asia Pacific			38.5			-		-			-		-		-			-			38.5			-			38.5
Revenues		$	913.1			-		-			-		-		-			-			913.1			-			913.1

Operating profit:
Latin America		$	(5.1	)		4.8		(1.6	)		2.4		-		(0.3	)		-			0.2			-			0.2
EMEA			15.6			-		15.6			-		-		(0.2	)		-			31.0			-			31.0
North America			1.5			-		-			-		0.8		(0.1	)		-			2.2			-			2.2
Asia Pacific			5.0			-		-			-		-		-			-			5.0			-			5.0
Segment operating profit			17.0			4.8		14.0			2.4		0.8		(0.6	)		-			38.4			-			38.4
Non-segment			30.5			-		(44.9	)		-		2.9		(1.2	)		-			(12.7	)		-			(12.7	)
Operating profit		$	47.5			4.8		(30.9	)		2.4		3.7		(1.8	)		-			25.7			-			25.7

Amounts attributable to Brink’s:
Income from continuing operations		$	18.7			2.9		(12.0	)		1.8		2.3		(1.3	)		(2.8	)		9.6			(0.7	)		8.9
Diluted EPS – continuing operations			0.38			0.06		(0.25	)		0.04		0.05		(0.03	)		(0.06	)		0.19			(0.01	)		0.18

	Nine Months 2014
Revenues:
Latin America		$	1,118.1			-		-			-		-		-			-			1,118.1			(113.1	)		1,005.0
EMEA			904.4			-		-			-		-		-			-			904.4			-			904.4
North America			673.7			-		-			-		-		-			-			673.7			-			673.7
Asia Pacific			110.0			-		-			-		-		-			-			110.0			-			110.0
Revenues		$	2,806.2			-		-			-		-		-			-			2,806.2			(113.1	)		2,693.1

Operating profit:
Latin America		$	(81.4	)		137.9		(3.4	)		4.2		-		0.3			-			57.6			(28.9	)		28.7
EMEA			47.7			-		15.6			-		-		0.3			-			63.6			-			63.6
North America			8.3			-		-			-		2.8		0.2			-			11.3			-			11.3
Asia Pacific			14.0			-		-			-		-		0.1			-			14.1			-			14.1
Segment operating profit			(11.4	)		137.9		12.2			4.2		2.8		0.9			-			146.6			(28.9	)		117.7
Non-segment			(2.9	)		-		(44.9	)		-		10.5		1.5			-			(35.8	)		-			(35.8	)
Operating profit		$	(14.3	)		137.9		(32.7	)		4.2		13.3		2.4			-			110.8			(28.9	)		81.9

Amounts attributable to Brink’s:
Income from continuing operations		$	(37.4	)		83.8		(13.8	)		3.2		8.4		2.1			(4.0	)		42.3			(12.2	)		30.1
Diluted EPS – continuing operations			(0.76	)		1.71		(0.28	)		0.07		0.17		0.04			(0.08	)		0.86			(0.25	)		0.61

(a)

To eliminate the effects of the March 2014 currency devaluation in Venezuela as described in (g) below. Expenses eliminated from Non-GAAP results include first-quarter currency exchange losses totaling $122 million related to remeasured net monetary assets and $16 million in year-to-date expenses related to nonmonetary assets. Nonmonetary assets were not remeasured to a lower basis when the currency devalued. Instead, under highly inflationary accounting rules, these assets retained their higher historical bases, which excess is recognized in earnings as the asset is consumed.

(b)	To eliminate

·	$44.9 million in third-quarter divestiture gains primarily related to the sale of our equity investment in a CIT business in Peru.

·	$15.6 million in third-quarter charges related to the planned restructuring of our business in the Netherlands.

·	$3.8 million in equity earnings ($1.2 million in the first quarter, $1.3 million in the second quarter and $1.3 million in the third quarter) from our former investment in a CIT business in Peru.

·	a $0.7 million adjustment in the third quarter related to the decrease in a loss contingency assumed in the 2010 Mexico acquisition.

·	$1.1 million in restructuring charges ($0.7 million in the second quarter and $0.4 million in the third quarter) related to Latin American operations that are expected to be shut down within the next 12 months.

(c)	To eliminate employee benefit settlement losses in Mexico.

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

(e)

To eliminate an accounting adjustment related to share-based compensation ($4.2 million expense in the second quarter and a $1.8 million benefit in the third quarter). The accounting adjustment revises the accounting for share-based compensation from fixed to variable fair value accounting as defined in ASC Topic 718, Stock Compensation.

(f)	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 2014 is 38%.

(g)

Effective March 24, 2014, Brink’s began remeasuring its Venezuelan operating results using currency exchange rates reported under a newly established currency exchange process in Venezuela (the “SICAD II process”). The rate published for this process has averaged approximately 50 since opening on March 24, 2014. This adjustment reflects a hypothetical remeasurement of Brink’s Venezuela’s first quarter 2014 revenue and operating results using a rate of 50 bolivars to the U.S. dollar, which approximates the rate observed in the new SICAD II process in March 2014.

(h)	Adjusted Non-GAAP results are equal to Non-GAAP results further adjusted for Venezuelan results at 50 bolivars per U.S. dollar.

Amounts may not add due to rounding.

Non-GAAP and Adjusted Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)

		GAAP Basis			Gains/ Losses on Acquisitions and Dispositions (a)			Expenses Related to Currency Devaluation in Venezuela (b)		Employee Benefit Settlement Losses (c)		U.S. Retirement Plans (d)		Adjust Income Tax Rate (e)		Non-GAAP Basis			Adjust Venezuela to 50 Bolivars to the U.S. Dollar (f)			Adjusted Non-GAAP Basis (g)

	First Quarter 2013
Revenues:
Latin America		$	412.9			-			-		-		-		-		412.9			(84.5	)		328.4
EMEA			277.8			-			-		-		-		-		277.8			-			277.8
North America			223.2			-			-		-		-		-		223.2			-			223.2
Asia Pacific			36.6			-			-		-		-		-		36.6			-			36.6
Revenues		$	950.5			-			-		-		-		-		950.5			(84.5	)		866.0

Operating profit:
Latin America		$	23.4			(1.6	)		13.9		0.3		-		-		36.0			(18.0	)		18.0
EMEA			8.6			-			-		-		-		-		8.6			-			8.6
North America			(2.0	)		-			-		-		2.9		-		0.9			-			0.9
Asia Pacific			4.3			-			-		-		-		-		4.3			-			4.3
Segment operating profit			34.3			(1.6	)		13.9		0.3		2.9		-		49.8			(18.0	)		31.8
Non-segment			(17.0	)		(1.1	)		-		-		10.5		-		(7.6	)		-			(7.6	)
Operating profit		$	17.3			(2.7	)		13.9		0.3		13.4		-		42.2			(18.0	)		24.2

Amounts attributable to Brink’s:
Income from continuing operations		$	2.9			(2.7	)		8.7		0.2		8.2		0.2		17.5			(8.7	)		8.8
Diluted EPS – continuing operations			0.06			(0.05	)		0.18		-		0.17		-		0.36			(0.18	)		0.18

	Second Quarter 2013
Revenues:
Latin America		$	413.6			-			-		-		-		-		413.6			(83.9	)		329.7
EMEA			293.4			-			-		-		-		-		293.4			-			293.4
North America			226.3			-			-		-		-		-		226.3			-			226.3
Asia Pacific			36.6			-			-		-		-		-		36.6			-			36.6
Revenues		$	969.9			-			-		-		-		-		969.9			(83.9	)		886.0

Operating profit:
Latin America		$	24.4			(1.3	)		0.2		0.5		-		-		23.8			(8.6	)		15.2
EMEA			18.7			-			-		-		-		-		18.7			-			18.7
North America			6.3			-			-		-		2.9		-		9.2			-			9.2
Asia Pacific			5.0			-			-		-		-		-		5.0			-			5.0
Segment operating profit			54.4			(1.3	)		0.2		0.5		2.9		-		56.7			(8.6	)		48.1
Non-segment			(21.6	)		-			-		-		10.2		-		(11.4	)		-			(11.4	)
Operating profit		$	32.8			(1.3	)		0.2		0.5		13.1		-		45.3			(8.6	)		36.7

Amounts attributable to Brink’s:
Income from continuing operations		$	13.2			(1.3	)		0.1		0.4		7.7		1.6		21.7			(5.9	)		15.8
Diluted EPS – continuing operations			0.27			(0.03	)		-		0.01		0.16		0.03		0.44			(0.12	)		0.32

Non-GAAP and Adjusted Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)

		GAAP Basis			Gains/ Losses on Acquisitions and Dispositions (a)			Expenses Related to Currency Devaluation in Venezuela (b)		Employee Benefit Settlement Losses (c)		U.S. Retirement Plans (d)		Adjust Income Tax Rate (e)			Non-GAAP Basis			Adjust Venezuela to 50 Bolivars to the U.S. Dollar (f)			Adjusted Non-GAAP Basis (g)

	Third Quarter 2013
Revenues:
Latin America		$	423.8			-			-		-		-		-			423.8			(100.1	)		323.7
EMEA			301.2			-			-		-		-		-			301.2			-			301.2
North America			222.5			-			-		-		-		-			222.5			-			222.5
Asia Pacific			34.9			-			-		-		-		-			34.9			-			34.9
Revenues		$	982.4			-			-		-		-		-			982.4			(100.1	)		882.3

Operating profit:
Latin America		$	42.8			(1.5	)		0.2		0.8		-		-			42.3			(20.7	)		21.6
EMEA			32.1			-			-		-		-		-			32.1			-			32.1
North America			0.2			-			-		-		2.9		-			3.1			-			3.1
Asia Pacific			4.8			-			-		-		-		-			4.8			-			4.8
Segment operating profit			79.9			(1.5	)		0.2		0.8		2.9		-			82.3			(20.7	)		61.6
Non-segment			(20.7	)		(0.9	)		-		-		10.3		-			(11.3	)		-			(11.3	)
Operating profit		$	59.2			(2.4	)		0.2		0.8		13.2		-			71.0			(20.7	)		50.3

Amounts attributable to Brink’s:
Income from continuing operations		$	29.8			(2.4	)		0.1		0.6		7.7		(1.9	)		33.9			(11.6	)		22.3
Diluted EPS – continuing operations			0.61			(0.05	)		-		0.01		0.16		(0.04	)		0.69			(0.24	)		0.45

	Nine Months 2013
Revenues:
Latin America		$	1,250.3			-			-		-		-		-			1,250.3			(268.5	)		981.8
EMEA			872.4			-			-		-		-		-			872.4			-			872.4
North America			672.0			-			-		-		-		-			672.0			-			672.0
Asia Pacific			108.1			-			-		-		-		-			108.1			-			108.1
Revenues		$	2,902.8			-			-		-		-		-			2,902.8			(268.5	)		2,634.3

Operating profit:
Latin America		$	90.6			(4.4	)		14.3		1.6		-		-			102.1			(47.3	)		54.8
EMEA			59.4			-			-		-		-		-			59.4			-			59.4
North America			4.5			-			-		-		8.7		-			13.2			-			13.2
Asia Pacific			14.1			-			-		-		-		-			14.1			-			14.1
Segment operating profit			168.6			(4.4	)		14.3		1.6		8.7		-			188.8			(47.3	)		141.5
Non-segment			(59.3	)		(2.0	)		-		-		31.0		-			(30.3	)		-			(30.3	)
Operating profit		$	109.3			(6.4	)		14.3		1.6		39.7		-			158.5			(47.3	)		111.2

Amounts attributable to Brink’s:
Income from continuing operations		$	45.9			(6.4	)		8.9		1.2		23.6		(0.1	)		73.1			(26.2	)		46.9
Diluted EPS – continuing operations			0.94			(0.13	)		0.18		0.02		0.48		-			1.49			(0.54	)		0.96

Non-GAAP and Adjusted Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)

		GAAP Basis			Gains/ Losses on Acquisitions and Dispositions (a)			Expenses Related to Currency Devaluation in Venezuela (b)		Employee Benefit Settlement Losses (c)		U.S. Retirement Plans (d)		Adjust Income Tax Rate (e)		Non-GAAP Basis			Adjust Venezuela to 50 Bolivars to the U.S. Dollar (f)			Adjusted Non-GAAP Basis (g)

	Fourth Quarter 2013
Revenues:
Latin America		$	470.4			-			-		-		-		-		470.4			(123.0	)		347.4
EMEA			305.9			-			-		-		-		-		305.9			-			305.9
North America			226.4			-			-		-		-		-		226.4			-			226.4
Asia Pacific			36.7			-			-		-		-		-		36.7			-			36.7
Revenues		$	1,039.4			-			-		-		-		-		1,039.4			(123.0	)		916.4

Operating profit:
Latin America		$	59.3			0.5			0.3		0.9		-		-		61.0			(21.6	)		39.4
EMEA			22.1			-			-		-		-		-		22.1			-			22.1
North America			0.2			-			-		-		2.9		-		3.1			-			3.1
Asia Pacific			2.6			0.9			-		-		-		-		3.5			-			3.5
Segment operating profit			84.2			1.4			0.3		0.9		2.9		-		89.7			(21.6	)		68.1
Non-segment			(21.8	)		(0.8	)		-		-		10.3		-		(12.3	)		-			(12.3	)
Operating profit		$	62.4			0.6			0.3		0.9		13.2		-		77.4			(21.6	)		55.8

Amounts attributable to Brink’s:
Income from continuing operations		$	26.0			2.3			0.2		0.6		8.2		0.1		37.4			(9.9	)		27.5
Diluted EPS – continuing operations			0.53			0.05			-		0.01		0.17		-		0.76			(0.20	)		0.56

	Full Year 2013
Revenues:
Latin America		$	1,720.7			-			-		-		-		-		1,720.7			(391.5	)		1,329.2
EMEA			1,178.3			-			-		-		-		-		1,178.3			-			1,178.3
North America			898.4			-			-		-		-		-		898.4			-			898.4
Asia Pacific			144.8			-			-		-		-		-		144.8			-			144.8
Revenues		$	3,942.2			-			-		-		-		-		3,942.2			(391.5	)		3,550.7

Operating profit:
Latin America		$	149.9			(3.9	)		14.6		2.5		-		-		163.1			(68.9	)		94.2
EMEA			81.5			-			-		-		-		-		81.5			-			81.5
North America			4.7			-			-		-		11.6		-		16.3			-			16.3
Asia Pacific			16.7			0.9			-		-		-		-		17.6			-			17.6
Segment operating profit			252.8			(3.0	)		14.6		2.5		11.6		-		278.5			(68.9	)		209.6
Non-segment			(81.1	)		(2.8	)		-		-		41.3		-		(42.6	)		-			(42.6	)
Operating profit		$	171.7			(5.8	)		14.6		2.5		52.9		-		235.9			(68.9	)		167.0

Amounts attributable to Brink’s:
Income from continuing operations		$	71.9			(4.1	)		9.1		1.8		31.8		-		110.5			(36.1	)		74.4
Diluted EPS – continuing operations			1.47			(0.08	)		0.18		0.04		0.65		-		2.26			(0.74	)		1.52

(a)	To eliminate

·	$6.1 million in equity earnings ($1.6 million in the first quarter, $1.3 million in the second quarter, $1.5 million in the third quarter, and $1.7 million in the fourth quarter) from our former investment in a CIT business in Peru.

·	a $1.1 million adjustment in the first quarter of 2013 to the amount of gain recognized on a 2010 business acquisition in Mexico as a result of a favorable adjustment to the purchase price received in the first quarter of 2013.

·	$1.7 million of favorable adjustments in the third and fourth quarters of 2013 primarily related to the January 2013 acquisition of Rede Trel in Brazil.

·	$3.1 million in adjustments in the fourth quarter of 2013 related to the increase in a loss contingency assumed in the 2010 Mexico acquisition and the impairment of an intangible asset acquired in the 2009 India acquisition.

·	a $2.6 million unfavorable tax adjustment related to the Belgium disposition.

(b)

To eliminate the effects of the February 2013 currency devaluation in Venezuela in which the official exchange rate in Venezuela declined 16% from 5.3 to 6.3 bolivars to the U.S. dollar. Expenses eliminated from Non-GAAP results include first quarter currency exchange losses totaling $13.4 million related to remeasured net monetary assets as well as expenses related to nonmonetary assets ($0.5 million in the first quarter, $0.2 million in the second quarter, $0.2 million in the third quarter and $0.3 million in the fourth quarter). Nonmonetary assets were not remeasured to a lower basis when the currency devalued. Instead, under highly inflationary accounting rules, these assets retained their higher historical bases, which excess is recognized in earnings as the asset is consumed.

(c)	To eliminate employee benefit settlement losses in Mexico.

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

(e)	To adjust effective income tax rate in the interim period to be equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate for 2013 was 34.1%.

(f)

Effective March 24, 2014, Brink’s began remeasuring its Venezuelan operating results using currency exchange rates reported under a newly established currency exchange process in Venezuela (the “SICAD II process”). This adjustment reflects a hypothetical remeasurement of Brink’s Venezuela’s 2013 revenue and operating results using a rate of 50 bolivars to the U.S. dollar, which approximates the rate observed in the new SICAD II process in March 2014. Losses that would have been recognized in 2013 had Brink’s used a rate of 50 bolivars to the U.S. dollar to remeasure its net monetary assets have been excluded from this adjustment and the Adjusted Non-GAAP results.

(g)	Adjusted Non-GAAP results are equal to Non-GAAP results further adjusted for Venezuelan results at 50 bolivars per U.S. dollar.

Amounts may not add due to rounding.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities decreased by $31.9 million in the first nine months of 2014 as compared to the first nine months of 2013. Cash used for investing activities decreased by $101.4 million in the first nine months of 2014 compared to the first nine months of 2013 primarily as a result of $60 million of cash proceeds received on the sale of an equity interest in a CIT business in Peru and a decrease in capital expenditures and cash used for business acquisitions. Cash also decreased $94.1 million in 2014 as a result of a change in the exchange rate we used to remeasure net monetary assets including cash in Venezuela (see note 1 to the consolidated financial statements). We prepaid $43.2 million of our long-term debt during the third quarter of 2014. We financed our liquidity needs in the first nine months of 2014 with our revolving credit facility.

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)				2014	2013	change

Cash flows from operating activities
	Non-GAAP basis (before pension contributions)		$	143.3	125.9	17.4
	Contributions to primary U.S. pension plan			(87.2)	(13.0)	(74.2)
	Non-GAAP basis (reduced by pension contributions)			56.1	112.9	(56.8)
	Increase (decrease) in certain customer obligations(a)			15.5	(4.9)	20.4
	Discontinued operations			0.9	(3.6)	4.5
		GAAP basis	$	72.5	104.4	(31.9)

(a)

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

Both measures of “Non-GAAP cash flows from operating activities” (before and after U.S. pension contributions) are supplemental financial measures that are not required by, or presented in accordance with GAAP. The purpose of these Non-GAAP measures is to report financial information excluding the impact of cash received and processed in certain of our secure Cash Management Services operations, without cash flows from discontinued operations and with and without cash flows related to the primary U.S. pension plan. 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. These Non-GAAP measures 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 $31.9 million in the first nine months of 2014 compared to the same period in 2013. The decrease was primarily due to higher cash contributions to our primary U.S. pension plan and lower operating profit. These decreases in operating cash flows were partially offset by increases in cash provided from changes in working capital, including the timing of security loss payments and insurance recoveries, changes in customer obligations of certain of our secure Cash Management Services operations (cash held for customers increased by $15.5 million in the first nine months of 2014 compared to a decrease of $4.9 million in the same 2013 period) and lower amounts paid for income taxes.

Non-GAAP (reduced by pension contributions)

Cash flows from operating activities decreased by $56.8 million in the first nine months of 2014 as compared to the same period in 2013. The decrease was primarily due to higher cash contributions to our primary U.S. pension plan and lower operating profit. These decreases in operating cash flows were partially offset by increases in cash provided from changes in working capital, including the timing of security loss payments and insurance recoveries, and lower amounts paid for income taxes.

Non-GAAP (before pension contributions)

Cash flows from operating activities increased by $17.4 million in the first nine months of 2014 as compared to the same period in 2013. The increase was primarily due to cash provided from changes in working capital, including the timing of security loss payments and insurance recoveries, and lower amounts paid for income taxes, partially offset by lower operating profit.

Investing Activities

				Nine Months
				Ended September 30,		$
(In millions)				2014	2013	change

Cash flows from investing activities
	Capital expenditures		$	(83.8)	(122.2)	38.4
	Acquisitions			(4.9)	(18.1)	13.2
	Sales of available-for-sale securities			0.7	1.2	(0.5)
	Cash proceeds from sale of property and other investments			62.6	10.8	51.8
	Other			(0.1)	(0.5)	0.4
	Discontinued operations			(4.7)	(2.8)	(1.9)
		Investing activities	$	(30.2)	(131.6)	101.4

Cash used by investing activities decreased by $101.4 million in the first nine months of 2014 versus the first nine months of 2013. The decrease was primarily due to proceeds of $60 million received on the sale of an equity interest in a CIT business in Peru and a decrease in capital expenditures of $38.4 million primarily related to information technology and other equipment. An acquisition of noncontrolling interests of a subsidiary ($18.5 million in 2013) is included in the financing section of our cash flows statement.

Capital expenditures and depreciation and amortization were as follows:

					Nine Months				Full Year
					Ended September 30,		$	Full Year	Outlook
(In millions)					2014	2013	change	2013	2014

Property and equipment acquired during the period
	Capital expenditures:
		Latin America		$	37.5	64.0	(26.5)	88.7	(a)
		EMEA			19.1	22.2	(3.1)	33.9	(a)
		North America			24.4	33.8	(9.4)	52.1	(a)
		Asia Pacific			2.8	2.2	0.6	3.0	(a)
			Capital expenditures		83.8	122.2	(38.4)	177.7	150 – 160

	Capital leases(b):
		Latin America			1.2	0.9	0.3	0.9	(a)
		North America			4.7	0.7	4.0	4.6	(a)
			Capital leases		5.9	1.6	4.3	5.5	10

	Total:
		Latin America			38.7	64.9	(26.2)	89.6	(a)
		EMEA			19.1	22.2	(3.1)	33.9	(a)
		North America			29.1	34.5	(5.4)	56.7	(a)
		Asia Pacific			2.8	2.2	0.6	3.0	(a)
			Total	$	89.7	123.8	(34.1)	183.2	160 – 170

Depreciation and amortization
	Latin America			$	47.2	43.9	3.3	60.8	(a)
	EMEA				32.1	34.5	(2.4)	48.8	(a)
	North America				44.5	43.9	0.6	58.2	(a)
	Asia Pacific				3.7	4.3	(0.6)	5.8	(a)
		Depreciation and amortization		$	127.5	126.6	0.9	173.6	170 – 175

(a)	Not provided.

(b)

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

Since 2011, we have increased our spending on information technology to improve business process productivity, and we have reduced our maintenance capital expenditures for vehicles and facilities while continuing to focus on safety and security. We continue to focus on maximizing asset utilization and maintenance of capital expenditures which has enabled us to reduce our annual spend to a level more in line with depreciation. Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 0.9 for the twelve months ending September 30, 2014 compared to 1.2 for the twelve months ending September 30, 2013.

Capital expenditures in the first nine months of 2014 were primarily for information technology, machinery and equipment and CompuSafe® equipment.

Financing Activities

Summary of financing activities

	Nine Months
	Ended September 30,
(In millions)	2014			2013

Cash provided by financing activities
Borrowings and repayments:
Short-term debt	$	(0.5	)		55.3
Long-term revolving credit facilities		126.0			97.2
Other long-term debt		(66.5	)		(16.3	)
Borrowings (repayments)		59.0			136.2

Acquisition of a noncontrolling interest in a subsidiary		-			(18.5	)
Payment of acquisition-related obligation		-			(12.8	)
Dividends attributable to:
Shareholders of Brink’s		(14.5	)		(14.4	)
Noncontrolling interests in subsidiaries		(8.7	)		(4.2	)
Other		(1.7	)		(0.9	)
Discontinued operations		-			(2.3	)
Cash flows from financing activities	$	34.1			83.1

Debt borrowings and repayments

We borrow principally from our revolving credit facilities to meet our cash needs. Cash provided by financing activities decreased by $49.0 million in the first nine months of 2014 compared to the first nine months of 2013. This decrease is primarily due to $77.2 million in lower borrowings to fund business needs. The lower borrowing needs in 2014 compared to 2013 resulted from the sale of an equity interest in Peru for $60 million in 2014, lower capital expenditures and less cash used to fund acquisitions partially offset by higher U.S. pension plan contributions and lower operating profit. In addition, as described below, we prepaid $43.2 million of our long-term debt in 2014.

Dividends

We paid dividends to Brink’s shareholders of $0.30 per share or $14.5 million in the first nine months of 2014. Dividends paid to shareholders were up slightly from $14.4 million paid to shareholders in the prior year as the number of shares outstanding increased slightly. 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 U.S. GAAP Measures

	September 30,			December 31,
(In millions)	2014			2013

Debt:
Short-term	$	59.4			80.9
Long-term		434.5			355.1
Total Debt		493.9			436.0

Less:
Cash and cash equivalents		223.0			255.5
Amounts held by Cash Management Services operations(a)		(41.2	)		(31.3	)
Cash and cash equivalents available for general corporate purposes		181.8			224.2

Net Debt	$	312.1			211.8

(a)

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

Net Debt is a supplemental Non-GAAP financial measure that is not required by, or presented in accordance with GAAP. We use Net Debt as a measure of our financial leverage. We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our consolidated balance sheets. Set forth above is a reconciliation of Net Debt, a Non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP. Net Debt excluding cash and debt in Venezuelan operations was $331 million at September 30, 2014, and $306 million at December 31, 2013.

Net Debt increased by $100 million primarily due to the adoption of the less favorable SICAD II exchange rate for currency held in Venezuelan bolivars during the first quarter of 2014 and cash contributions made to our primary U.S. pension plan during the first nine months of 2014. See note 1 and note 3 to the consolidated financial statements for more information.

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 2013 Form 10-K, for more information on the risks associated with having businesses outside the U.S.

Incremental taxes. Of the $223.0 million of cash and cash equivalents at September 30, 2014, $198.0 million is held by subsidiaries that we consider to be permanently invested and for which we do not expect to repatriate to the U.S. If we were to decide to repatriate this cash to the U.S., we may have to accrue and pay additional income taxes. Given the number of foreign operations and the complexities of the tax law, it is not practical to estimate the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation were to occur.

Venezuela. We have $17.6 million of cash and cash equivalents denominated in Venezuelan bolivars (as remeasured at the published SICAD II rate of 50 bolivars to the U.S. dollar) at September 30, 2014. We believe that the SICAD II process to convert bolivars (as described in note 1 to the consolidated financial statements) will be the primary method for which we are likely to receive U.S. dollars that we need to operate our business and to repatriate earnings. The Venezuelan government has restricted conversions of bolivars into U.S. dollars in the past and may do so in the future.

Argentina. We have $12.7 million in cash and cash equivalents denominated in Argentinean pesos at September 30, 2014. The Argentinean government has, from time-to-time, imposed limits on the exchange of local pesos into U.S. dollars. As a result, we have elected in the past and may elect in the future to repatriate cash from Argentina using alternative legal methods, which may result in less favorable exchange rates.

Debt

We have a $480 million unsecured revolving bank credit facility (the “Revolving Facility”) that matures in January 2017. The Revolving Facility’s interest rate is based on LIBOR plus a margin 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, 2014, $235 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility as of September 30, 2014, were denominated primarily in U.S. dollars and to a lesser extent in euros.

The margin on LIBOR borrowings under the Revolving Facility, which ranges from 0.9% to 1.575% depending on our credit rating, was 1.40% at September 30, 2014. 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 0.225% at September 30, 2014.

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.

As of September 30, 2014, we had two unsecured multi-currency revolving bank credit facilities totaling $40 million, of which $20 million was available. A $20 million facility expires in December 2015 and a $20 million facility expires in February 2017. Interest on these facilities is based on LIBOR plus a margin. The margin ranges from 0.9% to 2.0%. We also have the ability to borrow from other banks, at the banks’

discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

We have a $24 million unsecured committed credit facility that expires in April 2016. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.20% to 1.575%. As of September 30, 2014, $12 million was available under the facility.

We have three unsecured letter of credit facilities totaling $179 million, of which approximately $67 million was available at September 30, 2014. An $85 million facility expires in June 2015, a $40 million facility expires in December 2015, and a $54 million facility expires in December 2016. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

We redeemed $43.2 million of bonds issued by the Peninsula Ports Authority of Virginia at par in the third quarter of 2014. The amount paid, including accrued and unpaid interest, was $44.3 million. Although we were not the primary obligor of the debt, we recorded the obligation as debt because we had guaranteed its payment. The guarantee originated as part of a former interest in Dominion Terminal Associates (“DTA”), a deep water coal terminal related to our former coal business.

The Revolving Facility, the Notes, the unsecured multi-currency revolving bank credit facilities, the unsecured committed credit facility and the letter of credit facilities contain subsidiary guarantees and various financial and other covenants. The financial covenants, among other things, limit our total indebtedness, limit priority debt, limit asset sales, limit the use of proceeds from asset sales and provide for minimum coverage of interest costs. The credit agreements do not provide for the acceleration of payments should our credit rating be reduced. If we were not to comply with the terms of our various credit agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other loan agreements. We were in compliance with all financial covenants at September 30, 2014.

Equity

At September 30, 2014, we had 100 million shares of common stock authorized and 48.6 million shares issued and outstanding.

U.S. Retirement Liabilities

Funded Status of U.S. Retirement Plans
	Actual			Actual			Projected
(In millions)	2013			Nine Months 2014			4th Quarter 2014			2015			2016			2017			2018

U.S. pension plans
Beginning funded status	$	(275.0	)		(123.1	)		(21.6	)		(19.5	)		2.0			24.8			49.6
Net periodic pension credit(a)		14.7			13.8			4.8			18.9			20.6			23.6			26.4
Payment from Brink’s:
Primary U.S. pension plan		13.0			87.2			-			-			-			-			-
Other U.S. pension plan		1.1			0.5			0.3			0.8			0.8			0.8			0.8
Benefit plan experience gain		123.1			-			(3.0	)		1.8			1.4			0.4			2.5
Ending funded status	$	(123.1	)		(21.6	)		(19.5	)		2.0			24.8			49.6			79.3

UMWA plans
Beginning funded status	$	(256.6	)		(142.1	)		(140.1	)		(137.8	)		(135.1	)		(132.7	)		(130.6	)
Net periodic postretirement credit(a)		1.1			3.2			1.1			2.7			2.4			2.1			1.8
Prior service credit		55.7			-			-			-			-			-			-
Benefit plan experience gain		56.7			-			-			-			-			-			-
Other		1.0			(1.2	)		1.2			-			-			-			-
Ending funded status	$	(142.1	)		(140.1	)		(137.8	)		(135.1	)		(132.7	)		(130.6	)		(128.8	)

Black lung and other plans
Beginning funded status	$	(48.8	)		(44.3	)		(40.2	)		(40.6	)		(37.8	)		(35.1	)		(32.6	)
Net periodic postretirement cost(a)		(1.7	)		(1.5	)		(0.4	)		(1.7	)		(1.6	)		(1.5	)		(1.4	)
Payment from Brink’s		6.9			5.6			-			4.5			4.3			4.0			3.7
Other		(0.7	)		-			-			-			-			-			-
Ending funded status	$	(44.3	)		(40.2	)		(40.6	)		(37.8	)		(35.1	)		(32.6	)		(30.3	)

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

U.S. Pension Plans

Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. There are approximately 19,800 beneficiaries in the plans.

UMWA Plans

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

Black Lung

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

Other

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

Assumptions for U.S. Retirement Obligations

We have made various assumptions to estimate the amount of payments to be made in the future. The most significant assumptions include:

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

·	Investment returns of plan assets

·	Contributions to plans from Brink’s including the acceleration of 2015 and 2016 required contributions into 2014

·	Settlement of obligations to participants

·	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, 2013.

New Mortality Data for U.S. Retirement Plans. The Society of Actuaries issued updated versions of its mortality tables in October 2014. The new mortality tables reflect increasing life expectancies in the U.S. We will consider the new data when making mortality rates assumptions

for our year-end reporting. We expect that the benefit obligation and future expense for our U.S. retirement plans will significantly increase as a result of the new guidance.

Other Changes in 2014 for the Primary U.S. Pension Plan. We have taken some steps as part of our pension de-risking strategy and to reduce the administrative costs associated with the primary U.S. pension plan.

We accelerated a portion of our required annual contributions in the third quarter. We contributed $87.2 million to the plan in the first nine months of 2014, including $28.9 million in payments that were not due until 2015 and $31.6 million in payments that were not due until 2016. Accelerating the 2015 and 2016 contributions will reduce future insurance premiums owed to the Pension Benefit Guaranty Corporation (“PBGC”) – an administrative cost of the plan.

In August 2014, we offered approximately 9,000 terminated participants the option of receiving the value of their pension benefit in a lump-sum payment, or as a reduced annuity. We believe the action will further reduce the PBGC premiums as a portion of the premiums is based on the number of participants in the plan. As of the date of this filing, we had not yet completed the tabulation of responses but we expect the plan’s disbursements in December 2014 for these lump-sum elections will range between $120 million and $150 million. We expect to record a settlement charge in the fourth quarter of 2014 between $50 million and $65 million. The actual amount of the charge will depend upon the actual return on plan assets and various actuarial assumptions, including discount rate, long-term rate of return on assets, retirement age and mortality at the remeasurement date.

Federal legislation titled Highway and Transportation Funding Act of 2014 (“HATFA”) was passed in August 2014. HATFA extended one of the key provisions of previous legislation, Moving Ahead for Progress in the 21st Century, effectively further spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time. Because of HATFA and the acceleration of our 2015 and 2016 contributions into 2014, we do not expect to make additional required contributions until 2020.

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

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

	Actual		Actual		Projected
(In millions)	2013		Nine Months 2014		4th Quarter 2014			FY2014			2015		2016			2017			2018

U.S. pension plans	$	30.5		7.4		2.2	(a)		9.6	(a)		1.9		(2.6	)		(9.1	)		(14.4	)
UMWA plans		18.5		2.8		0.6			3.4			6.8		6.4			6.0			5.8
Black lung and other plans		3.9		3.1		0.9			4.0			3.8		3.7			3.6			2.9
Total	$	52.9		13.3		3.7			17.0			12.5		7.5			0.5			(5.7	)

Amounts allocated to:
North American Segment	$	11.6		2.8		0.7			3.5			0.4		(1.3	)		(3.9	)		(5.9	)
Non-segment		41.3		10.5		3.0			13.5			12.1		8.8			4.4			0.2
Total	$	52.9		13.3		3.7			17.0			12.5		7.5			0.5			(5.7	)

(a)

The expense reported in the table for 2014 excludes an expected settlement loss related to the Company’s offer to make lump-sum payments or begin reduced annuity payments earlier than provided by the plan. We project a settlement loss of between $50 million and $65 million to be recorded in the fourth quarter of 2014.

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 (“contributions”), and

·	from the plans to participants.

	Actual		Actual		Projected
(In millions)	2013		Nine Months 2014		4th Quarter 2014			FY2014			2015		2016		2017		2018

Payments from Brink’s to U.S. Plans
Primary U.S. pension plan	$	13.0		87.2		-			87.2			-		-		-		-
Other U.S. pension plan		1.1		0.5		0.3			0.8			0.8		0.8		0.8		0.8
Black lung and other plans		6.9		5.6		-			5.6			4.5		4.3		4.0		3.7
Total	$	21.0		93.3		0.3			93.6			5.3		5.1		4.8		4.5


Payments from U.S. Plans to participants
U.S. pension plan	$	44.1		33.9		13.8	(a)		47.7	(a)		49.0		50.3		51.9		53.6
UMWA plans		31.1		26.6		4.9			31.5			31.9		31.5		31.3		32.9
Black lung and other plans		6.9		5.6		-			5.6			4.5		4.3		4.0		3.7
Total	$	82.1		66.1		18.7			84.8			85.4		86.1		87.2		90.2

(a)	Excludes estimated payments between $120 million and $150 million from U.S. plan assets to U.S. participants who elect to receive a lump-sum payout.

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.

Contingent Matters

See note 12 to the consolidated financial statements for information about contingent matters at September 30, 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including 43 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates 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 exposure in the nine months ended September 30, 2014.

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, 2014, 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,” “assumes,” “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 planned restructuring in the Netherlands and related costs, future contributions to the primary U.S. pension plan, the outcome of pending litigation and the anticipated financial effect of the disposition of legal matters, anticipated revenue, revenue growth and currency impact on revenue, segment margin and severance and other costs in 2014, anticipated results in each of the Company’s geographic operating segments, 2015 segment margin, 2016 segment margin, segment operating profit and earnings per share, 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 2014 and our tax position and underlying assumptions, anticipated net income attributable to noncontrolling interests, anticipated fixed assets acquired, depreciation and amortization for 2014, the ability to meet our liquidity needs, repatriation of cash to the U.S., projected U.S. retirement plan contributions, costs and expenses, 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 and productivity efficiencies, particularly in the United States and Mexico;

·	investments in information technology and value-added services and their impact on revenue and profit growth;

·	our ability to develop and implement solutions for our customers and gain market acceptance of those solutions;

·	our ability to maintain an effective IT infrastructure and safeguard confidential information;

risks customarily associated with operating in foreign countries including changing labor and economic conditions, currency devaluations, safety and security issues, political instability, restrictions on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive government actions;

·	the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;

·	the stability of the Venezuelan economy, changes in Venezuelan policy regarding foreign-owned businesses;

·	changes in currency restrictions and in foreign exchange rates, including fluctuations in value of the Venezuelan bolivar;

·	regulatory and labor issues in many of our global operations, including negotiations with organized labor and the possibility of work stoppages;

·	our ability to identify and execute further cost and operational improvements and efficiencies in our core businesses;

·	our ability to integrate successfully recently acquired companies and improve their operating profit margins;

·	costs related to dispositions and market exits;

·	our ability to identify evaluate and pursue acquisitions and other strategic opportunities including those in the home security industry and emerging markets;

·	the willingness of our customers to absorb fuel surcharges and other future price increases;

·	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, and 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 actuarial revaluations, the funding requirements, accounting treatment, investment performance and costs and expenses of our pension plans, the VEBA and other employee benefits, mandatory or voluntary pension plan contributions;

·	the nature of our hedging relationships;

·	changes in estimates and assumptions underlying our critical accounting policies;

·	our ability to realize deferred tax assets;

·	the outcome of pending and future claims, litigation, and administrative proceedings;

·	public perception of the Company’s business and reputation;

·	access to the capital and credit markets;

·	seasonality, pricing and other competitive industry factors; and

·	the promulgation and adoption of new accounting standards and interpretations, new government regulations and interpretation of existing regulations.

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, 2013 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

For a discussion of legal proceedings, see note 12 to the consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.

Item 6. Exhibits

Exhibit

Number Description

10.1	Key Employees’ Deferred Compensation Program, as amended and restated as of July 10, 2014.
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, 2014, 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, 2014, and December 31, 2013, (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2014 and 2013, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013, (iv) the Consolidated Statement of Equity for the nine months ended September 30, 2014, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013, 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 31, 2014	By: /s/ Joseph W. Dziedzic
	Joseph W. Dziedzic
	(Vice President and
	Chief Financial Officer)
	(principal financial officer)

EXHIBIT 10.1

KEY EMPLOYEES’ DEFERRED COMPENSATION PROGRAM OF

THE BRINK’S COMPANY

(Amended and Restated as of July 10, 2014)

PREAMBLE

The Key Employees’ Deferred Compensation Program of The Brink’s Company, as amended and restated (the “Program”), provides an opportunity to certain employees to defer receipt of (a) up to 90% of their cash incentive payments awarded under the Key Employees Incentive Plan of The Brink’s Company; (b) up to 50% of their base salary; (c) any or all amounts that are prevented from being deferred as a matched contribution under The Brink’s Company 401(k) Plan as a result of limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”); (d) all or part of their amounts payable under The Brink’s Company Management Performance Improvement Plan; and (e) any and all other amounts that the Committee (as defined below), in its sole discretion, shall allow.

In order to align the interests of participants more closely to the long term interests of The Brink’s Company (the “Company”) and its shareholders, the Program also (a) provides matching contributions with respect to certain cash incentive awards and salary deferrals for certain participants designated by the Committee and (b) allocates under the Program an amount equivalent to matching contributions that are not eligible to be made under The Brink’s Company 401(k) Plan as a result of limitations imposed by Code Section 401(m)(2).

The Program is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE 1

Definitions

Section 1.01. Definitions.

Wherever used in the Program, the following terms shall have the meanings indicated:

“409A Change in Control” A Change in Control that also constitutes a “change in the ownership of the Company”, “change in the effective control of the Company”, and/or a “change in the ownership of a substantial portion of the Company’s assets”, in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or such other regulation or guidance issued under Code Section 409A.

“Board” The Board of Directors of the Company.

“Brink’s Stock” The Brink’s Company Common Stock, par value $1.00 per share.

“Cause” (a) Embezzlement, theft or misappropriation by the Employee of any property of the Company, (b) the Employee’s willful breach of any fiduciary duty to the Company, (c) the Employee’s willful failure or refusal to comply with laws or regulations applicable to the Company and its business or the policies of the Company governing the conduct of its employees, (d) the Employee’s gross incompetence in the performance of the Employee’s job duties, (e) commission by the Employee of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (f) the failure of the Employee to perform duties consistent with a commercially reasonable standard of care or (g) any gross negligence or willful misconduct of the Employee resulting in a loss to the Company.

“Change in Control” The occurrence of:

(a) (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of Brink’s Stock would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of Brink’s Stock outstanding (exclusive of shares held by the Company’s affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company; provided, however, that with respect to any Units credited to an Employee’s Pre-2015 Stock Incentive Account as of November 16, 2007 that are attributable to Matching Incentive Contributions, Matching Salary Contributions or dividends related thereto, a “Change in Control” shall be deemed to occur upon the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of any of the transactions set forth in clauses (i) or (ii) of this sub-paragraph (a);

(b) any “person” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”)) other than the Company, its affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or

(c) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board cease for any reason to constitute at least a majority thereof, unless the election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

“Committee” The Compensation and Benefits Committee of the Board or such other committee as may be designated by the Board.

“Disability” Unless otherwise required by Code Section 409A and the regulations or guidance thereunder, an Employee shall be deemed to be disabled if the Employee meets at least one of the following requirements: (a) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a disability benefit plan covering employees of the Company.

“Employee” Any individual who is in the employ of the Company or a Subsidiary who is designated by the Committee to participate in the Program.

“Equity Incentive Plan” The Brink’s Company 2013 Equity Incentive Plan, as the same may be amended from time to time, and any predecessor or successor plan thereto.

“Foreign Subsidiary” Any corporation that is not incorporated in the United States of America of which more than 80% of the outstanding voting stock is owned directly or indirectly by the Company, by the Company and one or more Subsidiaries and/or Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign Subsidiaries.

“Incentive Accounts” An Employee’s Incentive Accounts refers to an Employee’s Cash Incentive Account and Stock Incentive Accounts (each as defined in Section 2.03).

“Retirement” With respect to any Employee, any Termination of Employment of such Employee on or after the date on which the Employee has (i) attained age 65 and completed at least five years of service with the Company or any of its Subsidiaries or (ii) attained age 55 and completed at least ten years of service with the Company or any of its Subsidiaries; provided that the Employee’s employment is not terminated for Cause.

“Salary” The base salary, as in effect from time to time, paid to an Employee by the Company, a Subsidiary or a Foreign Subsidiary for personal services determined prior to giving effect to any salary reduction pursuant to an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (i) to which Code Section 125 or 402(e)(3) applies or (ii) which provides for the elective deferral of compensation (including, but not limited to, reductions for contributions to the Savings Plan (as defined in Section 5.01)).

“Shares” Brink’s Stock.

“Subsidiary” Any corporation incorporated in the United States of America of which more than 80% of the outstanding voting stock is owned directly or indirectly by the Company, by the Company and one or more Subsidiaries or by one or more Subsidiaries.

“Termination of Employment” An Employee’s “Termination of Employment” under the Program shall occur when the Employee ceases to provide services to the Company or any of its affiliates in any capacity or when the Employee continues to provide services to the Company or any of its affiliates whether as an employee or independent contractor, but such continued services in the aggregate do not exceed 49% of the level of services the Employee provided to the Company and its affiliates prior to such decrease in the level of services provided by the Employee to the Company and its affiliates, all as determined in accordance with the Treasury Regulations under Code Section 409A; provided, however, no employee of any Subsidiary shall be considered to experience a Termination of Employment as a result of a spinoff of such Subsidiary from the Company, except as may be permitted under Code Section 409A.

“Unforeseeable Emergency” A severe financial hardship of an Employee resulting from (a) an illness or accident of the Employee, the Employee’s spouse, the Employee’s beneficiary or the Employee’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) loss of the Employee’s property due to casualty or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee, all as determined by the Committee based on the relevant facts and circumstances in a manner consistent with Treasury Regulation Section 1.409A-3(i)(3).

“Unit” The equivalent of one share of Brink’s Stock credited to an Employee’s Stock Incentive Accounts.

“Year” With respect to the benefits provided pursuant to Articles 3, 4, 5 and 6, the calendar year; provided, however that if a newly-hired Employee becomes eligible to participate in the benefits provided pursuant to Articles 4 and/or 5, on a day other than the first day of the Year, the Year for purposes of Articles 4 and 5 shall be the portion of the calendar year during which the Employee is first eligible to participate in the benefits provided thereunder.

ARTICLE 2

Available shares; Administration; Accounts; Other Deferrals

Section 2.01. Available Shares. The maximum number of Shares available for issuance under the Program is subject to, and shall be counted against, the maximum number of Shares available for issuance under the Equity Incentive Plan. Each Unit standing to the credit of an Employee’s Stock Incentive Accounts shall be counted against the maximum Share limit under the Equity Incentive Plan in the manner set forth under the Equity Incentive Plan. Notwithstanding the foregoing, this Section 2.01 shall

only apply to Units credited to an Employee’s Stock Incentive Accounts on or after May 7, 2010.

Section 2.02. Administration. The Committee is authorized to construe the provisions of the Program and to make all determinations in connection with the administration of the Program including, but not limited to, the Employees who are eligible to participate in the benefits provided under Articles 3, 4 or 5. All such determinations made by the Committee shall be final, conclusive and binding on all parties, including Employees participating in the Program. All authority of the Committee provided for in, or pursuant to, the Program may also be exercised by the Board. In the event of any conflict or inconsistency between determinations, orders, resolutions or other actions of the Committee and the Board taken in connection with the Program, the actions of the Board shall control. In addition, other than with respect to the Share counting provision addressed by Section 2.01 above, in the event of any conflict or inconsistency between the provisions of the Program and the provisions of the Equity Incentive Plan, the provisions of the Program shall control.

Section 2.03. Accounts. Effective July 10, 2014, the Company shall maintain a Pre-2015 Stock Incentive Account and, once established pursuant to Article 3, 4 or 5, a Post-2014 Stock Incentive Account for each Employee selected for participation in the Program (together, the “Stock Incentive Accounts”). An Employee’s Pre-2015 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into or credited as Units, with respect to which a deferral election was made by the applicable Employee prior to January 1, 2014. An Employee’s Post-2014 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into and credited as Units with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014. Effective July 10, 2014, the Company shall maintain, once established pursuant to Article 3, 4 or 5, a Cash Incentive Account for each Employee selected for participation in the Program (the “Cash Incentive Account”). An Employee’s Cash Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder, with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014, other than amounts converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account.

Section 2.04. Deferral of Other Amounts. In addition to the deferral opportunities provided for in Articles 3, 4, 5 and 6 below, an Employee may also defer any and all other amounts that the Committee, in its sole discretion, shall allow. The terms and conditions applicable to deferrals of such amounts shall be set forth in the applicable agreement between the Employee and the Company providing for such deferrals.

ARTICLE 3

Deferral of Cash Incentive Payments

Section 3.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:

“Cash Incentive Payment” A cash incentive payment awarded to an Employee for any Year under the Incentive Plan. Notwithstanding anything contained herein to the contrary, any compensation, bonuses or incentive payments approved by the Committee payable pursuant to The Brink’s Company Management Performance Improvement Plan, and any special recognition bonus payable to any highly compensated employees, shall be excluded for purposes of defining or determining the Cash Incentive Payment for which an Employee may make an elective deferral, and for which Matching Incentive Contributions (as defined below) are made, pursuant to the terms of the Program.

“Incentive Plan” The Key Employees Incentive Plan of The Brink’s Company, as in effect from time to time or any successor thereto.

“Matching Incentive Contributions” Matching contributions allocated to an Employee’s Stock Incentive Accounts pursuant to Section 3.04.

Section 3.02. Eligibility. The Committee shall determine on an annual basis for each Year which Employees (a) may participate in the benefits provided pursuant to this Article 3 and (b) shall be eligible to receive a Matching Incentive Contribution benefit provided pursuant to this Article 3.

Section 3.03. Deferral of Cash Incentive Payments. Each Employee whom the Committee has selected to be eligible to defer a Cash Incentive Payment for any Year pursuant to this Article 3 may make an election to defer an amount, expressed as a percentage from 10% to 90%, of such Cash Incentive Payment which may be made to him or her for such Year. Such Employee’s election for such Year shall be made prior to the beginning of the Year with respect to which the Cash Incentive Payment is earned (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)) by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 4 and/or 5) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred amounts shall be credited to such accounts as provided in Section 3.05 below.

Section 3.04. Matching Incentive Contributions. Each Employee who has been designated by the Committee as eligible to receive Matching Incentive Contributions for any Year pursuant to Section 3.02, and who has deferred a percentage of his or her Cash Incentive Payment for such Year pursuant to Section 3.03, shall have a Matching Incentive Contribution allocated to his or her Post-2014 Stock Incentive Account for

such Year. The amount of such Matching Incentive Contribution for any Year shall be equal to the portion of his or her Cash Incentive Payment that he or she has elected to defer for such Year but not in excess of 10% of his or her Cash Incentive Payment. The dollar amount of each Employee’s Matching Incentive Contributions deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 3.05 below.

Section 3.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Cash Incentive Payment for any Year shall be credited to such Employee’s Cash Incentive Account as of the last day of the month in which the non-deferred portion of the Cash Incentive Payment was made, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more investment options selected by the Company, in its sole discretion, for the purpose of crediting or debiting additional amounts to such deferred amount (each such investment option, an “Eligible Investment Option”); provided, however, if such Employee elects to invest his or her deferred Cash Incentive Payment for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Cash Incentive Payment, the portion of the Employee’s deferred Cash Incentive Payment so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the Cash Incentive Payment was made. The amount of an Employee’s Matching Incentive Contributions for any Year shall be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the non-deferred portion of the applicable Cash Incentive Payment was made.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any Year shall be determined by dividing the aggregate amount of the Cash Incentive Payment deferred to such Employee’s Post-2014 Stock Incentive Account for such Year under this Section 3.05 or the Matching Incentive Contributions for such Year, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the Cash Incentive Payment was made.

Section 3.06. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.

Section 3.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units, equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other

distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at the average of the high and low per share quoted sale prices of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Section 3.08. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, that the aggregate value of the Brink’s Stock distributed to an Employee (or his or her beneficiaries) attributable to deferrals of Cash Incentive Payments otherwise payable in respect to services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Incentive Contributions) shall not be less than the aggregate amount of Cash Incentive Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 3.07) in respect of which such Units were initially so credited. The value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

ARTICLE 4

Deferral of Salary

Section 4.01. Definitions. Wherever used in the Program, the following term shall have the meaning indicated:

“Matching Salary Contributions” Matching contributions allocated to an Employee’s Incentive Accounts pursuant to Section 4.04.

Section 4.02. Eligibility. The Committee shall determine on an annual basis for each Year which Employees (a) may participate in the benefits provided pursuant to this Article 4 and (b) shall be eligible to receive a Matching Salary Contribution benefit provided for pursuant to this Article 4.

Section 4.03. Deferral of Salary. Each Employee who is eligible to defer Salary for any Year pursuant to this Article 4 may elect to defer an amount, expressed as a percentage, from 5% to 50% of his or her Salary for such Year; provided, however, that in the case of an Employee who first becomes eligible to participate in this portion of the Program after January 1 of such Year, only Salary earned (from 5% to 50%) after he or she files a deferral election with the Company may be deferred. Such Employee’s election hereunder for any Year shall be made prior to the later of (a) the first day of such Year or (b) the expiration of the 30 day period following (and including) his or her

initial date of becoming eligible to participate in the Plan, or as otherwise required under Treasury Regulation Section 1.409A-2(a), by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amount in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 5) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred amounts shall be credited to such accounts as provided in Section 4.05 below.

Section 4.04. Matching Salary Contributions. Each Employee who has been designated by the Committee as eligible to receive Matching Salary Contributions for a Year pursuant to Section 4.02 and who has deferred a percentage of his or her Salary for such Year pursuant to Section 4.03 shall have Matching Salary Contributions allocated to his or her Post-2014 Stock Incentive Account for such Year. The amount of such Matching Salary Contributions for any Year shall be equal to 100% of the first 10% of his or her Salary that he or she has elected to defer for the Year pursuant to Section 4.03. The dollar amount of each Employee’s Matching Salary Contributions deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 4.05 below.

Section 4.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Salary for any Year shall be credited to such Employee’s Cash Incentive Account as of the last business day of the month in which such Salary was earned and payable, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Salary for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Salary, the portion of the Employee’s deferred Salary so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which Salary was earned and payable. The amount of an Employee’s Matching Salary Contributions for any Year shall be converted to Units and shall be credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the applicable Salary would have been payable.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Salary deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 4.05 or the Matching Salary Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the applicable Salary would have been payable.

Section 4.06. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.

Section 4.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at the average of the high and low per share quoted sale prices of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Section 4.08. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, the aggregate value of the Brink’s Stock distributed to an Employee (or his or her beneficiaries) attributable to the deferral of Salary otherwise payable for services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Salary Contributions) shall not be less than the aggregate amount of Salary and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 4.07) in respect of which Units were initially so credited. The value of the Brink’s Stock so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

ARTICLE 5

Supplemental Savings Plan

Section 5.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:

“Compensation” The regular wages received during any pay period by an Employee while a participant in the Savings Plan for services rendered to the Company or any Subsidiary that participates in the Savings Plan, including any commissions or bonuses, but excluding any overtime or premium pay, living or other expense allowances, or contributions by the Company or such Subsidiaries to any plan of deferred compensation, and determined without regard to the application of any salary

reduction election under the Savings Plan. Bonuses paid pursuant to the Incentive Plan shall be considered received in the Year in which they are payable whether or not such bonus is deferred pursuant to Article 3 hereof.

“Matching Supplemental Savings Plan Contributions” Amounts allocated to an Employee’s Incentive Accounts pursuant to Section 5.04.

“Post-2014 Matching Supplemental Savings Plan Contributions” Matching Supplemental Savings Plan Contributions allocated to an Employee’s Incentive Accounts pursuant to elections made on or after July 10, 2014.

“Savings Plan” The Brink’s Company 401(k) Plan, as in effect from time to time.

Section 5.02. Eligibility. The Committee shall determine on an annual basis for each Year which Employees (a) may participate in the benefits provided pursuant to this Article 5 and (b) shall be eligible to receive a Matching Supplemental Savings Plan Contribution benefit provided pursuant to this Article 5.

Section 5.03. Deferral of Compensation. Each eligible Employee who is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any Year as a result of limitations imposed by Code Sections 401(a)(17), 401(k)(3), 402(g) and/or 415 may elect to defer the excess of (a) the maximum percentage of his or her Compensation for such Year (without regard to any limitation on such amount imposed by Code Section 401(a)(17)) with respect to which he or she could have received a matching contribution under the Savings Plan (based on the rate at which matching contributions are credited under the Savings Plan as of January 1 of such Year) over (b) the amount actually deferred as a matched contribution under the Savings Plan for such Year. In order to be permitted to defer any portion of his or her Compensation pursuant to this Section 5.03, the Employee must elect to defer the maximum amount permitted as a matched contribution for the Year under the Savings Plan. Such Employee’s election hereunder for any Year shall be made prior to the first day of such Year or, if later, within 30 days after his or her initial date of becoming eligible to participate in the Plan (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)), but only with respect to Compensation for services performed after the date of such election, by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 4) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred payment shall be credited to such accounts as provided in Section 5.05 below; provided, however, that in the event an Employee is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any year as a result of the limitation imposed by Code Section 401(k)(3), such excess contribution to the Savings Plan shall be distributed to the Employee, his or her Compensation paid after the date of the

distribution shall be reduced by that amount and such amount shall be allocated to his or her accounts as of the first business day following the January 1 next following the Year for which the excess contribution was made under the Savings Plan and credited as provided in Section 5.05 below.

Section 5.04. Matching Supplemental Savings Plan Contributions. Each Employee who has been designated by the Committee as eligible to receive Matching Supplemental Savings Plan Contributions for a Year pursuant to Section 5.02 and who has deferred a portion of his or her Compensation for such Year pursuant to Section 5.03 shall have a Matching Supplemental Savings Plan Contribution allocated to his or her Post-2014 Stock Incentive Account equal to the amount elected to be deferred pursuant to Section 5.03 above for each month. The dollar amount of each Employee’s Matching Supplemental Savings Plan Contribution deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 5.05 below.

If an Employee is participating in this portion of the Program pursuant to Sections 5.02 and 5.03 and his or her matching contribution under the Savings Plan for any Year will be reduced as a result of the nondiscrimination test contained in Code Section 401(m)(2), (a) to the extent such matching contribution under the Savings Plan is forfeitable, it shall be forfeited and that amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution or (b) to the extent such matching contribution is not forfeitable, it shall be distributed to the Employee, his or her Compensation paid after the date of the distribution shall be reduced by that amount and such amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution. The dollar amount of such Matching Contribution shall be allocated to the Employee’s Post-2014 Stock Incentive Account as of the first business day following the January 1 next following the Year for which the matching contribution was made under the Savings Plan. Units in respect of such contribution shall be credited to the Employee’s Post-2014 Stock Incentive Account as provided in Section 5.05 below.

Section 5.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Compensation for any Year shall be credited to such Employee’s Cash Incentive Account as of the last business day of the month in which such Compensation was earned, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Compensation for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Compensation, the portion of the Employee’s deferred Compensation so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the Compensation was earned. The amount of an Employee’s Matching Supplemental Savings Plan Contribution (representing amounts that cannot be contributed to the Savings Plan in respect of employee contributions due to applicable

limits on such employee contributions) for any Year shall be converted to Units and shall be credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the matching contribution was made under the Savings Plan.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Compensation deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 5.05 or the Matching Supplemental Savings Plan Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the matching contribution was made under the Savings Plan.

Section 5.06. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.

Section 5.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming that the amount of such dividend or value of such distribution had been used to acquire additional Units of the class giving rise to the dividend or other distribution. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at the average of the high and low per share quoted sale prices of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

ARTICLE 6

Deferral of Performance Awards

Section 6.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:

“Cash Performance Payment” A cash incentive payment due to an Employee in any year under the Management Performance Improvement Plan.

“Management Performance Improvement Plan” The Brink’s Company Management Performance Improvement Plan, as in effect from time to time or any successor thereto.

“Performance Measurement Period” A performance cycle of one or more fiscal years of the Company under the Management Performance Improvement Plan.

Section 6.02. Deferrals of Cash Performance Payments. Effective as of January 1, 2014, no further deferral elections made by with respect to Cash Performance Payments under the Management Performance Improvement Plan. Cash Performance Payments deferred in accordance with this Program pursuant to deferral elections made prior to January 1, 2014 shall continue to be credited to each applicable Employee’s Pre-2015 Stock Incentive Account and subject to the terms and conditions of this Program.

Section 6.03. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.

Section 6.04. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at the average of the high and low per share quoted sale prices of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Section 6.05. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, that the aggregate value of the Brink’s Stock distributed to an Employee (and his or her beneficiaries) attributable to deferrals of Cash Performance Payments otherwise payable with respect to Performance Measurement Periods ending prior to January 1, 2007 (including dividends relating to such Units) shall not be less than the aggregate amount of Cash Performance Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 6.04) in respect of which such Units were initially so credited. The

value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

ARTICLE 7

Reallocations; Unconverted Amounts

Section 7.01. Reallocations Between Cash Incentive Accounts and Stock Incentive Accounts. Notwithstanding anything in the Program to the contrary, and for the avoidance of doubt, no Employee may be permitted at any time to allocate amounts deferred into the Employee's Cash Incentive Account to such Employee's Stock Incentive Accounts or allocate Units credited to such Employee's Stock Incentive Accounts to such Employee's Cash Incentive Account.

Section 7.02. Reallocations Among Investment Options. At any time after amounts have been credited to an Employee’s Cash Incentive Account in accordance with the Program, such Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect to change the allocation of amounts credited to an Employee’s Cash Incentive Account between Eligible Investment Options.

Section 7.03. Unconverted Amounts Upon Termination of Employment. Upon any Employee’s Termination of Employment, any cash amounts that are required to be converted into Units pursuant to any provision of the Program but have not been so converted as of the date of such Termination of Employment shall, not withstanding anything herein to the contrary, be converted into Units and credited to such Employee’s Post-2014 Stock Incentive Account immediately prior to any distributions pursuant to Article 8 based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of termination.

Section 7.04. Removal of Investment Option. Notwithstanding anything herein to the contrary, nothing in the Program shall require the Company to offer or continue to offer any particular investment option. In the event that the Company ceases to offer a particular investment option, each Employee will be permitted to allocate amounts previously allocated to such discontinued investment option to one or more available Eligible Investment Options.

ARTICLE 8

Distributions; Changes to and Cancelations of Deferral Elections

Section 8.01. In Service Distributions. (a) In connection with each deferral election made by an Employee under the Program, the Employee may (but shall not be required to) elect to receive distributions in cash and/or Brink’s Stock in respect of all or a portion of the amounts and/or Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock

Incentive Account, as applicable, prior to such Employee’s Termination of Employment. Such Employee may elect to receive (i) such cash amounts in a single-lump sum distribution on or in equal annual installments (at least two and not more than five) beginning on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)); provided, however, that if the aggregate value of the applicable portion of amounts credited to such Employee’s Cash Incentive Account at the time any such installment is due, is less than or equal to the lesser of $25,000 and the limitation calculated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(v)(B), then such amounts shall be distributed to such Employee in a single-lump sum distribution in a manner that shall comply with Treasury Regulation Section 1.409A-3(j)(4)(v) and (ii) such Units in a single-lump sum distribution on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)). The distribution election(s) described in this Section 8.01 shall be made no later than the corresponding deferral election. After making such a distribution election, an Employee may subsequently change, at least 12 months prior to the first scheduled distribution under such Employee’s current election (such, date the “Initial Distribution”), his or her distribution election under this Section 8.01, but such Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of the Initial Distribution and any such subsequent election shall not become effective prior to the 12-month anniversary of the date such subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b). For the avoidance of doubt, any such subsequent election shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead be applicable with respect to any such payment; provided, however, that, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment. If an Employee experiences a Disability or dies prior to receiving all such distributions elected pursuant to this Section 8.01, such amounts and/or Units that have not been distributed shall be treated in accordance with Section 8.02 below.

(b) The amount of cash to be included in each installment pursuant to this Section 8.01, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).

(c) Any fractional Units distributed pursuant to this Section 8.01 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.

(d) Notwithstanding the foregoing, in the event that Section 8.02, 8.03 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the date of the first scheduled distribution of any deferred amounts and/or Units under this Section 8.01, such provision shall apply instead of this Section 8.01; provided, however, that this Section 8.01 shall continue to apply to any deferred amounts and/or Units after the commencement of distributions hereunder without regard to the potential subsequent application of Section 8.03 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.01.

Section 8.02. Certain Distributions on Death or Disability. (a) Each Employee shall receive a distribution in cash and/or Brink’s Stock in respect of all amounts and/or Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Stock Incentive Accounts, as applicable, as of the date of such Employee’s death or Disability (whether or not distribution shall have previously commenced pursuant to Section 8.01, 8.03 or 8.05), in a single-lump sum distribution as soon as practicable, but no later than 45 days, after the date of such Employee’s death or Disability, as applicable.

(b) Any fractional Units distributed pursuant to this Section 8.02 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.

(c) In the event of an Employee’s death or Disability after the provisions of Section 8.01, 8.03 or 8.05 have become applicable (whether or not distribution has commenced), this Section 8.02 shall apply in lieu of such Sections with respect to any amounts and/or Units that remain standing to the credit of such Employee’s Incentive Accounts as provided in Section 8.02(a).

Section 8.03. Certain Distributions on Termination of Employment. (a) In connection with each deferral under the Program made after July 10, 2014, each Employee shall elect to receive (i) distributions in cash in respect of all amounts covered by such deferral election standing to the credit of such Employee’s Cash Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in equal annual installments (at least two and not more than five) commencing on the first day that is more than six months after the date of the Employee’s Termination of Employment, and with each subsequent installment being paid on each anniversary of such date that is more than six months after the date of the Employee’s Termination of Employment and (ii) distributions in Brink’s Stock in respect of all Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Post-2014 Stock Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s

Termination of Employment. The distribution election described in this Section 8.03 shall be made no later than the corresponding deferral election. An Employee may subsequently change, at least 12 months prior to his or her Termination of Employment, such distribution election, but such an Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of when distributions would have commenced under such Employee’s current election and any such subsequent election shall not become effective prior to the 12-month anniversary of the date the subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b). For the avoidance of doubt, any such subsequent election made during the 12-month period prior to an Employee's Termination of Employment shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead remain applicable with respect to any such payment; provided, however, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment. In the event that an Employee fails to clearly and unambiguously elect a form of distribution under this Section 8.03(a) with respect to all or a portion of any amounts standing to the credit of (or to be credited to) such Employee’s Incentive Accounts, such Employee will be deemed to have elected to receive a single-lump sum distribution as provided for pursuant to this Section 8.03(a) with respect thereto.

(b) In connection with each deferral election made prior to January 1, 2014 under the Program, for any Termination of Employment, each Employee shall receive distributions in Brink’s Stock in respect of all Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions (other than Post-2014 Matching Supplemental Savings Plan Contributions) and dividends related thereto) standing to the credit of such Employee’s Pre-2015 Stock Incentive Account in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in accordance with any applicable distribution election made by such Employee covered by such applicable deferral election prior to January 1, 2014.

(c) The amount of cash to be included in each installment pursuant to this Section 8.03, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining applicable Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).

(d) Any fractional Units distributed pursuant to this Section 8.03 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.

(e) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the applicable Employee’s Termination of Employment, the provisions of Section 8.01, 8.02 or 8.05, as applicable, shall apply instead of this Section 8.03; provided, however, that this Section 8.03 shall continue to apply to any deferred amounts and/or Units after the occurrence of such Employee’s Termination of Employment without regard to the potential subsequent application of Section 8.01 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.03.

Section 8.04. Distributions Attributable to Matching Incentive Contributions and Matching Salary Contributions on Termination of Employment. In the event of an Employee’s (a) death, (b) Retirement, (c) Disability or (d) Termination of Employment for any reason within three years following a Change in Control (other than a Termination of Employment by the Company for Cause), the Employee shall receive a distribution of Brink’s Stock in respect of each Unit standing to the credit of such Employee’s Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto in the same manner as provided in Section 8.02 or 8.03, as applicable, for the distribution of the applicable deferred amount that gave rise to the Matching Incentive Contribution, Matching Salary Contribution, Post-2014 Matching Supplemental Savings Plan Contribution or dividend related thereto that was converted into such Unit.

In the event of a Termination of Employment for a reason not described in the preceding paragraph and that is not in connection with a Termination of Employment by the Company for Cause, such Employee shall be vested in the Units standing to the credit of such Employee in his or her Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto in accordance with the following schedule:

Months Since Initial Program Participation	Vested Percentage

less than 36	0
at least 36 but less than 48	50%
at least 48 but less than 60	75%
60 or more	100%

An Employee shall receive credit for one “month of participation” for each calendar month subsequent to the effective date of the Employee’s initial participation in the Program (without regard to whether such Employee participates in subsequent calendar

years) through the date of such Employee’s Termination of Employment; provided, however, if subsequent to an Employee’s Termination of Employment for any reason, such former Employee again becomes eligible to participate in the Program, any prior credits for “months of participation” shall be disregarded. Notwithstanding anything herein to the contrary, Brink’s Stock in respect of each vested Unit standing to the credit of such Employee attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto shall be distributed as provided in Section 8.02 or 8.03, as applicable, and any remaining unvested Units shall be forfeited; provided further, that any such distribution pursuant to Section 8.03 shall be pursuant to an election made by such Employee as provided for under Section 8.03 in respect of Units deferred under the Program. For the avoidance of doubt, an Employee shall always be vested in any Matching Supplemental Savings Plan Contributions that are not Post-2014 Matching Supplemental Savings Plan Contributions.

Section 8.05. Distribution Following a Change in Control. (a) In the event of a 409A Change in Control, each Employee shall receive a single-lump sum distribution in cash and/or Brink’s Stock (or stock of the successor to the Company, if any) in respect of all amounts and/or Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock Incentive Account, as applicable, on the earlier of (i) the date that is 15 months from the 409A Change in Control and (ii) the date (the “Specified Distribution Date”) specified in any applicable deferral election of the Employee, but only to the extent that such Specified Distribution Date is within 12 months from the 409A Change in Control; provided, however, such Employee may, with respect to each deferral election under the Program made on or after July 10, 2014, elect prior to the earlier of (A) the date that is three months after the occurrence of the 409A Change in Control and (B) the date that is at least 12 months prior to the Specified Distribution Date designated by the Employee in any applicable deferral election, to receive the amounts and/or Units subject to such deferral election in a single-lump sum distribution or, in the case of amounts subject to such deferral elections only, in equal annual installments (at least two and not more than five) commencing no earlier than the fifth anniversary of the date such amounts and/or Units would have been distributed absent such election, and each such distribution election shall otherwise comply with Treasury Regulation Section 1.409A-2(b).

(b) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.03 becomes applicable (whether or not distribution has commenced) prior to a 409A Change in Control, the provisions of Section 8.01, 8.02 or 8.03, as applicable, shall apply instead of this Section 8.05; provided, however, that this Section 8.05 shall continue to apply to any deferred amounts and/or Units after the occurrence of a 409A Change in Control without regard to the potential subsequent application of Section 8.01 or 8.03. Section 8.02 shall apply in all events notwithstanding this Section 8.05.

Section 8.06. Unforeseeable Emergencies. An Employee who experiences an Unforeseeable Emergency may petition the Company to receive a partial or full payout

from his or her Cash Incentive Account and/or Stock Incentive Accounts to the extent permitted by Treasury Regulation Section 1.409A-3(i)(3). Such payout, if any, shall not exceed the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, local or foreign income taxes or penalties reasonably anticipated as a result of such distribution, but after taking into account any additional compensation available by canceling deferral elections as permitted under the Program or any other non-qualified deferred compensation plan in which the Employee participates. An Employee shall not be eligible to receive a payout according to this Section 8.06 to the extent that such a payout would not be permitted by Treasury Regulation Section 1.409A-3(i)(3) or the Unforeseeable Emergency is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Employee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (c) by cessation of deferrals under the Program.

Section 8.07. Changes to and Cancelations of Deferral Elections. Any election to defer under the Program shall be irrevocable, in the case of (a) amounts under the Program for any Year, (i) on and after the first day of such Year or (ii) in the case of an election made by a newly hired Employee for his or her initial Year of employment, after the date such an election is made and (b) Cash Performance Payments under the Program for any Performance Measurement Period, after the last date for making such an election, as specified in the second or third sentence of Section 6.03, above, as applicable (it being understood that an Employee may only change any such election prior to its becoming irrevocable in accordance with procedures established by the Company). After such election has become irrevocable, an Employee may only subsequently change such election consistent with this Article 8 and Code Section 409A but may, in compliance with Treasury Regulation Section 1.409A-3(j)(4)(viii), cancel any such election.

Section 8.08. Termination of Employment by the Company for Cause. In the event of a Termination of Employment by the Company for Cause, the Employee shall forfeit all of the Units standing to the credit of the Employee’s Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto.

Section 8.09. Installment Payments. For purposes of Section 409A, each installment payment provided for under this Article 8 will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

ARTICLE 9

Designation of Beneficiary

An Employee may designate in a written election filed with the Company a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive all distributions and payments under the Program after the Employee’s death. Any such designation may be revoked, and a new election may be made, at any time and from time to time, by the Employee without the consent of any beneficiary. If the

Employee designates more than one beneficiary, any distributions and payments to such beneficiaries shall be made in equal percentages unless the Employee has designated otherwise, in which case the distributions and payments shall be made in the percentages designated by the Employee. If no beneficiary has been named by the Employee or no beneficiary survives the Employee, the remaining amounts and/or Shares (including fractional Shares) in the Employee’s Cash Incentive Account and/or Stock Incentive Accounts shall be distributed or paid in a single lump-sum sum to the Employee’s estate. All distributions from an Employee’s Stock Incentive Accounts shall be made in Shares except that fractional Shares shall be paid in cash.

ARTICLE 10

Miscellaneous

Section 10.01. Nontransferability of Benefits. Except as provided in Article 9, amounts and/or Units credited to a Cash Incentive Account and/or Stock Incentive Account shall not be transferable by an Employee or former Employee (or his or her beneficiaries) other than by will or the laws of descent and distribution or pursuant to a domestic relations order. No Employee, no person claiming through such Employee, nor any other person shall have any right or interest under the Program, or in its continuance, in the payment of any amount or distribution of any amounts and/or Shares under the Program, unless and until all the provisions of the Program, any determination made by the Committee thereunder, and any restrictions and limitations on the payment itself have been fully complied with. Except as provided in this Section 10.01, no rights under the Program, contingent or otherwise, shall be transferable, assignable or subject to any pledge or encumbrance of any nature, nor shall the Company or any of its Subsidiaries be obligated, except as otherwise required by law, to recognize or give effect to any such transfer, assignment, pledge or encumbrance.

Section 10.02. Notices. The Company may require all elections contemplated by the Program to be made on forms provided by it. All notices, elections and other communications pursuant to the Program shall be effective when received by the Company either, in the Company’s sole discretion, via electronic delivery through a Company email system or by reference to a location on a Company intranet or secure internet site to which the Employee has access or in writing delivered to the following address:

The Brink’s Company

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100

Attention of Vice President – Chief Human Resources Officer

Section 10.03. Limitation on Rights of Employee. Nothing in the Program shall be deemed to create, on the part of any Employee, beneficiary or other person, (a) any interest of any kind in the assets of the Company or (b) any trust or fiduciary relationship in relation to the Company. The right of an Employee to receive any amounts and/or

Shares shall be no greater than the right of any unsecured general creditor of the Company.

Section 10.04. No Contract of Employment. The benefits provided under the Program for an Employee shall be in addition to, and in no way preclude, other forms of compensation to or in respect of such Employee. However, the selection of any Employee for participation in the Program shall not give such Employee any right to be retained in the employ of the Company or any of its Subsidiaries for any period. The right of the Company and of each such Subsidiary to terminate the employment of any Employee for any reason or at any time is specifically reserved. In addition, designation of an Employee as a participant for one Year does not create any right to participation or expectation that the Committee will designate the Employee as a participant in any subsequent Year.

Section 10.05. Withholding. All distributions pursuant to the Program shall be subject to withholding in respect of income and other taxes required by law to be withheld. The Company shall establish appropriate procedures to ensure payment or withholding of such taxes. Such procedures may include arrangements for payment or withholding of taxes by retaining Shares otherwise issuable in accordance with the provisions of the Program or by accepting already owned Shares, and by applying the fair market value of such Shares to the withholding taxes payable. The value of the Brink’s Stock distributed to an Employee pursuant to the Program shall, for purposes of income taxes and all other applicable taxes, be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

Section 10.06. Amendment and Termination. The Committee may from time to time amend any of the provisions of the Program, or may at any time terminate the Program. No amendment or termination shall adversely affect any Units (or distributions in respect thereof) which shall theretofore have been credited to any Employee’s Cash Incentive Account and/or Stock Incentive Accounts. On the termination of the Program, distributions from an Employee’s Cash Incentive Account and/or Stock Incentive Accounts shall be made in compliance with Code Section 409A and Treasury Regulations issued thereunder.

EXHIBIT 31.1

I, Thomas C. Schievelbein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of The Brink’s Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2014

	/s/ Thomas. C. Schievelbein
	Thomas C. Schievelbein
	President and Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

I, Joseph W. Dziedzic, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 of The Brink’s Company;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2014

	/s/ Joseph W. Dziedzic
	Joseph W. Dziedzic
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Brink’s Company (the “Company”) for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C. Schievelbein, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas. C. Schievelbein

Thomas C. Schievelbein

President and Chief Executive Officer

(Principal Executive Officer)

October 31, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Brink’s Company (the “Company”) for the period ending September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph W. Dziedzic, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph W. Dziedzic

Joseph W. Dziedzic

Vice President and Chief Financial Officer

(Principal Financial Officer)

October 31, 2014

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