BRINKS CO (Form: 10-Q, Received: 10/25/2013 06:01:04)

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, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-09148

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

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

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 21, 2013, 48,268,087 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)					2013	2012

ASSETS

Current assets:
	Cash and cash equivalents			$	242.3	201.7
	Accounts receivable, net				674.1	612.3
	Prepaid expenses and other				159.5	122.1
	Deferred income taxes				60.4	59.4
		Total current assets			1,136.3	995.5

Property and equipment, net					776.3	793.8
Goodwill					253.0	243.8
Other intangibles					58.7	56.1
Deferred income taxes					383.2	385.3
Other					91.5	79.4

		Total assets		$	2,699.0	2,553.9


LIABILITIES AND EQUITY

Current liabilities:
	Short-term borrowings			$	76.5	26.7
	Current maturities of long-term debt				25.9	27.0
	Accounts payable				168.1	172.8
	Accrued liabilities				559.0	516.5
		Total current liabilities			829.5	743.0

Long-term debt					419.8	335.6
Accrued pension costs					372.2	397.8
Retirement benefits other than pensions					299.6	304.6
Deferred income taxes					19.5	18.7
Other					169.0	177.4
		Total liabilities			2,109.6	1,977.1

Commitments and contingent liabilities (notes 3, 4 and 12)

Equity:
	The Brink’s Company (“Brink’s”) shareholders:
		Common stock			48.3	47.8
		Capital in excess of par value			561.0	568.3
		Retained earnings			660.4	659.1
		Accumulated other comprehensive loss			(759.3)	(773.4)
			Brink’s shareholders		510.4	501.8

	Noncontrolling interests				79.0	75.0

		Total equity			589.4	576.8

		Total liabilities and equity		$	2,699.0	2,553.9

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income

(Unaudited)

				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions, except for per share amounts)			2013		2012	2013	2012

Revenues			$	1,003.0	944.9	2,960.4	2,811.4

Costs and expenses:
Cost of revenues				799.7	764.6	2,415.0	2,281.3
Selling, general and administrative expenses				143.5	143.5	425.7	414.0
	Total costs and expenses			943.2	908.1	2,840.7	2,695.3
Other operating income (expense)				1.2	8.9	(7.4)	9.8

	Operating profit			61.0	45.7	112.3	125.9

Interest expense				(6.5)	(5.7)	(18.5)	(17.2)
Interest and other income (expense)				0.3	1.5	1.2	6.3
	Income from continuing operations before tax			54.8	41.5	95.0	115.0
Provision for income taxes				15.5	15.5	32.0	23.3

	Income from continuing operations			39.3	26.0	63.0	91.7

Loss from discontinued operations, net of tax				(7.3)	(7.8)	(31.9)	(17.6)

	Net income			32.0	18.2	31.1	74.1
		Less net income attributable to noncontrolling interests		(8.2)	(4.7)	(15.2)	(13.1)

	Net income attributable to Brink’s			23.8	13.5	15.9	61.0

Amounts attributable to Brink’s
	Continuing operations			31.1	21.3	47.8	78.6
	Discontinued operations			(7.3)	(7.8)	(31.9)	(17.6)

	Net income attributable to Brink’s		$	23.8	13.5	15.9	61.0

Earnings (loss) per share attributable to Brink’s common shareholders (a)
	Basic:
		Continuing operations	$	0.64	0.44	0.98	1.63
		Discontinued operations		(0.15)	(0.16)	(0.66)	(0.37)
		Net income		0.49	0.28	0.33	1.26

	Diluted:
		Continuing operations	$	0.63	0.44	0.98	1.62
		Discontinued operations		(0.15)	(0.16)	(0.65)	(0.36)
		Net income		0.49	0.28	0.32	1.26

Weighted-average shares
	Basic			48.7	48.5	48.6	48.4
	Diluted			49.0	48.6	48.9	48.6

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

(Unaudited)

					Three Months		Nine Months
					Ended September 30,		Ended September 30,
(In millions)					2013	2012	2013	2012

Net income				$	32.0	18.2	31.1	74.1

Benefit plan adjustments:
	Benefit plan experience gains				13.6	14.8	49.0	45.5
	Benefit plan prior service (costs) credits				5.4	1.3	6.7	(9.1)
	Deferred profit sharing				-	0.2	-	0.5
	Total benefit plan adjustments				19.0	16.3	55.7	36.9

Foreign currency translation adjustments					8.2	11.9	(23.9)	1.0
Unrealized gains (losses) on available-for-sale securities					0.3	(0.4)	0.2	(2.0)
Gains on cash flow hedges					0.3	-	1.1	-
		Other comprehensive income before tax			27.8	27.8	33.1	35.9
Provision for income taxes					6.9	5.5	19.8	12.8

	Other comprehensive income				20.9	22.3	13.3	23.1

		Comprehensive income			52.9	40.5	44.4	97.2
			Less comprehensive income attributable to noncontrolling interests		8.9	5.6	14.1	12.0

		Comprehensive income attributable to Brink's		$	44.0	34.9	30.3	85.2

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statement of Equity

Nine Months ended September 30, 2013

(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, 2012			47.8	$	47.8	568.3	659.1	(773.4)	75.0	576.8

Net income			-		-	-	15.9	-	15.2	31.1
Other comprehensive income (loss)			-		-	-	-	14.4	(1.1)	13.3
Dividends to:
	Brink’s common shareholders ($0.30 per share)		-		-	-	(14.4)	-	-	(14.4)
	Noncontrolling interests		-		-	-	-	-	(4.2)	(4.2)
Share-based compensation:
	Stock options and awards:
		Compensation expense	-		-	7.5	-	-	-	7.5
		Consideration from exercise of stock options	0.2		0.2	2.8	-	-	-	3.0
		Reduction in excess tax benefit of stock compensation	-		-	(2.6)	-	-	-	(2.6)
	Other share-based benefit programs		0.3		0.3	(3.2)	(0.2)	-	-	(3.1)
Acquisition of a noncontrolling interest in a subsidiary			-		-	(11.8)	-	(0.3)	(6.4)	(18.5)
Capital contributions from noncontrolling interest			-		-	-	-	-	0.5	0.5

Balance as of September 30, 2013			48.3	$	48.3	561.0	660.4	(759.3)	79.0	589.4

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

				Nine Months
				Ended September 30,
(In millions)				2013	2012

Cash flows from operating activities:
Net income			$	31.1	74.1
Adjustments to reconcile net income to net cash provided by operating activities:
	Loss from discontinued operations, net of tax			31.9	17.6
	Depreciation and amortization			132.6	121.4
	Share-based compensation expense			7.5	7.1
	Deferred income taxes			(26.8)	(43.7)
	Gains and losses:
		Sales of available-for-sale securities		(0.3)	(2.6)
		Sales of property and other assets		(0.7)	(7.7)
		Business acquisitions and dispositions		(2.0)	(0.8)
	Impairment losses			-	2.6
	Retirement benefit funding (more) less than expense:
		Pension		15.3	(10.3)
		Other than pension		11.5	17.0
	Loss on Venezuela currency devaluation			13.4	-
	Other operating			2.8	10.9
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts receivable		(101.1)	(91.3)
		Accounts payable, income taxes payable and accrued liabilities		37.8	60.4
		Customer obligations		(4.4)	0.2
		Prepaid and other current assets		(18.1)	(10.8)
		Other		(15.2)	2.9
	Discontinued operations			(10.9)	(17.7)
		Net cash provided by operating activities		104.4	129.3

Cash flows from investing activities:
Capital expenditures				(124.3)	(117.3)
Acquisitions				(18.1)	(16.8)
Sales of available-for-sale securities and other investments				9.2	15.0
Cash proceeds from sale of property and equipment				2.8	12.1
Redemption of cash-surrender value of life insurance policies				-	6.2
Other				(0.5)	4.8
Discontinued operations				(0.7)	(3.6)
		Net cash used by investing activities		(131.6)	(99.6)

Cash flows from financing activities:
Borrowings (repayments) of debt:
	Short-term debt			55.3	6.2
	Long-term revolving credit facilities			97.7	24.2
	Other long-term debt:
		Borrowings		4.5	9.7
		Repayments		(20.9)	(22.2)
Acquisition of a noncontrolling interest in a subsidiary				(18.5)	(5.9)
Payment of acquisition-related obligation				(12.8)	-
Debt financing costs				-	(1.5)
Dividends to:
	Shareholders of Brink’s			(14.4)	(14.2)
	Noncontrolling interests in subsidiaries			(4.2)	(5.9)
Proceeds from exercise of stock options				3.0	0.3
Minimum tax withholdings associated with share-based compensation				(3.3)	(5.6)
Other				(0.6)	-
Discontinued operations				(2.7)	2.2
		Net cash provided (used) by financing activities		83.1	(12.7)
Effect of exchange rate changes on cash				(15.3)	2.8
Cash and cash equivalents:
	Increase			40.6	19.8
	Balance at beginning of period			201.7	182.9
		Balance at end of period	$	242.3	202.7

See accompanying notes to consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of presentation

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

· International

· North America

Our unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2012.

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements. Actual results could differ materially from these estimates. The most significant estimates are related to goodwill and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, foreign currency translation and deferred tax assets.

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

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. 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

Brink’s Venezuela accounted for $306.3 million or 10% of total Brink’s revenues and represented a significant component of total segment operating profit in the nine months ended September 30, 2013. At September 30, 2013, we had investments in our Venezuelan operations of $110.0 million on an equity-method basis. At September 30, 2013, we had bolivar fuerte-denominated net monetary assets of $101.7 million, including $84.9 million of cash denominated in bolivar fuertes.

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.

In June 2010, the Venezuelan government established an exchange process that required that each transaction be approved by the government’s central bank (the “SITME” rate). The majority of SITME transactions were approved at a rate of 5.3 bolivar fuertes to the dollar and we used

this rate to remeasure our bolivar fuerte-denominated earnings into U.S. dollars each period, and monetary assets and liabilities into U.S. dollars from June 2010 to January 2013.

In February 2013, the Venezuelan government devalued the official exchange rate resulting in a new official rate of 6.3 bolivar fuertes to the dollar. The government also announced the elimination of the SITME rate. Beginning in February 2013, we began to use the official exchange rate to remeasure our bolivar-fuerte denominated earnings, monetary assets and liabilities. We recognized a $13.4 million net remeasurement loss as a result of the devaluation in the first quarter of 2013.

Brink’s Venezuela has been unable to obtain sufficient U.S. dollars to purchase certain imported supplies and fixed assets to operate its business in Venezuela, and as a result, has purchased more expensive, locally denominated supplies and fixed assets, and we expect it will continue to do so in the future.

Note 2 – Segment information

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

The primary services of the reportable segments include:

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

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

·	secure international transportation of valuables (“Global Services”)

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

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

·	security and guarding services (including airport security)


				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions)				2013	2012	2013	2012

Revenues:
	International		$	768.5	710.3	2,251.6	2,102.8
	North America			234.5	234.6	708.8	708.6
		Revenues	$	1,003.0	944.9	2,960.4	2,811.4


				Three Months		Nine Months
				Ended September 30,		Ended September 30,
(In millions)				2013	2012	2013	2012

Operating profit:
	International		$	81.0	59.4	166.5	168.0
	North America			0.7	8.3	5.1	25.5
		Segment operating profit		81.7	67.7	171.6	193.5
	Non-segment			(20.7)	(22.0)	(59.3)	(67.6)
		Operating profit	$	61.0	45.7	112.3	125.9

Note 3 – Retirement benefits

Pension plans

We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service.

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

		U.S. Plans		Non-U.S. Plans		Total
(In millions)		2013	2012	2013	2012	2013	2012

Three months ended September 30,

Service cost	$	-	-	3.7	2.8	3.7	2.8
Interest cost on projected benefit obligation		10.6	11.0	4.7	5.0	15.3	16.0
Return on assets – expected		(14.2)	(14.9)	(3.2)	(3.0)	(17.4)	(17.9)
Amortization of losses		11.2	9.7	1.5	0.9	12.7	10.6
Amortization of prior service cost		-	-	0.2	0.6	0.2	0.6
Settlement loss		-	1.0	0.8	1.5	0.8	2.5
Net periodic pension cost	$	7.6	6.8	7.7	7.8	15.3	14.6

Nine months ended September 30,

Service cost	$	-	-	11.1	8.2	11.1	8.2
Interest cost on projected benefit obligation		31.7	33.0	14.3	13.9	46.0	46.9
Return on assets – expected		(42.7)	(44.9)	(9.6)	(9.1)	(52.3)	(54.0)
Amortization of losses		33.9	29.4	4.6	3.0	38.5	32.4
Amortization of prior service cost		-	-	0.7	1.4	0.7	1.4
Settlement loss		-	5.0	1.6	2.6	1.6	7.6
Net periodic pension cost	$	22.9	22.5	22.7	20.0	45.6	42.5

In the first nine months of 2013, we made cash contributions totalling $13.0 million to our primary U.S. pension plan. We are not required to make a contribution to the primary U.S. pension plan for the remainder of 2013.

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

Retirement benefits other than pensions

We provide retirement healthcare benefits for eligible current and former U.S., 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)		2013	2012	2013	2012	2013	2012

Three months ended September 30,

Service cost	$	-	-	-	0.2	-	0.2
Interest cost on accumulated postretirement benefit obligations		4.9	5.6	0.5	0.7	5.4	6.3
Return on assets – expected		(5.2)	(5.3)	-	-	(5.2)	(5.3)
Amortization of losses		4.9	5.1	0.2	0.4	5.1	5.5
Amortization of prior service cost		-	-	0.5	0.5	0.5	0.5
Net periodic postretirement cost	$	4.6	5.4	1.2	1.8	5.8	7.2

Nine months ended September 30,

Service cost	$	-	-	0.2	0.3	0.2	0.3
Interest cost on accumulated postretirement benefit obligations		14.8	16.8	1.5	2.2	16.3	19.0
Return on assets – expected		(15.6)	(15.9)	-	-	(15.6)	(15.9)
Amortization of losses		14.7	15.6	0.5	1.0	15.2	16.6
Amortization of prior service cost		-	-	1.3	1.5	1.3	1.5
Net periodic postretirement cost	$	13.9	16.5	3.5	5.0	17.4	21.5

Note 4 – Income taxes

		Three Months				Nine Months
		Ended September 30,				Ended September 30,
(In millions)		2013		2012		2013		2012

Continuing operations
Provision (benefit) for income taxes	$	15.5		15.5		32.0		23.3
Effective tax rate		28.3	%	37.3	%	33.7	%	20.3	%

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 withholding taxes, and the characterization of a French business tax as an income tax.

2012 Compared to U.S. Statutory Rate

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

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

Note 5 – Acquisitions

We acquired 100% of the capital stock of Brazil-based Rede Transacoes Eletronicas Ltda. (Rede Trel) on January 31, 2013. The purchase price of approximately $27.7 million included $25.9 million in cash and the $1.8 million acquisition-date fair value of contingent consideration. On the acquisition date, Rede Trel had $10 million of cash and cash equivalents that it uses as working capital, resulting in a net cash outflow of $16 million related to the acquisition. Rede Trel distributes electronic prepaid products, including mobile phone airtime, via a network of approximately 20,000 retail locations across Brazil. Rede Trel’s strong distribution network supplements Brink’s existing payments business, ePago, which has operations in Brazil, Mexico, Colombia and Panama.

We have provisionally estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the purchase price and the amount of goodwill and intangible assets may change in the future.


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

Fair value of purchase consideration

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


Fair value of net assets acquired

Cash	$	10.0
Accounts receivable		7.8
Other current assets		19.9
Property and equipment		4.0
Intangible assets (a)		11.8
Goodwill (b)		14.0
Current liabilities		(38.8)
Noncurrent liabilities		(1.0)
Fair value of net assets acquired	$	27.7

(a)	Intangible assets are primarily comprised of agent relationships and contractual agreements with the major Brazilian telecommunications companies. Final allocation will be determined once the valuation is complete.

(b)

Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rede Trel's distribution network into our existing ePago business. All of the goodwill has been assigned to the Latin America reporting unit and is expected to be deductible for tax purposes.

We acquired the remaining 26% ownership interest in our cash logistics business in Chile for approximately $18 million in cash on January 10, 2013. We now own 100% of this business.

Note 6 – Accumulated other comprehensive income (loss)

The following tables provide the components of other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive income (loss) into earnings for the three months and nine months ended September 30, 2013 and 2012:

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

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

Three months ended September 30, 2012

Amounts attributable to Brink's:
	Benefit plan adjustments	$	(3.6)	1.2	19.7	(6.8)	10.5
	Foreign currency translation adjustments		11.2	-	-	-	11.2
	Unrealized gains (losses) on available-for-sale securities		0.3	(0.1)	(0.7)	0.2	(0.3)
			7.9	1.1	19.0	(6.6)	21.4

Amounts attributable to noncontrolling interests:
	Benefit plan adjustments		0.2	-	-	-	0.2
	Foreign currency translation adjustments		0.7	-	-	-	0.7
			0.9	-	-	-	0.9

Total
	Benefit plan adjustments (a)		(3.4)	1.2	19.7	(6.8)	10.7
	Foreign currency translation adjustments		11.9	-	-	-	11.9
	Unrealized gains (losses) on available-for-sale securities (c)		0.3	(0.1)	(0.7)	0.2	(0.3)
		$	8.8	1.1	19.0	(6.6)	22.3

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

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

Nine months ended September 30, 2012

Amounts attributable to Brink's:
	Benefit plan adjustments	$	(19.7)	7.4	59.5	(21.0)	26.2
	Foreign currency translation adjustments		(0.8)	-	-	-	(0.8)
	Unrealized gains (losses) on available-for-sale securities		0.8	(0.2)	(2.8)	1.0	(1.2)
			(19.7)	7.2	56.7	(20.0)	24.2

Amounts attributable to noncontrolling interests:
	Benefit plan adjustments		(2.9)	-	-	-	(2.9)
	Foreign currency translation adjustments		1.8	-	-	-	1.8
			(1.1)	-	-	-	(1.1)

Total
	Benefit plan adjustments (a)		(22.6)	7.4	59.5	(21.0)	23.3
	Foreign currency translation adjustments		1.0	-	-	-	1.0
	Unrealized gains (losses) on available-for-sale securities (c)		0.8	(0.2)	(2.8)	1.0	(1.2)
		$	(20.8)	7.2	56.7	(20.0)	23.1

(a)

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

			Three Months		Nine Months
			Ended September 30,		Ended September 30,
			2013	2012	2013	2012

Total net periodic retirement benefit cost included in:
	Cost of revenues	$	16.8	16.8	50.0	47.9
	Selling, general and administrative expenses		4.3	5.0	13.0	16.1

(b)	Pretax foreign currency translation adjustments reclassified to the income statement in 2013 relate to the sale of operations in Poland and Hungary. The amounts are included in loss from discontinued operations in the income statement.

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

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

·	other operating income (expense) ($ 0.1 million losses in the three months and $2.2 million gains in the nine months ended September 30, 2013), and

·	interest and other income (expense) ($0.3 million losses in the three months and $0.8 million losses in the nine months ended September 30, 2013).

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

			Benefit Plan Adjustments	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total
(In millions)			Benefit Plan Adjustments	Foreign Currency Translation Adjustments	Unrealized Gains (Losses) on Available-for-Sale Securities	Gains (Losses) on Cash Flow Hedges	Total
Balance as of December 31, 2012		$	(665.1)	(109.9)	1.6	-	(773.4)
	Other comprehensive income (loss) before reclassifications		(1.2)	(22.5)	0.3	2.5	(20.9)
	Amounts reclassified from accumulated other comprehensive loss		36.9	-	(0.2)	(1.4)	35.3
Other comprehensive income (loss) attributable to Brink's			35.7	(22.5)	0.1	1.1	14.4
Acquisitions of noncontrolling interests			-	(0.3)	-	-	(0.3)
Balance as of September 30, 2013		$	(629.4)	(132.7)	1.7	1.1	(759.3)

Note 7 – 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 2012 Form 10-K.

				September 30,	December 31,
(In millions)				2013	2012

Mutual Funds
	Cost		$	3.3	4.3
	Gross unrealized gains			1.2	1.0
		Fair value	$	4.5	5.3

Fixed-Rate Debt

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

			September 30,	December 31,
(In millions)			2013	2012

DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		43.4	43.4

Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		105.8	110.5

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

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

There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2013.

Other Financial Instruments

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

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. Our short term contracts have a weighted average maturity of approximately one month. In 2013, we 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, 2013, were not significant. At September 30, 2013, the fair value of the cross-currency swap was an asset of $3.1 million. There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2013.

Note 8 – 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”) was replaced by the 2013 Equity Incentive Plan (the “2013 Plan”) effective in February 2013.

The 2013 Plan permits grants of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, as well as other share-based and cash awards to eligible employees.

The 2005 Plan permitted grants of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance units, and other share-based awards to eligible employees. No further grants of awards will be made under the 2005 Plan.

We provide share-based awards to directors through the Non-employee Directors’ Equity Plan (the “Directors’ Plan”). Only deferred stock units have been granted under the Directors’ Plan to date.

Nonvested Share Activity
	Number of Shares					Weighted-Average
	2013	2005	Directors’			Grant-Date
(In thousands of shares, except per share amounts)	Plan	Plan	Plan	Total		Fair Value (a)

Balance as of December 31, 2012	-	407.9	23.0	430.9	$	23.19
Granted	492.4	-	19.2	511.6		26.04
Cancelled awards	(8.2)	(36.2)	-	(44.4)		23.85
Vested	-	(144.1)	(23.0)	(167.1)		23.09
Balance as of September 30, 2013	484.2	227.6	19.2	731.0	$	25.17

(a)

For restricted stock units and deferred stock units granted under the 2005 Plan and the Directors’ Plan, fair value was measured at the date of grant based on the average of the high and low per share quoted sales price of Brink’s common stock, adjusted for a discount on units that do not receive or accrue dividends. For restricted stock units granted under the 2013 Plan, fair value was measured at the date of grant based on the closing per share quoted sales price of Brink’s common stock, adjusted for a discount on units that do not receive or accrue dividends. For performance share units and market share units granted under the 2013 Plan, fair value was measured based on a Monte-Carlo simulation pricing model.

During 2013, we granted: 210,368 performance share units (weighted average grant date fair value of $26.22); 96,175 market share units (weighted average grant date fair value of $26.42); and 185,811 restricted stock units (weighted average grant date fair value of $25.57) under the 2013 Plan.

Performance share units reward the achievement of pre-established financial goals over the performance period (April 1, 2013, through December 31, 2015) and will be paid out in shares of Brink’s common stock at a rate of 0 to 200% based on the achievement of the goals, with an additional +/- 25% multiplier that will be applied to the payout based on Brink’s total shareholder return relative to companies in the S&P 500 index.

Market share units will be paid out in shares of Brink’s common stock at the end of the performance period (April 1, 2013, through December 31, 2015) at a rate of 0 to 150%, calculated by multiplying the target award by the ratio of the price of Brink’s stock at the end of the performance period divided by the price of Brink’s stock at the beginning of the performance period. The stock prices used in the calculation of the ratio will be the average closing price for the twenty days preceding each date.

Restricted stock units are settled in shares of the Brink’s common stock, subject to vesting requirements.

No options have been granted in 2013. The fair value of the options granted during the nine months ended September 30, 2012 was calculated using the following estimated weighted-average assumptions:

				Nine Months
				Ended September 30,
Options Granted				2012

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

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

Weighted-average fair value estimates at grant date:
	In millions		$			2.5
	Fair value per share		$			6.30

(a)	The expected dividend yield is the calculated yield on Brink’s common stock at the time of the grant.

(b)	The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.

(c)	The risk-free interest rate was based on U.S. Treasury debt yields at the time of the grant.

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

Note 9 – Shares used to calculate earnings per share

		Three Months		Nine Months
		Ended September 30,		Ended September 30,
(In millions)		2013	2012	2013	2012

Weighted-average shares:
	Basic (a)	48.7	48.5	48.6	48.4
	Effect of dilutive stock options and awards	0.3	0.1	0.3	0.2
	Diluted	49.0	48.6	48.9	48.6

Antidilutive stock options and awards excluded from denominator		1.2	2.2	1.7	2.5

(a)

We have deferred compensation plans for directors and certain of our employees. Amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans. Additionally, non-participating 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 0.6 million in the three months and 0.6 million in the nine months ended September 30, 2013, and 0.7 million in the three months and 1.0 million in the nine months ended September 30, 2012.

Note 10 – Loss from discontinued operations

			Three Months		Nine Months
			Ended September 30,		Ended September 30,
(In millions)			2013	2012	2013	2012

Discontinued European operations (a):
	Loss from operations (b)	$	(3.9)	(8.6)	(28.3)	(20.1)
	Loss from sale		(2.9)	-	(3.6)	-
Adjustments to contingencies of former operations			(0.3)	-	0.9	0.1
Loss from discontinued operations before income taxes			(7.1)	(8.6)	(31.0)	(20.0)
Provision (benefit) for income taxes			0.2	(0.8)	0.9	(2.4)
Loss from discontinued operations, net of tax		$	(7.3)	(7.8)	(31.9)	(17.6)

(a)

Discontinued operations include cash-in-transit operations in Germany, Poland, Turkey, and Hungary, and guarding operations in France, Morocco, and Germany. Revenues from these European operations were $17.4 million in the three months and $67.8 million in the nine months ended September 30, 2013, and $34.0 million in the three months and $101.5 million in the nine months ended September 30, 2012. Interest expense included in discontinued operations was $0.1 million in the three months and $0.2 million in the nine months ended September 30, 2013 and $0.1 million in the three months and $0.3 million in the nine months ended September 30, 2012.

(b)

As of September 30, 2013, loss from operations includes $15.9 million of severance expenses which will be required to be paid to terminate certain employees of the German cash-in-transit operations after the sale of the business is completed. We intend to contribute a portion of the cost to fund the severance payments to the business prior to the execution of the sale transaction.

Discontinued European Operations

In 2012, we agreed to sell our cash-in-transit operations in Germany and Poland as well as event security operations in France. The divestiture in France closed in January 2013 (no loss on sale for the nine months ended September 30, 2013), the divestiture in Poland closed in March 2013 ($0.3 million loss on sale for the nine months ended September 30, 2013), and the divestiture of the cash-in-transit operations in Germany is expected to be completed in the fourth quarter of 2013. We completed the divestiture of guarding operations in Morocco in December 2012 and recognized a loss on the sale of $0.6 million ($0.3 million in the fourth quarter of 2012 and $0.3 million in the second quarter of 2013).

In September 2013, we completed the sale of our entire business in Hungary ($2.8 million loss on sale). In July 2013, we completed the sale of our aviation security services business in Germany ($0.1 million loss on sale). In addition, we completed the shutdown of our cash-in-transit operations in Turkey in June 2013.

The results of these operations in Germany, Poland, Turkey, Hungary, France, and Morocco have been excluded from continuing operations and are reported as discontinued operations for the current and prior periods.

The table below shows revenues and losses from operations before tax for the cash-in-transit operations in Germany to be sold in 2013:

			Three Months		Nine Months
			Ended September 30,		Ended September 30,
(In millions)			2013	2012	2013	2012

German CIT Operation:
	Revenues	$	15.8	14.3	46.6	42.2
	Losses from operations before tax		1.3	2.5	22.9	8.3

Note 11 – Supplemental cash flow information

			Nine Months
			Ended September 30,
(In millions)			2013	2012

Cash paid for:
	Interest	$	18.4	17.3
	Income taxes		68.1	73.9

Non-cash Investing and Financing Activities

We acquired $1.6 million of armored vehicles under capital lease arrangements in the first nine months of 2013, as compared to $11.6 million in the first nine months of 2012.

We contributed $9 million of Brink’s common stock to our primary U.S. pension plan in the first three months of 2012.

Note 12 – Commitments and contingent matters

Operating leases

We have made residual value guarantees of approximately $10.3 million at September 30, 2013, related to operating leases, principally for trucks and other vehicles.

Other

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

THE BRINK’S COMPANY

and subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

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

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

·	secure international transportation of valuables (“Global Services”)

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

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

·	security and guarding services (including airport security)

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

RESULTS OF OPERATIONS

Consolidated Review

Non-GAAP Results

Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The purpose of the non-GAAP results is to report financial information without certain income and expense items and to adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year non-GAAP tax rate. For 2013, a forecasted full-year tax rate is used. The full year non-GAAP tax rate in both years excludes certain pretax and tax income and expense amounts. The non-GAAP results provide information to assist comparability and estimates of future performance. Brink’s believes these measures are helpful in assessing operations and estimating future results and enable period-to-period comparability of financial performance. Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts. The adjustments are described in detail and are reconciled to our GAAP results on pages 35 – 38.

			Third Quarter		%		Nine Months		%
(In millions, except for per share amounts)			2013	2012	Change		2013	2012	Change

GAAP
Revenues		$	1,003.0	944.9	6	$	2,960.4	2,811.4	5
	Segment operating profit (a)		81.7	67.7	21		171.6	193.5	(11)
	Non-segment expense		(20.7)	(22.0)	(6)		(59.3)	(67.6)	(12)
	Operating profit		61.0	45.7	33		112.3	125.9	(11)
Income from continuing operations (b)			31.1	21.3	46		47.8	78.6	(39)
Diluted EPS from continuing operations (b)			0.63	0.44	43		0.98	1.62	(40)

Non-GAAP (c)
Revenues		$	1,003.0	944.9	6	$	2,960.4	2,811.4	5
	Segment operating profit (a)		85.4	64.7	32		195.3	196.0	-
	Non-segment expense		(11.3)	(10.4)	9		(30.3)	(31.7)	(4)
	Operating profit		74.1	54.3	36		165.0	164.3	-
Income from continuing operations (b)			33.7	28.2	20		72.6	84.7	(14)
Diluted EPS from continuing operations (b)			0.69	0.58	19		1.48	1.74	(15)

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 23 and 26 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 2013 are provided on page 34.

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

(c)	Non-GAAP earnings information is contained on pages 35 – 38, including reconciliation to amounts reported under GAAP.

Organic Growth

Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of the following items: acquisitions and dispositions, changes in currency exchange rates and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting.

Overview

GAAP

Third Quarter

Our revenues increased $58.1 million or 6% and our operating profit increased $15.3 million or 33% in the third quarter of 2013. Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates. Operating profit increased primarily due to organic improvement in our International segment, partially offset by an organic profit decrease in North America and unfavorable changes in currency exchange rates.

Our income from continuing operations in 2013 increased $9.8 million compared to 2012 primarily due to the operating profit increase, partially offset by an increase in income attributable to noncontrolling interests.

Our earnings per share from continuing operations was $0.63, up from $0.44 in 2012.

Nine Months

Our revenues increased $149.0 million or 5% and our operating profit decreased $13.6 million or 11% in the first nine months of 2013. Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates. Operating profit decreased primarily due to the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium and a charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency ($13.4 million). Excluding these items, profit decreased in North America and increased in our International segment.

Our income from continuing operations in 2013 decreased $30.8 million compared to 2012 primarily due to a $21 million non-cash tax benefit in 2012 related to a change in retiree health care funding strategy as well as the operating profit decrease mentioned above.

Our earnings per share from continuing operations was $0.98, down from $1.62 in 2012.

Non-GAAP

Non-GAAP results include the following adjustments:

		Three Months			Nine Months
		Ended September 30,			Ended September 30,
			2013	2012	2013	2012

GAAP Diluted EPS		$	0.63	0.44	0.98	1.62
	Exclude Venezuela net monetary asset remeasurement losses		-	-	0.17	-
	Exclude U.S. retirement plan expenses		0.16	0.17	0.48	0.53
	Exclude employee benefit settlement and severance losses		0.01	0.03	0.02	0.05
	Exclude gains and losses on acquisitions and dispositions		(0.02)	(0.06)	(0.04)	(0.10)
	Exclude tax benefit from change in retiree health care funding strategy		-	-	-	(0.43)
	Adjust quarterly tax rate to full-year average rate		(0.10)	0.01	(0.13)	0.08
Non-GAAP Diluted EPS		$	0.69	0.58	1.48	1.74

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 35 – 38.

Third Quarter

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

Operating profit increased $19.8 million or 36% in 2013 primarily due to organic growth in our International segment, partially offset by an organic profit decrease in North America and unfavorable changes in currency exchange rates.

Our income from continuing operations in 2013 increased $5.5 million compared to 2012 primarily due to the operating profit increase, partially offset by income tax effects of the profit increase and an increase in income attributable to noncontrolling interests.

Our earnings per share from continuing operations was $0.69, up from $0.58 in 2012.

Nine Months

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

Operating profit was flat in 2013 primarily due to the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium. Excluding this item, profit decreased in North America and increased in our International segment.

Our income from continuing operations in 2013 decreased 14% primarily due to an increase in income attributable to noncontrolling interests.

Our earnings per share from continuing operations was $1.48, down from $1.74 in 2012.

Outlook for 2013

GAAP

Our organic revenue growth rate for 2013 is expected to be in the 5% to 8% range, and our estimate of the impact of changes in currency exchange rates on revenue is in the negative 2% to negative 4% range. Our operating segment margin for 2013 is expected to be in the 6.0% to 6.5% range. Our International organic revenue growth rate for 2013 is expected to be in the 8% to 10% range, and our estimate of the impact of changes in currency exchange rates on International revenue is in the negative 3% to negative 5% range. Our International segment margin for 2013 is expected to be in the 7.0% to 8.0% range. Our North America organic revenue growth rate for 2013 is expected to be in the 0% to 2% range, and we do not expect changes in currency exchange rates to affect North America revenue compared to last year. Our North America segment margin is expected to be in the 1% to 2% range for 2013. We expect the North American margin to improve in 2014 and 2015, and we have a goal to reach 7% in 2016.

Non-GAAP

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

Our operating segment margin is expected to be in the 6.5% to 7.0% range. Our International segment margin is expected to be in the 8.0% to 9.0% range and our North America segment margin is expected to be in the 2% to 3% range.

See page 34 for a summary of our 2013 Outlook.

Segment Operating Results

Segment Review

Third Quarter 2013 versus Third Quarter 2012

GAAP
								Acquisitions /
							Organic	Dispositions	Currency		% Change
(In millions)						3Q '12	Change	(a)	(b)	3Q '13	Total	Organic
Revenues:
	International:
		Latin America			$	385.2	76.1	3.8	(41.3)	423.8	10	20
		EMEA				286.0	2.2	-	13.0	301.2	5	1
		Asia Pacific				39.1	6.7	-	(2.3)	43.5	11	17
			International			710.3	85.0	3.8	(30.6)	768.5	8	12
			North America			234.6	2.4	-	(2.5)	234.5	-	1
				Total	$	944.9	87.4	3.8	(33.1)	1,003.0	6	9
Operating profit:
	International				$	59.4	29.0	0.8	(8.2)	81.0	36	49
	North America					8.3	(7.4)	-	(0.2)	0.7	(92)	(89)
		Segment operating profit				67.7	21.6	0.8	(8.4)	81.7	21	32
		Non-segment				(22.0)	0.3	1.0	-	(20.7)	(6)	(1)
				Total	$	45.7	21.9	1.8	(8.4)	61.0	33	48
Segment operating margin:
	International					8.4%				10.5%
	North America					3.5%				0.3%
				Segment operating margin		7.2%				8.1%

Non-GAAP
								Acquisitions /
							Organic	Dispositions	Currency		% Change
(In millions)						3Q '12	Change	(a)	(b)	3Q '13	Total	Organic
Revenues:
	International:
		Latin America			$	385.2	76.1	3.8	(41.3)	423.8	10	20
		EMEA				286.0	2.2	-	13.0	301.2	5	1
		Asia Pacific				39.1	6.7	-	(2.3)	43.5	11	17
			International			710.3	85.0	3.8	(30.6)	768.5	8	12
			North America			234.6	2.4	-	(2.5)	234.5	-	1
				Total	$	944.9	87.4	3.8	(33.1)	1,003.0	6	9
Operating profit:
	International				$	54.2	35.0	0.8	(8.2)	81.8	51	65
	North America					10.5	(6.7)	-	(0.2)	3.6	(66)	(64)
		Segment operating profit				64.7	28.3	0.8	(8.4)	85.4	32	44
		Non-segment				(10.4)	(0.9)	-	-	(11.3)	9	9
				Total	$	54.3	27.4	0.8	(8.4)	74.1	36	50
Segment operating margin:
	International					7.6%				10.6%
	North America					4.5%				1.5%
				Segment operating margin		6.8%				8.5%

Amounts may not add due to rounding.

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

(b)

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

Segment Review

Third Quarter 2013 versus Third Quarter 2012

Consolidated Segment Review

GAAP

Revenue increased 6% to $1,003.0 million due primarily to organic growth of 12% in our International segment partially offset by unfavorable changes in currency exchange rates.

Cost of revenues increased 5% to $799.7 million driven by higher labor costs from inflation-based wage increases. Selling, general and administrative costs remained flat at $143.5 million as higher labor costs were offset by the write-off of government receivables in Argentina in 2012 and the benefits of corporate cost control actions.

Segment operating profit increased 21% ($14.0 million) reflecting profit growth in our International segment partially offset by lower profits in our North America segment.

Non-GAAP

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

Segment operating profit increased 32% ($20.7 million) reflecting profit growth in our International segment partially offset by lower profits in our North America segment.

International Segment Review

Overview

GAAP

Revenues in the third quarter of 2013 for our International segment were 8% higher compared to the same period of 2012 as:

·	revenues in Latin America were 10% higher ($38.6 million)

·	revenues in EMEA were 5% higher ($15.2 million), and

·	revenues in Asia Pacific were 11% higher ($4.4 million).

Operating profit in our International segment increased 36% ($21.6 million) due to improved profits in Latin America and Asia Pacific.

We conformed the method we used in 2012 to allocate certain international overhead expenses to Latin America, EMEA and Asia Pacific to the method we are using in 2013. The 2012 amounts were not materially affected.

Non-GAAP

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

Operating profit in our International segment increased 51% ($27.6 million) due to improved profits in Latin America and Asia Pacific.

Latin America

GAAP

Revenue in Latin America increased 10% ($38.6 million) due to organic growth of 20% ($76.1 million) driven by inflation-based price increases in Venezuela, Argentina and Brazil, partially offset by an unfavorable currency impact ($41.3 million), primarily due to a devaluation in Venezuela.

Latin America operating profit increased 70% due to:

·	higher profits in Venezuela despite a gain on a building sale ($7.2 million) in 2012,

·	organic improvement in Argentina and Brazil, despite government-mandated wage increases,

·	decreased severance charges, and

·	write-offs of government receivables in Argentina in 2012,

partially offset by an unfavorable currency impact ($9.5 million).

Non-GAAP

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

Latin America operating profit more than doubled due to:

·	significant organic improvement in Venezuela and, to a lesser extent, in Argentina and Brazil, despite government-mandated wage increases,

·	decreased severance charges, and

·	write-offs of government receivables in Argentina in 2012,

partially offset by an unfavorable currency impact ($9.5 million).

EMEA

Revenue in EMEA increased 5% ($15.2 million) due to 1% organic growth ($2.2 million) and favorable changes in currency exchange rates ($13.0 million). Organic growth was driven by higher volumes in Ireland and Russia, partially offset by:

·	lower volumes in the United Kingdom, and

·	lower volumes in France due to a customer loss.

EMEA operating profit increased 3% due to favorable changes in currency exchange rates ($1.4 million) and the benefit of a change in tax legislation in France, partially offset by a profit decrease in the United Kingdom and a customer loss in France.

Asia Pacific

Revenue in Asia Pacific increased 11% ($4.4 million) due to organic growth ($6.7 million) in Hong Kong and China partially offset by unfavorable changes in currency exchange rates ($2.3 million).

Operating profit more than doubled due to streamlining the regional cost structure and other growth across the region.

North America Segment

GAAP

Revenues in North America were flat due to an organic increase in the United States and Canada offset by unfavorable changes in currency exchange rates ($2.5 million).

Operating profit decreased $7.6 million due to lower CIT demand and continued pricing pressure in the U.S.

Non-GAAP

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

Operating profit decreased $6.9 million due to lower CIT demand and continued pricing pressure in the U.S.

Segment Review

Nine Months 2013 versus Nine Months 2012

GAAP
								Acquisitions /
							Organic	Dispositions	Currency		% Change
(In millions)						YTD '12	Change	(a)	(b)	YTD '13	Total	Organic
Revenues:
	International:
		Latin America			$	1,147.4	176.5	11.1	(84.7)	1,250.3	9	15
		EMEA				840.2	16.6	-	15.6	872.4	4	2
		Asia Pacific				115.2	18.2	-	(4.5)	128.9	12	16
			International			2,102.8	211.3	11.1	(73.6)	2,251.6	7	10
			North America			708.6	4.0	-	(3.8)	708.8	-	1
				Total	$	2,811.4	215.3	11.1	(77.4)	2,960.4	5	8
Operating profit:
	International				$	168.0	23.4	1.6	(26.5)	166.5	(1)	14
	North America					25.5	(20.2)	-	(0.2)	5.1	(80)	(79)
		Segment operating profit				193.5	3.2	1.6	(26.7)	171.6	(11)	2
		Non-segment				(67.6)	7.1	1.2	-	(59.3)	(12)	(11)
				Total	$	125.9	10.3	2.8	(26.7)	112.3	(11)	8
Segment operating margin:
	International					8.0%				7.4%
	North America					3.6%				0.7%
				Segment operating margin		6.9%				5.8%

Non-GAAP
								Acquisitions /
							Organic	Dispositions	Currency		% Change
(In millions)						YTD '12	Change	(a)	(b)	YTD '13	Total	Organic
Revenues:
	International:
		Latin America			$	1,147.4	176.5	11.1	(84.7)	1,250.3	9	15
		EMEA				840.2	16.6	-	15.6	872.4	4	2
		Asia Pacific				115.2	18.2	-	(4.5)	128.9	12	16
			International			2,102.8	211.3	11.1	(73.6)	2,251.6	7	10
			North America			708.6	4.0	-	(3.8)	708.8	-	1
				Total	$	2,811.4	215.3	11.1	(77.4)	2,960.4	5	8
Operating profit:
	International				$	163.9	29.1	1.6	(13.1)	181.5	11	18
	North America					32.1	(18.1)	-	(0.2)	13.8	(57)	(56)
		Segment operating profit				196.0	11.0	1.6	(13.3)	195.3	-	6
		Non-segment				(31.7)	1.4	-	-	(30.3)	(4)	(4)
				Total	$	164.3	12.4	1.6	(13.3)	165.0	-	8
Segment operating margin:
	International					7.8%				8.1%
	North America					4.5%				1.9%
				Segment operating margin		7.0%				6.6%

Amounts may not add due to rounding.

See page 23 for footnote explanations.

Segment Review

Nine Months 2013 versus Nine Months 2012

Consolidated Segment Review

GAAP

Revenue increased 5% to $2,960.4 million due primarily to organic growth of 10% in our International segment partially offset by unfavorable changes in currency exchange rates.

Cost of revenues increased 6% to $2,415.0 million driven by higher labor costs from inflation-based wage increases, as well as a $18.7 million charge related to a robbery in Brussels, Belgium. Selling, general and administrative costs increased 3% to $425.7 million due primarily to higher labor costs, partially offset by the write-off of government receivables in Argentina in 2012 and the benefits of corporate cost control actions.

Segment operating profit decreased 11% ($21.9 million) reflecting lower profits in both our North America and International segments. Results include a charge of $18.7 million related to a robbery in Brussels, Belgium. This charge impacts the North America segment by $3.5 million and International by $15.2 million. The first half of 2013 also includes a $13.4 million charge in our International segment related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency.

Non-GAAP

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

Segment operating profit was flat versus 2012, reflecting higher profits in our International segment offset by lower results in our North America segment. Results include a charge of $18.7 million related to the robbery in Brussels, Belgium. This charge impacts the North America segment by $3.5 million and International by $15.2 million.

International Segment Review

Overview

GAAP

Revenues in the first half of 2013 for our International segment were 7% higher ($148.8 million) than the same period of 2012 as:

·	revenues in Latin America were 9% higher ($102.9 million),

·	revenues in EMEA were 4% higher ($32.2 million), and

·	revenues in Asia Pacific were 12% higher ($13.7 million).

Operating profit in our International segment decreased 1% ($1.5 million) due to lower profits in EMEA, mostly offset by growth in Asia Pacific. Results include a charge of $15.2 million related to the robbery in Brussels, Belgium and a $13.4 million charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency.

Non-GAAP

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

Operating profit in our International segment increased 11% ($17.6 million) due to higher profits in Latin America and Asia Pacific, partially offset by a decline in EMEA. Results include a charge of $15.2 million related to the robbery in Brussels, Belgium.

Latin America

GAAP

Revenue in Latin America increased 9% ($102.9 million) due to organic growth of 15% ($176.5 million) driven by inflation-based price increases in Venezuela and Argentina, partially offset by an unfavorable currency impact ($84.7 million) primarily due to a devaluation in Venezuela.

Latin America operating profit remained flat due to:

·	unfavorable changes in currency exchange rates ($27.6 million) primarily related to a devaluation in Venezuela, including a charge related to the remeasurement of net monetary assets ($13.4 million),

·	a gain on a building sale in Venezuela ($7.2 million) in 2012,

·	an organic decrease in Brazil due to government-mandated wage increases that were not recovered through price increases, and a slow-down in its economy, and

·	higher security costs,

offset by:

·	significant organic improvement in Venezuela, and to a lesser extent, in Argentina, Chile and Mexico,

·	write-offs of government receivables in Argentina in 2012, and

·	changes in government regulations that negatively impacted certain countries in 2012.

Non-GAAP

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

Latin America operating profit increased 23% due to:

·	significant organic improvement in Venezuela and, to a lesser extent, in Chile and Argentina,

·	write-offs of government receivables in Argentina in 2012, and

·	changes in government regulations that negatively impacted certain countries in 2012,

partially offset by:

·	unfavorable changes in currency exchange rates ($14.2 million) primarily related to a devaluation in Venezuela,

·	an organic decrease in Brazil due to government-mandated wage increases that were not recovered through price increases, and a slow-down in its economy, and

·	higher security costs.

EMEA

EMEA revenues increased 4% ($32.2 million) due to organic revenue growth ($16.6 million) and favorable changes in currency exchange rates ($15.6 million). Organic growth was driven by increased volumes in Global Services, Ireland and Russia, partially offset by lower revenues in France due to a customer loss and Greece.

EMEA operating profit decreased 15% due to:

·	a 2012 commercial settlement in the Netherlands that did not reoccur in 2013,

·	a customer loss in France,

·	lower profits across much of the region, and

·	higher security costs,

partially offset by the benefit of a change in tax legislation in France.

Asia Pacific

Revenue in Asia Pacific increased 12% ($13.7 million) due mainly to organic growth in Hong Kong, China and Australia.

Operating profit increased 92% due to streamlining the regional cost structure and improved profits in Hong Kong and China.

North America Segment

GAAP

Revenues in North America were flat due to organic decrease in the United States and unfavorable changes in currency exchange rates ($3.8 million) offset by organic growth in Canada.

Operating profit decreased $20.4 million due to lower CIT demand and continued pricing pressure in the U.S. and the $3.5 million impact of the loss related to the robbery in Brussels, Belgium.

Non-GAAP

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

Operating profit decreased $18.3 million due to lower CIT demand and continued pricing pressure in the U.S. and the $3.5 million impact of the loss related to the robbery in Brussels, Belgium.

Most of the armored vehicles used by our U.S. operations are accounted for as operating leases. The cost related to these leases is recognized as rental expense in the Consolidated Statements of Income. Since March 2009, we have acquired armored vehicles in the U.S. either by purchasing or by leasing under agreements that we have accounted for as capital leases. We currently expect to continue acquiring new vehicles in the U.S. with capital leases. The cost of vehicles under capital lease is recognized as depreciation and interest expense. Because of

the shift in the way we acquire vehicles in the U.S., our depreciation and interest related to the U.S. fleet is higher and our rental expense is lower compared to earlier periods and we expect this trend to continue.

Non-segment Income (Expense)

GAAP			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2013	2012	change	2013	2012	change

General and administrative		$	(11.8)	(10.8)	9	(31.7)	(33.0)	(4)
Retirement costs (primarily former operations)			(10.3)	(11.5)	(10)	(31.0)	(36.7)	(16)
Royalty income			0.5	0.4	25	1.4	1.3	8
Gains on business acquisitions and dispositions			0.9	(0.1)	fav	2.0	0.8	fav
	Non-segment income (expense)	$	(20.7)	(22.0)	(6)	(59.3)	(67.6)	(12)

Third Quarter

Non-segment expenses in the third quarter of 2013 were $1.3 million lower than 2012 mainly due to decreased retirement costs ($1.2 million) and gains from favorable purchase price adjustments ($0.9 million) primarily related to the January 2013 purchase of Rede Trel in Brazil, partially offset by higher administrative costs ($1.0 million).

Nine Months

Non-segment expenses in the first nine months of 2013 were $8.3 million lower than 2012 mainly due to lower retirement costs ($5.7 million), lower general and administrative costs ($1.3 million) and higher gains on business acquisitions and dispositions ($1.2 million).

Retirement costs in the first nine months of 2012 included $5 million of settlement losses. General and administrative costs in the first quarter of 2013 included a reduction in accrued benefits. The higher gains on business acquisitions and dispositions in the first nine months were primarily related to a January 2013 purchase of a payments business in Brazil.

Outlook for 2013

We believe that non-segment expenses will be approximately $80 million in 2013 or $9 million lower than 2012 because of a decrease in costs related to retirement plans. See page 34 for a summary of our 2013 Outlook.

Non-GAAP			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2013	2012	change	2013	2012	change

General and administrative		$	(11.8)	(10.8)	9	(31.7)	(33.0)	(4)
Royalty income			0.5	0.4	25	1.4	1.3	8
	Non-segment income (expense)	$	(11.3)	(10.4)	9	(30.3)	(31.7)	(4)

Third Quarter

Non-segment expenses on a non-GAAP basis in the third quarter of 2013 were $0.9 million higher than 2012 primarily due to higher general and administrative costs ($1.0 million).

Nine Months

Non-segment expenses on a non-GAAP basis in the first nine months of 2013 were $1.4 million lower than 2012, due to lower general and administrative costs ($1.3 million) which included a reduction in accrued benefits in the first quarter of 2013.

Outlook for 2013

We estimate that non-segment expenses on a non-GAAP basis will be approximately $41 million in 2013, or $1 million lower than 2012 primarily as a result of lower benefit costs in general and administrative expenses. See page 34 for a summary of our 2013 Outlook.

Foreign Operations

We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.

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

Currency exchange risks and hedging activities

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, 2013, the notional value of our shorter term outstanding foreign currency contracts was $75.1 million with remaining weighted average contract maturities of approximately one month. These shorter term foreign currency contracts primarily offset exposures in the euro and Mexican peso. 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 $0.2 million on such contracts in the first nine months of 2013.

At September 30, 2013, we also had a longer term cross currency swap contract with a notional value of $21.3 million. This currency contract, which has a weighted average maturity of 2.8 years, was entered into to hedge exposure in Brazilian real and is designated as a cash flow hedge for accounting purposes. We recognized net gains of $1.4 million on this contract, of which gains of $2.2 million were included other operating income (expense) to offset transaction losses of $2.2 million and expenses of $0.8 million were included in interest and other income (expense) in the first nine months of 2013.

At September 30, 2013, the fair value of all outstanding foreign currency contracts was $3.3 million, of which $0.3 million is included in prepaid expenses and other, $4.2 million in other assets and $1.2 million in accrued liabilities.

Venezuela

Brink’s Venezuela constitutes a material portion of our overall consolidated operations. Brink’s Venezuela accounted for $306.3 million or 10% of total Brink’s revenues and represented a significant component of total segment operating profit in the nine months ended September 30, 2013. At September 30, 2013, we had investments in our Venezuelan operations of $110.0 million on an equity-method basis. At September 30, 2013, we had bolivar fuerte-denominated net monetary assets of $101.7 million, including $84.9 million of cash denominated in bolivar fuertes.

Brink’s Venezuela is subject to local laws and regulatory interpretations that require government approval of the exchange of currency and determine the exchange rate at which repatriating dividends may be converted. We believe that Venezuela may change its currency regulations and practices, devalue its official exchange rate in the future or otherwise allow currency to be exchanged at potentially much less favorable rates compared to current rates, which could result in currency exchange losses and lower U.S. dollar-reported operating results for our Venezuelan operations.

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)				2013	2012	change	2013	2012	change

Share in earnings of equity affiliates			$	1.7	1.4	21	5.0	4.0	25
Royalty income				0.5	0.4	25	1.4	1.4	-
Foreign currency items:
	Transaction losses			(5.0)	(0.7)	unfav	(19.4)	(3.2)	unfav
	Hedge losses			0.3	0.9	(67)	(0.2)	0.1	unfav
Gains on business acquisitions and dispositions				0.9	(0.1)	fav	2.0	0.8	fav
Gains (losses) on sale of property and other assets				0.4	7.3	(95)	0.7	7.7	(91)
Impairment losses				-	(1.5)	(100)	-	(2.6)	(100)
Other				2.4	1.2	100	3.1	1.6	94
		Other operating income (expense)	$	1.2	8.9	(87)	(7.4)	9.8	unfav

Third Quarter

Other operating income (expense) in the third quarter of 2013 unfavorably compares to the prior year mainly as a result of

·	$4.3 million in higher foreign currency transaction losses including a $2.0 million loss related to converting Argentine pesos to U.S. dollars, and

·	a $7.2 million gain on sale of real estate in Venezuela in 2012 that did not reoccur in 2013,

partially offset by

·	$1.5 million in impairment losses in 2012 that did not reoccur in 2013, and

·	$0.9 million in gains from favorable purchase price adjustments primarily related to a January 2013 purchase of a payments business in Brazil.

Nine Months

Other operating income (expense) in the first nine months of 2013 unfavorably compares to the prior year mainly as a result of

·	$16.2 million higher foreign currency transaction losses including:

o	$13.4 million in currency exchange losses related to the February 2013 devaluation of the official exchange rate in Venezuela, and

o	a $2.0 million loss related to converting Argentine pesos to U.S. dollars.

·	a $7.2 million gain on sale of real estate in Venezuela in 2012 that did not reoccur in 2013,

partially offset by

·	$2.6 million in impairment losses in 2012 that did not reoccur in 2013,

·	a $1.1 million gain related to a favorable purchase price adjustment for the 2010 Mexico acquisition, and

·	$0.9 million in gains from favorable purchase price adjustments primarily related to a January 2013 purchase of a payments business in Brazil.

Nonoperating Income and Expense

Interest expense

		Three Months			Nine Months
		Ended September 30,		%	Ended September 30,		%
(In millions)		2013	2012	change	2013	2012	change

Interest expense	$	6.5	5.7	14	18.5	17.2	8

Outlook for 2013

We expect our interest expense to be between $24 million and $27 million in 2013. See page 34 for a summary of our 2013 outlook.

Interest and other income (expense)

			Three Months			Nine Months
			Ended September 30,		%	Ended September 30,		%
(In millions)			2013	2012	change	2013	2012	change

Interest income		$	0.7	1.1	(36)	2.0	3.7	(46)
Gain on sale of available-for-sale securities			0.1	0.7	(86)	0.3	2.8	(89)
Foreign currency hedge gains (losses)			(0.3)	-	unfav	(0.8)	-	unfav
Other			(0.2)	(0.3)	(33)	(0.3)	(0.2)	50
	Interest and other income (expense)	$	0.3	1.5	(80)	1.2	6.3	(81)

Interest and other income (expense) was lower in the third quarter of 2013 compared with the prior-year quarter primarily due to lower interest income ($0.4 million) and a decrease in gains on the sale of available-for-sale securities ($0.6 million). Interest and other income (expense) was lower in the first nine months of 2013 than the prior-year period primarily due to a decrease in gains on the sale of available-for-sale securities ($2.5 million) and lower interest income ($1.7 million).

Outlook for 2013

We expect interest and other income (expense) to be between $1 million and $2 million in 2013. See page 34 for a summary of our 2013 outlook.

Income Taxes

		Three Months				Nine Months
		Ended September 30,				Ended September 30,
(In millions)		2013		2012		2013		2012

Continuing operations
Provision (benefit) for income taxes	$	15.5		15.5		32.0		23.3
Effective tax rate		28.3	%	37.3	%	33.7	%	20.3	%

2013 Compared to U.S. Statutory Rate

2012 Compared to U.S. Statutory Rate

Outlook for 2013

On a GAAP basis, the effective income tax rate for 2013 is expected to be between 35% and 38% compared to 17% in 2012. On a non-GAAP basis, the effective income tax rate for 2013 is expected to be between 36% and 39% compared to 36% in 2012. Our effective tax rate may fluctuate materially from these estimates due to changes in the forecasted devaluation in Venezuela, changes in forecasted permanent book-tax differences, changes in the expected geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies and other factors. See page 34 for a summary of our 2013 outlook.

Noncontrolling Interests

		Three Months			Nine Months
		Ended September 30,		%	Ended September 30,		%
(In millions)		2013	2012	change	2013	2012	change

Net income attributable to noncontrolling interests	$	8.2	4.7	74	15.2	13.1	16

The increase in net income attributable to noncontrolling interests in the third quarter of 2013 and the nine months ended September 30, 2013 compared with the prior-year periods was primarily due to an increase in net income of our Venezuelan subsidiary.

Outlook for 2013

We expect net income attributable to noncontrolling interests of $21 million to $24 million on a GAAP basis and $25 million to $28 million on non-GAAP basis in 2013 as compared to $21 million on a GAAP basis and $19 million on non-GAAP basis in 2012. See page 34 for a summary of our 2013 outlook.

Outlook

				GAAP			Non-GAAP
(In millions)				Full-Year	Full-Year 2013		Full-Year	Full-Year 2013
				2012	Estimate		2012	Estimate


Organic revenue growth
	International			11%	8% – 10%		11%	8% – 10%
	North America			(2)%	0% – 2%		(2)%	0% – 2%
		Total		7%	5% – 8%		7%	5% – 8%

Currency impact on revenue
	International			(7)%	(3)% – (5)%		(7)%	(3)% – (5)%
	North America			flat	flat		flat	flat
		Total		(5)%	(2)% – (4)%		(5)%	(2)% – (4)%

Segment margin
	International (a)			8.1%	7.0% – 8.0%		8.0%	8.0% – 9.0%
	North America (b)			3.4%	1% – 2%		4.4%	2% – 3%
		Total		7.0%	6.0% – 6.5%		7.1%	6.5% – 7.0%

Non-segment expense
	General and administrative		$	44	43	$	44	43
	Retirement plans (b)			47	41		-	-
	Acquisition gains			(1)	(2)		-	-
	Royalty income			(2)	(2)		(2)	(2)
		Non-segment expense	$	89	80	$	42	41

Effective income tax rate (a)				17%	35% – 38%		36%	36% – 39%

Interest expense			$	23	24 – 27	$	23	24 – 27

Interest and other income (expense) (c)			$	7	1 – 2	$	5	1 – 2

Net income attributable to
	noncontrolling interests (a)		$	21	21 – 24	$	19	25 – 28

Fixed assets acquired
	Capital expenditures		$	184	195	$	184	195
	Capital leases (d)			18	10		18	10
		Total	$	202	205	$	202	205

Depreciation and amortization			$	164	180 – 190	$	164	180– 190

Amounts may not add due to rounding.

(a)	Remeasurement losses on net monetary assets in Venezuela in 2013 have been excluded from non-GAAP results.

(b)	Costs related to U.S. retirement plans have been excluded from non-GAAP results including $9 million in 2012 and $12 million in 2013 related to North America, and $47 million in 2012 and $41 million in 2013 related to Non-segment.

(c)	$2.4 million of gains on sales of securities have been excluded from 2012’s non-GAAP results.

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

For more information about our outlook, see:

·	page 22 for organic revenue growth,

·	page 22 for segment operating margin,

·	page 29 for non-segment expenses,

·	page 31 for interest expense,

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

·	page 32 for effective income tax rate,

·	page 33 for net income attributable to noncontrolling interests, and

·	page 40 for fixed assets acquired, depreciation and amortization.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP

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

Purpose of Non-GAAP Information

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

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

·	without certain other income and expense items, and

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

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

(In millions, except for per share amounts)				GAAP Basis	Gains and Losses on Acquisitions and Dispositions (a)	Net Monetary Asset Remeasurement Losses in Venezuela (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Third Quarter 2013
Revenues:
	Latin America		$	423.8	-	-	-	-	-	423.8
	EMEA			301.2	-	-	-	-	-	301.2
	Asia Pacific			43.5	-	-	-	-	-	43.5
		International		768.5	-	-	-	-	-	768.5
	North America			234.5	-	-	-	-	-	234.5
		Revenues	$	1,003.0	-	-	-	-	-	1,003.0

Operating profit:
	International		$	81.0	-	-	0.8	-	-	81.8
	North America			0.7	-	-	-	2.9	-	3.6
		Segment operating profit		81.7	-	-	0.8	2.9	-	85.4
	Non-segment			(20.7)	(0.9)	-	-	10.3	-	(11.3)
		Operating profit	$	61.0	(0.9)	-	0.8	13.2	-	74.1

Amounts attributable to Brink’s:
Income from continuing operations			$	31.1	(0.9)	-	0.6	7.7	(4.8)	33.7
Diluted EPS – continuing operations				0.63	(0.02)	-	0.01	0.16	(0.10)	0.69

See page 36 for footnote explanations.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)
(In millions, except for per share amounts)				GAAP Basis	Gains and Losses on Acquisitions and Dispositions (a)	Net Monetary Asset Remeasurement Losses in Venezuela (b)	Employee Benefit Settlement (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Nine Months 2013

Revenues:
	Latin America		$	1,250.3	-	-	-	-	-	1,250.3
	EMEA			872.4	-	-	-	-	-	872.4
	Asia Pacific			128.9	-	-	-	-	-	128.9
		International		2,251.6	-	-	-	-	-	2,251.6
	North America			708.8	-	-	-	-	-	708.8
		Revenues	$	2,960.4	-	-	-	-	-	2,960.4

Operating profit:
	International		$	166.5	-	13.4	1.6	-	-	181.5
	North America			5.1	-	-	-	8.7	-	13.8
		Segment operating profit		171.6	-	13.4	1.6	8.7	-	195.3
	Non-segment			(59.3)	(2.0)	-	-	31.0	-	(30.3)
		Operating profit	$	112.3	(2.0)	13.4	1.6	39.7	-	165.0

Amounts attributable to Brink’s:
Income from continuing operations			$	47.8	(2.0)	8.4	1.2	23.6	(6.4)	72.6
Diluted EPS – continuing operations				0.98	(0.04)	0.17	0.02	0.48	(0.13)	1.48

Amounts may not add due to rounding.

(a)	To eliminate:

·	a $1.1 million adjustment 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.

·	$0.9 million of adjustments in the third quarter of 2013 primarily related to the January 2013 acquisition of Rede Trel in Brazil.

(b)	To eliminate currency exchange losses related to a 16% devaluation of the official exchange rate in Venezuela from 5.3 to 6.3 bolivar fuertes to the U.S. dollar in February 2013.

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

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

(e)	To adjust effective income tax rate in the interim period to be equal to the 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 2013 is 37.5%.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)
(In millions, except for per share amounts)				GAAP Basis	Gains and Losses on Acquisitions and Dispositions (a)	Employee Benefit Settlement and Severance Losses (b)	U.S. Retirement Plans (c)	Tax Benefit on Change in Health Care Funding Strategy (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Third Quarter 2012
Revenues:
	Latin America		$	385.2	-	-	-	-	-	385.2
	EMEA			286.0	-	-	-	-	-	286.0
	Asia Pacific			39.1	-	-	-	-	-	39.1
		International		710.3	-	-	-	-	-	710.3
	North America			234.6	-	-	-	-	-	234.6
		Revenues	$	944.9	-	-	-	-	-	944.9

Operating profit:
	International		$	59.4	(7.2)	2.0	-	-	-	54.2
	North America			8.3	-	-	2.2	-	-	10.5
		Segment operating profit		67.7	(7.2)	2.0	2.2	-	-	64.7
	Non-segment			(22.0)	0.1	-	11.5	-	-	(10.4)
		Operating profit	$	45.7	(7.1)	2.0	13.7	-	-	54.3

Amounts attributable to Brink’s:
Income from continuing operations			$	21.3	(3.0)	1.4	8.2	-	0.3	28.2
Diluted EPS – continuing operations				0.44	(0.06)	0.03	0.17	-	0.01	0.58

			Nine Months 2012

Revenues:
	Latin America		$	1,147.4	-	-	-	-	-	1,147.4
	EMEA			840.2	-	-	-	-	-	840.2
	Asia Pacific			115.2	-	-	-	-	-	115.2
		International		2,102.8	-	-	-	-	-	2,102.8
	North America			708.6	-	-	-	-	-	708.6
		Revenues	$	2,811.4	-	-	-	-	-	2,811.4

Operating profit:
	International		$	168.0	(7.2)	3.1	-	-	-	163.9
	North America			25.5	-	-	6.6	-	-	32.1
		Segment operating profit		193.5	(7.2)	3.1	6.6	-	-	196.0
	Non-segment			(67.6)	(0.8)	-	36.7	-	-	(31.7)
		Operating profit	$	125.9	(8.0)	3.1	43.3	-	-	164.3

Amounts attributable to Brink’s:
Income from continuing operations			$	78.6	(5.1)	2.2	26.0	(20.9)	3.9	84.7
Diluted EPS – continuing operations				1.62	(0.10)	0.05	0.53	(0.43)	0.08	1.74

See page 38 for footnote explanations.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP (Continued)
(In millions, except for per share amounts)				GAAP Basis	Gains and Losses on Acquisitions and Dispositions (a)	Employee Benefit Settlement and Severance Losses (b)	U.S. Retirement Plans (c)	Tax Benefit on Change in Healthcare Funding Strategy (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Full Year 2012
Revenues:
	Latin America		$	1,579.4	-	-	-	-	-	1,579.4
	EMEA			1,125.9	-	-	-	-	-	1,125.9
	Asia Pacific			158.9	-	-	-	-	-	158.9
		International		2,864.2	-	-	-	-	-	2,864.2
	North America			945.4	-	-	-	-	-	945.4
		Revenues	$	3,809.6	-	-	-	-	-	3,809.6

Operating profit:
	International		$	233.4	(8.5)	3.9	-	-	-	228.8
	North America			32.5	-	-	8.8	-	-	41.3
		Segment operating profit		265.9	(8.5)	3.9	8.8	-	-	270.1
	Non-segment			(88.9)	(0.8)	-	47.4	-	-	(42.3)
		Operating profit	$	177.0	(9.3)	3.9	56.2	-	-	227.8

Amounts attributable to Brink’s:
Income from continuing operations			$	113.0	(14.0)	2.8	33.8	(21.1)	-	114.5
Diluted EPS – continuing operations				2.32	(0.29)	0.06	0.70	(0.43)	-	2.36

Amounts may not add due to rounding.

(a)	To eliminate:

Gains related to the sale of investments in mutual fund securities ($1.9 million in the first quarter and $0.5 million in the third quarter). Proceeds from the sales were used to fund the settlement of pension obligations related to our former chief executive officer, and former chief administrative officer.

Gains and losses related to business acquisitions and dispositions. A $0.9 million gain was recognized in the second quarter and a $0.1 million loss was recognized in the third quarter. In the fourth quarter of 2012, tax expense included a benefit of $7.5 million related to a reduction in an income tax accrual established as part of the 2010 acquisition of subsidiaries in Mexico, and pretax income included a $2.1 million favorable adjustment to the local profit sharing accrual as a result of the change in tax expectation.

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

(b)	To eliminate employee benefit settlement and acquisition-related severance losses (Mexico and Argentina). Employee termination benefits in Mexico are accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits.

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

(d)	To eliminate tax benefit related to change in retiree health care funding strategy.

(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 2012 was 36.2%.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities decreased by $24.9 million in the first nine months of 2013 as compared to the first nine months of 2012. We used $32.0 million more cash for investing activities in the first nine months of 2013 as compared to the first nine months of 2012 primarily as a result of less cash provided by proceeds from the sale of assets and the redemption of cash surrender value of life insurance policies combined with a $7.0 million increase in capital expenditures. We also increased our ownership in a subsidiary and paid some acquisition-related debt in the first nine months of 2013. We financed our liquidity needs in the first nine months of 2013 with our revolving credit facility and short-term borrowings.

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

Operating Activities

				Nine Months
				Ended September 30,		$
(In millions)				2013	2012	change

Cash flows from operating activities
	Non-GAAP basis		$	119.7	146.8	(27.1)
	Increase (decrease) in certain customer obligations (a)			(4.4)	0.2	(4.6)
	Discontinued operations (b)			(10.9)	(17.7)	6.8
		GAAP basis	$	104.4	129.3	(24.9)

(a)

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

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

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

GAAP

Operating cash flows decreased by $24.9 million in the first nine months of 2013 as compared to the same period in 2012. The decrease was primarily due to an increase in cash used to fund working capital needs driven by an increase in receivables for insurance recoveries and lower operating profit from continuing operations, partially offset by $11.6 million cash paid to our former CEO in 2012.

Non-GAAP

The analysis of non-GAAP cash flows from operating activities is the same as the analysis of GAAP cash flows from operating activities.

Investing Activities

				Nine Months
				Ended September 30,		$
(In millions)				2013	2012	change

Cash flows from investing activities
	Capital expenditures		$	(124.3)	(117.3)	(7.0)
	Acquisitions			(18.1)	(16.8)	(1.3)
	Proceeds from the sale of available-for-sale securities and other investments			9.2	15.0	(5.8)
	Proceeds from the sale of property and equipment			2.8	12.1	(9.3)
	Redemption of cash-surrender value of life insurance policies			-	6.2	(6.2)
	Other			(0.5)	4.8	(5.3)
	Discontinued operations			(0.7)	(3.6)	2.9
		Investing activities	$	(131.6)	(99.6)	(32.0)

Cash used by investing activities increased by $32.0 million in the first nine months of 2013 versus the first nine months of 2012. The increase was primarily due to a $9.3 million decrease in proceeds from the sale of property and equipment, a $7.0 million increase in capital expenditures, $6.2 million in proceeds from the redemption of life insurance policies in 2012 and a $5.8 million decrease in cash received from the sale of available-for-sale securities and other investments.

Cash used for business acquisitions in 2013 is primarily due to the acquisition of Rede Trel, a Brazil-based distributor of electronic prepaid products, for approximately $15.9 million, net of cash acquired. Acquisitions in 2012 include the purchase of a logistics software provider in France. We included the acquisition of a noncontrolling interest of a subsidiary in the financing section of our cash flow statement.

					Nine Months				Full Year
					Ended September 30,		$	Full Year	Outlook
(In millions)					2013	2012	change	2012	2013

Property and equipment acquired during the period

	Capital expenditures:
		International		$	88.4	79.1	9.3	129.8	(a)
		North America			35.9	38.2	(2.3)	54.2	(a)
			Capital expenditures		124.3	117.3	7.0	184.0	195

	Capital leases (b) :
		International			0.9	2.7	(1.8)	2.7	(a)
		North America			0.7	8.9	(8.2)	15.4	(a)
			Capital leases		1.6	11.6	(10.0)	18.1	10

	Total:
		International			89.3	81.8	7.5	132.5	(a)
		North America			36.6	47.1	(10.5)	69.6	(a)
			Total	$	125.9	128.9	(3.0)	202.1	205

Depreciation and amortization

	International			$	83.3	74.3	9.0	100.8	(a)
	North America				49.3	47.1	2.2	63.2	(a)
		Depreciation and amortization		$	132.6	121.4	11.2	164.0	180 – 190

(a)	Not provided.

(b)

Represents the amount of property and equipment acquired using capital leases. Because the assets are acquired without using cash, the amounts 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.

Capital expenditures in the first nine months of 2013 were primarily for information technology, new cash processing and security equipment, armored vehicles and CompuSafe â units.

Total capital expenditures and capital leases were $3.0 million lower in the first nine months of 2013 when compared to the same period of last year with lower asset acquisitions in North America offset by higher asset acquisitions in the International region. North America decreased $10.5 million primarily due to lower leases of armored vehicles. The International segment increased $7.5 million primarily due to investment in productivity initiatives in Latin America.

Full-year total property and equipment acquired during 2013 is expected to be consistent with full-year 2012.

Financing Activities

Summary of financing activities

				Nine Months
				Ended September 30,
(In millions)				2013	2012

Cash provided (used) by financing activities
Borrowings and repayments:
	Short-term debt		$	55.3	6.2
	Long-term revolving credit facilities			97.7	24.2
	Other long-term debt			(16.4)	(12.5)
		Borrowings (repayments)		136.6	17.9

Acquisition of a noncontrolling interest in a subsidiary				(18.5)	(5.9)
Payment of acquisition-related obligation				(12.8)	-
Debt financing costs				-	(1.5)
Dividends attributable to:
	Shareholders of Brink’s			(14.4)	(14.2)
	Noncontrolling interests in subsidiaries			(4.2)	(5.9)
Other				(0.9)	(5.3)
Discontinued operations				(2.7)	2.2
Cash flows from financing activities			$	83.1	(12.7)

Debt borrowings and repayments

In the first nine months of 2013, we borrowed from our revolving credit facilities and short-term debt to fund operating and investing activities and the acquisition of a noncontrolling interest in a subsidiary.

Dividends

We paid dividends to Brink’s shareholders of $0.30 per share ($14.4 million) in the nine months of 2013, similar to the prior year. 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)				2013	2012

Debt:
	Short-term		$	76.5	26.7
	Long-term			445.7	362.6
		Total Debt		522.2	389.3

Less:
	Cash and cash equivalents			242.3	201.7
	Amounts held by Cash Management Services operations (a)			(37.2)	(44.0)
		Cash and cash equivalents available for general corporate purposes		205.1	157.7

		Net Debt	$	317.1	231.6

(a)

Title to cash received and processed in certain of our 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 $402 million at September 30, 2013, and $280 million at December 31, 2012.

Net Debt increased by $86 million primarily due to the amount of cash used for acquisitions ($49 million, net of cash acquired and including amounts classified in investing and financing activities), the timing of insurance recoveries and changes in working capital.

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 2012 Form 10-K, for more information on the risks associated with having businesses outside the U.S.

Incremental taxes. Of the $242.3 million of cash and cash equivalents at September 30, 2013, approximately $221.5 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 . The Venezuelan government has currency restrictions that limit our ability to obtain U.S. dollars to operate our local business and to repatriate cash. The inability to repatriate cash from Venezuela limits our ability to use funds earned in Venezuela for general corporate purposes in the U.S. and elsewhere, including reducing our debt. We believe that the currency exchange rate we use to measure our Venezuelan financial information is likely to be devalued in the future, which would reduce the amount of reported cash on our balance sheet. At September 30, 2013, our Venezuelan subsidiaries held $0.5 million of cash and short-term investments denominated in U.S. dollars and $84.9 million of cash denominated in bolivar fuertes.

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

Pension contributions . We have a significant underfunded U.S. pension plan that will be required to be funded in the future. We currently expect to be able to fund pension contributions in the future with cash from operations and borrowings, but we may contribute shares of our stock in the future, if necessary. Estimated future contributions to our primary U.S. pension plan total $225.9 million at September 30, 2013, based on assumptions as of December 31, 2012.

Debt

We have a $480 million unsecured revolving bank credit facility (the “Revolving Facility”) that matures in January 2017. The Revolving Facility’s interest rate is based on LIBOR plus a margin, alternate base rate plus a margin, or competitive bid. The Revolving Facility allows us to borrow or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of September 30, 2013, $276 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility as of September 30, 2013, were denominated primarily in U.S. dollars and to a lesser extent in Canadian dollars and 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, 2013. 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, 2013.

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, 2013, we had three unsecured multi-currency revolving bank credit facilities totaling $73 million, of which approximately $43 million was available. A $20 million facility expires in May 2014, a $30 million facility expires in October 2014 and a $23 million facility expires in December 2015. Interest on these facilities is based on LIBOR plus a margin. The margin ranges from 0.9% to 2.125%. We also have the ability to borrow from other banks, at the banks’ discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

We have a $20 million unsecured committed credit facility that expires in April 2014. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.20% to 1.575%. As of September 30, 2013, $6 million was available under the facility.

We have three unsecured letter of credit facilities totaling $179 million, of which approximately $53 million was available at September 30, 2013. A $54 million facility expires in December 2014, an $85 million facility expires in June 2015, and a $40 million facility expires in December 2015. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

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, 2013.

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

Equity

At September 30, 2013, we had 100 million shares of common stock authorized and 48.3 million shares issued and outstanding.

U.S. Retirement Liabilities

Funded Status of U.S. Retirement Plans
			Actual	Actual	Projected
(In millions)			2012	Nine Months 2013	4 th Quarter 2013	2014	2015	2016	2017

U.S. pension plans
Beginning funded status		$	(305.3)	(275.0)	(250.0)	(243.0)	(194.6)	(129.1)	(55.7)
Net periodic pension credit (a)			16.2	11.0	3.7	18.9	23.4	28.7	34.6
Payment from Brink’s:
	Primary U.S. pension plan		22.4	13.0	-	27.8	40.7	43.3	37.2
	Other U.S. pension plan		14.8	1.0	0.2	0.8	0.8	0.8	0.8
Benefit plan experience (loss) gain			(23.1)	-	3.1	0.9	0.6	0.6	0.1
Ending funded status		$	(275.0)	(250.0)	(243.0)	(194.6)	(129.1)	(55.7)	17.0

UMWA plans
Beginning funded status		$	(261.6)	(256.6)	(255.8)	(255.5)	(255.1)	(255.5)	(256.5)
Net periodic postretirement credit (cost) (a)			(1.0)	0.8	0.3	0.4	(0.4)	(1.0)	(1.9)
Benefit plan experience gain			6.3	-	-	-	-	-	-
Other			(0.3)	-	-	-	-	-	-
Ending funded status		$	(256.6)	(255.8)	(255.5)	(255.1)	(255.5)	(256.5)	(258.4)

Black lung and other plans
Beginning funded status		$	(60.9)	(50.8)	(46.8)	(45.4)	(42.1)	(39.0)	(36.0)
Net periodic postretirement cost (a)			(2.6)	(1.3)	(0.4)	(1.6)	(1.5)	(1.4)	(1.4)
Payment from Brink’s			6.6	5.3	1.8	4.9	4.6	4.4	4.1
Benefit plan experience gain			6.1	-	-	-	-	-	-
Ending funded status		$	(50.8)	(46.8)	(45.4)	(42.1)	(39.0)	(36.0)	(33.3)

(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 were approximately 20,100 beneficiaries in the plans at December 31, 2012.

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 were approximately 4,300 beneficiaries in the UMWA plans at December 31, 2012. The company does not expect to make additional contributions to these plans until 2022 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 were approximately 780 black lung beneficiaries at December 31, 2012.

Other

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

Assumptions for U.S. Retirement Obligations

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

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

·	Investment returns of plan assets

·	Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)

·	Mortality rates

·	Change in laws

The 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, 2012.

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)			2012	Nine Months 2013	4 th Quarter 2013	FY2013	2014	2015	2016	2017

U.S. pension plans		$	28.3	22.9	7.6	30.5	20.4	11.6	3.1	(6.8)
UMWA plans			22.0	13.9	4.6	18.5	18.7	18.5	18.4	18.4
Black lung and other plans			5.9	2.9	1.0	3.9	3.6	3.5	3.4	3.4
	Total	$	56.2	39.7	13.2	52.9	42.7	33.6	24.9	15.0

Amounts allocated to:
	North American Segment	$	8.8	8.7	3.1	11.8	7.8	4.4	1.1	(2.7)
	Non-segment		47.4	31.0	10.1	41.1	34.9	29.2	23.8	17.7
	Total	$	56.2	39.7	13.2	52.9	42.7	33.6	24.9	15.0

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

This table summarizes actual and projected payments

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

·	from the plans to participants.

			Actual	Actual	Projected
(In millions)			2012	Nine Months 2013	4 th Quarter 2013	FY2013	2014	2015	2016	2017

Payments from Brink’s to U.S. Plans
Primary U.S. pension plan		$	22.4	13.0	-	13.0	27.8	40.7	43.3	37.2
Other U.S. pension plan			14.8	1.0	0.2	1.2	0.8	0.8	0.8	0.8
Black lung and other plans			6.6	5.3	1.8	7.1	4.9	4.6	4.4	4.1
	Total	$	43.8	19.3	2.0	21.3	33.5	46.1	48.5	42.1


Payments from U.S. Plans to participants
Primary U.S. pension plan		$	41.4	32.0	12.6	44.6	46.0	47.3	48.4	50.0
Other U.S. pension plan			14.8	1.0	0.2	1.2	0.8	0.8	0.8	0.8
UMWA plans			35.7	24.0	10.8	34.8	34.9	35.1	34.8	34.4
Black lung and other plans			6.6	5.3	1.8	7.1	4.9	4.6	4.4	4.1
	Total	$	98.5	62.3	25.4	87.7	86.6	87.8	88.4	89.3

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

Commitments and Contingent Matters

Operating leases

We have made residual value guarantees of approximately $10.3 million at September 30, 2013, related to operating leases, principally for trucks and other vehicles.

Other

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposure in the nine months ended September 30, 2013.

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, 2013, 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, anticipated revenue, segment operating profit, segment margin, non-segment expense, interest expense, income tax rate, non-controlling interest expense, capital expenditures, productivity investments and improvement, capital leases and depreciation and amortization for 2013, future devaluation in Venezuela, currency restrictions in Venezuela and Argentina and the anticipated impact on the Company’s operations and financial results, anticipated results in the Company’s segments and regions in 2013 and beyond, and pending acquisitions, dispositions and related transactions. Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which are difficult to predict or quantify, and which could cause actual results, performance or achievements to differ materially from those that are anticipated.

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

·	continuing market volatility and commodity price fluctuations and their impact on the demand for our services,

·	our ability to continue profit growth in Latin America,

·	our ability to maintain or improve volumes at favorable pricing levels and increase cost efficiencies in the United States and Europe,

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

·	our ability to 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,

·	fluctuations in value of the Venezuelan bolivar fuerte,

·	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 acquisitions and other strategic opportunities in 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, changes in insurance costs,

·	security threats worldwide and losses of customer valuables,

·	costs associated with the purchase and implementation of cash processing and security equipment,

·	employee and environmental liabilities in connection with our former coal operations, black lung claims incidence,

·	the impact of the Patient Protection and Affordable Care Act on black lung liability and the Company’s ongoing operations,

changes to estimated liabilities and assets in actuarial assumptions due to payments made, investment returns, interest rates and annual actuarial revaluations, the funding requirements, accounting treatment, investment performance and costs and expenses of our pension plans, the VEBA and other employee benefits, mandatory or voluntary pension plan contributions,

·	the nature of our hedging relationships,

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

·	our ability to realize deferred tax assets,

·	the outcome of pending and future claims and litigation,

·	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, 2012, and in our other public filings with the Securities and Exchange Commission. The forward-looking information included in this document is representative only as of the date of this document and The Brink’s Company undertakes no obligation to update any information contained in this document.

Part II - Other Information

Item 1. Legal Proceedings

Item 6. Exhibits

Exhibit

Number Description

10.1	Amendment and Restatement of The Brink’s Company Employee Welfare Benefit Trust

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, 2013, furnished in XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets at September 30, 2013, and December 31, 2012, (ii) the Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012, (iii) the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012, (iv) the Consolidated Statement of Equity for the nine months ended September 30, 2013, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012, 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 24, 2013	By: /s/ Joseph W. Dziedzic
	Joseph W. Dziedzic
	(Vice President and
	Chief Financial Officer)
	(principal financial officer)

EXHIBIT 10.1

AMENDMENT AND RESTATEMENT OF

THE BRINK’S COMPANY

EMPLOYEE WELFARE BENEFIT TRUST

THIS AGREEMENT is entered into by and between THE BRINK’S COMPANY, a Virginia corporation (hereinafter referred to as the “Sponsor”), and BANK OF AMERICA, N.A. as trustee (hereinafter referred to as the “Trustee”);

W I T N E S S E T H:

WHEREAS, the Sponsor and its affiliates have provided certain welfare benefits to eligible employees and retirees pursuant to or by reference to collective bargaining agreements which are or have been in effect; and

WHEREAS, the Sponsor established a voluntary employees’ beneficiary association employee welfare benefits trust originally known as THE PITTSTON COMPANY EMPLOYEE WELFARE BENEFIT TRUST (hereinafter referred to as the “Trust”), effective August 2, 1999, through which it has provided and continues to provide certain welfare benefits for the exclusive benefit of eligible employees and retirees and their dependents, pursuant to or by reference to certain designated collective bargaining agreements which are or have been in effect between the Sponsor and its affiliates and collective bargaining units; and

WHEREAS, the Trust is intended to be exempt from Federal income tax under Section 501(c)(9) of the Internal Revenue Code of 1986 (as such section may be amended or renumbered from time to time) and to comply with the provisions of the Employee Retirement Income Security Act of 1974 and any other applicable law and has received a favorable determination letter from the Internal Revenue Service dated September 22, 1999 with respect to its qualified status under Section 501(c)(9); and

WHEREAS, the Trust instrument was previously amended by the First Amendment dated as of November 1, 2001 pursuant to which FLEET NATIONAL BANK assumed trusteeship from THE CHASE MANHATTAN BANK, and the Second Amendment dated as of September 30, 2003 pursuant to which the name of the Trust was changed to THE BRINK’S COMPANY EMPLOYEE WELFARE BENEFIT TRUST; and

WHEREAS, BANK OF AMERICA, N.A. became the successor trustee in 2005 pursuant to the merger of FLEET NATIONAL BANK into BANK OF AMERICA, N.A.

WHEREAS, the Sponsor and the Trustee wish to further amend and restate the Agreement to reflect changes in various responsibilities.

NOW, THEREFORE, the Sponsor and Trustee hereby amend and restate the Trust as of the Effective Date, and the Trustee agrees to serve as Trustee of the Trust, to hold, administer and distribute the assets of the Trust, in trust, for the uses and purposes and in accordance with the terms and conditions of this Agreement, and as it may hereafter be amended.

ARTICLE I

Definitions

The following definitions apply for purposes of this Trust:

Section 1.1. “ Act ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder.

Section 1.2 . “ Administrative Committee ” means the committee established as such pursuant to Section 12.3.

Section 1.3. “ Administrator ” or “ Plan Administrator ” means, as defined in ERISA section 3(16) and Code section 414(g), respectively, the Sponsor. The Board of the Sponsor may delegate administrative authority to such committees or persons as it so chooses, in its sole discretion, as set forth in Article XIII of the Trust.

Section 1.4. “ Agent for Service of Process ” means, with respect to this Trust, the Trustee.

Section 1.5. “ Agreement ” means this Trust instrument.

Section 1.6. “ Applicable Law ” means the provisions of any law, or any administrative guideline, ruling, exemption, or determination of a judicial, semi-judicial, regulatory, self-regulatory or statutory authority, in each case, applicable to the Trustee, the Sponsor, or the Plan after taking into account any preemptive effect of the Act.

Section 1.7. “ Beneficiary ” means any person or persons (including, but not limited to, an individual, trust, estate, executor, administrator or fiduciary, whether corporate or otherwise) designated as such pursuant to the rules of the Administrative Committee to receive any distribution from the Trust.

Section 1.8. “ Board ” means the Board of Directors of the Sponsor.

Section 1.9. “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

Section 1.10. “ Collective Bargaining Agreement ” means a contract between the Employer and a labor organization governing wages, hours and other terms and conditions of employment as provided in the National Labor Relations Act, as amended, which is or has been in effect.

Section 1.11. “ Corporate Action ” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matters with respect to any property that requires discretionary action by the Trust Fund, but does not include proxy voting.

Section 1.12. “ Dependent ” means an individual who qualifies as a dependent under the terms of the Plan.

Section 1.13. “ Effective Date ” of the Trust is August 2, 1999; the Effective Date of this amended and restated Trust instrument is March 1, 2010.

Section 1.14. “ Employee ” means any person who is considered an employee of the Employer under the Plan.

Section 1.15. “ Employer ” means, individually and collectively, the Sponsor and any other company or business entity sufficiently affiliated with the Sponsor for purposes of Section 501(c)(9) of the Code and which adopts the Trust in accordance with Section 10.6 and is indicated as a participating employer in the Trust in Exhibit A attached hereto, as may be updated from time to time.

Section 1.16. “ Fiduciary ” means a person or entity as defined in ERISA section 3(21).

Section 1.17. “ Funding Agent ” means the person or persons selected by the Investment Committee in accordance with Section 13.4(c) to receive contributions and/or to hold, manage or invest Trust assets and/or to distribute benefits and pay expenses.

Section 1.18. “ Instruction ” shall have the meaning ascribed to it in Section 11.2(a).

Section 1.19. “ Investment Committee ” means the committee established pursuant to Section 12.4.

Section 1.20. “ Liability ” means any liability, loss, cost, damage, penalty, fine, obligation or expense of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

Section 1.21. “ Named Fiduciary ” means the Oversight Committee, the Administrative Committee, the Investment Committee and each Funding Agent.

Section 1.22. “ Oversight Committee ” means the committee established pursuant to Section 12.2.

Section 1.23. “ Participant ” means any eligible Employee, Retiree or other individual who has commenced participation under the Plan, for so long as such individual is eligible under the Plan, except to the extent that the individual’s benefits under the Plan are funded by the Employer through a means other than this Trust.

Section 1.24. “ Person ” means a natural person, trust, estate, corporation of any kind or purpose, mutual company, joint-stock company, unincorporated organization, association, partnership, joint venture, employee organization, administrator, board, participant, beneficiary, trustee, partner or venturer acting in an individual, fiduciary, or representative capacity, as the context may require.

Section 1.25. “ Plan ” means, individually and collectively, the employee welfare benefit plan(s) or arrangement(s) sponsored or maintained or contributed to by the Employer pursuant to or by reference to a Collective Bargaining Agreement and funded in whole or in part through this Trust, each one of which is listed in Exhibit B (which may be amended from time to time by the Sponsor), and as such plan or plans (or Collective Bargaining Agreements) may be amended,

modified, deleted, supplemented or terminated from time to time, for so long as such plan or plans may be funded through the Trust, in whole or in part.

Section 1.26. “ Qualified Investment Manager ” means an investment adviser as defined in Section 3(38) of the Act.

Section 1.27. “ Retiree ” means an individual who is eligible for coverage under the Plan as a retiree.

Section 1.28. “ Sponsor ” means, on and after May 5, 2003, The Brink’s Company and any successor thereto. Before May 5, 2003, Sponsor meant The Pittston Company and any successor thereto. Any reference in this document to the term Sponsor shall mean the Sponsor in existence at the time of the relevant event ( i.e. , plan or corporate merger, other corporate transaction, or other event).

Section 1.29. “ Sponsor-Directed Account ” means any Investment Account managed by the Investment Committee, whether because the Oversight Committee so directs or because a Qualified Investment Manager has resigned or been discharged.

Section 1.30. “ Successor Company ” means any entity which acquires the right, title and interest in and to the Employer whether pursuant to sale, gift, assignment, final and unappealed order of a court with competent jurisdiction, or otherwise.

Section 1.31. “ Trust ” means the legal entity which is created by this Agreement.

Section 1.32. “ Trust Fund ” means the corpus or res of the Trust together with all earnings, appreciation or additions thereto from time to time held by the Funding Agent.

Section 1.33. “ Trust Fund Earnings ” means the net of the Trust Fund’s earnings, gains, losses and expenses during the Trust Year.

Section 1.34. “ Trust Year ” means the period from the Effective Date to December 31, 1999, and each succeeding twelve month period ending December 31 thereafter.

Section 1. 35. “ Trustee ” means Bank of America, N.A. and any duly appointed successor Trustee.

ARTICLE II

Purpose

Section 2.1. Purpose . The Trust has been established to provide Participants and their Dependents and Beneficiaries with welfare benefits as set forth in the Plan, and to provide such other permissible payments as may be determined from time to time, and it is intended that the benefits and payments provided by the Plan and funded through the Trust be “life, sick, accident, or other benefits” as that phrase is defined in Section 501(c)(9) of the Code.

Section 2.2. Exclusive Benefit . No part of the Trust Fund shall be used for purposes other than for (1) the exclusive benefit of Participants, their Dependents and Beneficiaries in

accordance with the provisions of the Plan and the Trust, and (2) defraying reasonable expenses of administering the Plan and the Trust.

ARTICLE III

Contributions

Section 3.1. Employer Contributions . The Employer shall contribute to the Trust such amount or amounts, if any, as the Oversight Committee may determine from time to time. The Trustee shall receive, hold and be accountable for all contributions paid to it which are reasonably acceptable to the Trustee from an administrative standpoint; provided, however, that the Trustee shall have no duty with respect to any contribution until it is actually received by the Trustee and provided further that the Trustee shall have no duty to require any contributions to be paid to it, or to determine that the contributions received by it comply with the Plan or with any resolution or determination of the Oversight Committee providing therefor, and further provided that the Trustee shall have no responsibility with respect to the operation or administration of the Plan. The Trustee need not inquire into the source of any currency or other property transferred to it nor into the authority or right of the transferor of such currency or property to transfer the same to the Trustee.

Section 3.2. Irrevocability of Contributions .

(a) In General . Except as may otherwise be permitted by Section 501(c)(9) of the Code or Subsection (b) of this Section 3.2, all contributions made to the Trust shall be irrevocable.

(b) Return of Contributions . In the event that the Oversight Committee shall certify that (i) any contribution has been made to the Trust by a mistake of fact, or (ii) that a contribution to the Trust has been conditioned on qualification of the Trust under Section 501(c)(9) of the Code and that such qualification has been denied, or (iii) that a contribution to the Trust has been conditioned upon the deductibility thereof under Section 162 or 419 of the Code and that such deduction has been disallowed, and shall direct the return of any such contribution, and such return of contribution does not constitute a disqualified benefit under Section 4976 of the Code, the Trustee shall return such contribution (or the value thereof, if less) to the Employer in accordance with such direction, but in no event shall any such return be made other than prior to the expiration of one year following the payment thereof in the case of a direction under (i) or (ii) above, or one year following the disallowance of the deduction in the case of a direction under (iii) above. The amounts of any contribution(s) to be returned to the Employer in accordance with this Section shall be limited to Trust Fund assets.

ARTICLE IV

Trustee Powers, Rights and Duties

Section 4.1 . Authority and Control . In no event shall Trust assets be invested in stocks or obligations of the Employer and any of its affiliates, unless such investment is permissible under the Act and other applicable law. The rights, powers and authorities and the duties and responsibilities of the Trustee and Qualified Investment Manager shall be as provided in this Agreement and the Trustee and Qualified Investment Manager shall not be a party to the Plan

and shall have only such duties with respect to the Plan as are specified in this Agreement, and all representations and recitals in this Agreement with respect to the Plan shall be deemed to be solely those of the Company.

Section 4.2. Establishment of Investment Accounts .

(a) The Investment Committee acting on behalf of the Sponsor may, pursuant to authorization by the Oversight Committee, provide Instructions directing the Trustee to establish one or more separate investment accounts within the Trust Fund, each separate account being hereinafter referred to as an “Investment Account.” The Trustee shall transfer to each Investment Account those assets of the Trust Fund in accordance with such Instructions. The Investment Committee also may provide Instructions directing the Trustee to eliminate one or more Investment Accounts, and the Trustee shall thereupon dispose of the assets of any such Investment Account and reinvest the proceeds in accordance with the Instructions of the Investment Committee. The Trustee shall be under no duty to question, and shall not incur any liability on account of following, any Instruction of the Investment Committee with respect to the establishment or elimination of any Investment Account or the allocation or transfer of property between or among any Investment Accounts. The Trustee shall be under no duty to review the investment guidelines, objectives and restrictions established, or the specific investment Instructions given, by the Investment Committee for any Investment Account, or to make suggestions to the Investment Committee in connection therewith. The investment of an Investment Account shall be governed by either Section 4.3 (Sponsor Directed Investment Accounts), Section 5.11 or by Section 4.4 (Trustee Directed Investment Accounts), and the Trustee shall have no investment responsibilities other than as specifically set forth in those Sections.

(b) All interest, dividends and other income received with respect to, and any proceeds received from the sale, exchange, or other disposition of, property held in an Investment Account shall be credited to and reinvested in that Investment Account. All expenses of the Trust Fund which are allocable to a particular Investment Account shall be so allocated and charged.

Section 4.3. Sponsor-Directed Investment Accounts . The Trustee shall, if so directed by the Investment Committee in written Instructions, segregate all or a portion of the Trust Fund held by it into one or more separate Investment Accounts to be known as Sponsor-Directed Accounts, with respect to which the Investment Committee shall have the powers and duties granted to a Qualified Investment Manager under this Agreement. The Investment Committee, by written Instructions to the Trustee, may at any time relinquish its powers under this Section 4.3 and direct that a Sponsor-Directed Account shall no longer be maintained. In addition, during any time when there is no Qualified Investment Manager with respect to an Investment Account (such as before an investment management agreement takes effect or after it terminates), the Investment Committee shall direct the investment and reinvestment of such Investment Account. Whenever the Investment Committee is directing the investment and reinvestment of an Investment Account or a Sponsor-Directed Account, the Investment Committee shall have the powers and duties which a Qualified Investment Manager would have under this Agreement if a Qualified Investment Manager were then serving and the Trustee shall be protected in relying on the Investment Committee’s Instructions without reviewing

investments or making suggestions to the same extent as it would be protected under this Agreement if it had relied on the Instructions of a Qualified Investment Manager.

Section 4.4. Trustee Directed Investment Accounts . If the Investment Committee or a Qualified Investment Manager wish the Trustee to invest cash held in the Trust Fund or an Investment Account on a short-term basis, the Investment Committee or the Qualified Investment Manager (as the case may be) may select one of the common trust funds maintained by the Trustee from time to time for this purpose and give the Trustee instructions (including standing instructions) to transfer cash to that common trust fund pending investment or disbursement. Otherwise, the Trustee shall have no duty or responsibility to direct the investment and reinvestment of the Trust Fund or any Investment Account unless expressly agreed to in writing between the Trustee and the Investment Committee. In the event that the Trustee enters into such an agreement, it shall have the powers and duties of a Qualified Investment Manager under this Agreement with regard to that Investment Account.

Section 4.5. Certain Orders to Brokers . Except as otherwise provided in this Agreement, the Qualified Investment Manager of an Investment Account (or the Investment Committee in the case of a Sponsor-Directed Account) shall have the power and authority to be exercised in its sole discretion at any time and from time to time, to issue orders for the purchase or sale of property directly to a broker. Written Instructions with respect to the issuance of each such order shall be given promptly to the Trustee by the Qualified Investment Manager or the Investment Committee and the confirmation of each such order shall be confirmed to the Trustee by the broker. Unless otherwise directed by the Investment Committee or Qualified Investment Manager, such Instructions shall be authority for the Trustee to pay for property purchased or to deliver property sold as the case may be. Upon Instructions from the Qualified Investment Manager or the Investment Committee, the Trustee will execute and deliver appropriate trading authorizations, but no such authorization shall be deemed to increase the liability or responsibility of the Trustee under this Agreement.

Section 4.6. Corporate Actions .

(a) The Trustee will follow Corporate Actions and advise the applicable Qualified Investment Manager (or the Investment Committee in the case of a Sponsor-Directed Account) of those Corporate Actions of which the Trustee receives notice at its central corporate actions department from the issuer or from the depository in which the applicable property is maintained or notice published in publications and reported in reporting services routinely used by the Trustee for this purpose.

(b) If the Investment Committee or Qualified Investment Manager fail to provide the Trustee with timely Instructions with respect to any Corporate Action, the Trustee will not take any action in relation to that Corporate Action, except as otherwise agreed in writing by the Trustee and the applicable Qualified Investment Manager (or the Investment Committee, as the case may be) or as may be set forth by the Trustee as a default action in the advice it provides under Section 4.6(a) with respect to that Corporate Action.

Section 4.7. Authorized Trust Insurance Investment Powers . The Trustee, at the direction of the Administrative Committee, is authorized to invest in, modify, amend or replace one or more group or individual policies or contracts issued by insurance companies to provide

for all or any portion of the benefits of the Plan or to no longer purchase such policies or contracts.

Section 4.8. Investment Powers . Except to the extent otherwise limited by this Agreement, the Act and other applicable law, and subject to the direction of the Investment Committee or Investment Manager, the Trustee shall have the following powers and rights (i) in its direction of Trustee Directed Investment Accounts where it has express investment management discretion as provided in Section 4.4, and (ii) upon Instructions from a Qualified Investment Manager or the Investment Committee, as the case may be, for all other Investment Accounts:

(a) To invest and reinvest the Trust Fund assets in notes, bonds, mortgages, commercial paper, preferred or common stocks, mutual funds (including mutual funds which pay the Trustee reasonable service fees), securities of the United States or any State government, or other securities, rights, obligations or other property, real or personal, and in savings, money markets and time deposit accounts, including time deposit open accounts.

(b) To retain in cash or cash equivalents either all or a portion of the Trust Fund either awaiting investment, reinvestment or to meet contemplated payments of benefits hereunder and to deposit such funds (in savings accounts or checking accounts) in any financial institution supervised by the United States or a State.

(c) To invest and reinvest all or any part of the Trust Fund through the medium of any common, collective or commingled trust fund, and during such period of time as an investment through any such medium shall exist, the declaration of trust of such fund shall constitute a part of this Agreement.

(d) To make payments (including transfers) from the Trust Fund to such persons, trusts or other entities, including the Employer, in such manner, at such times and in such amounts as the Administrative Committee shall direct without inquiring as to whether a payee is entitled to the payment or as to whether the payment is proper, to the extent such payment is made in good faith without actual notice or knowledge of the impropriety of such payment. Payments during any Trust Year shall be deemed to be made first from income earned during such year to the extent thereof, then from prior accumulated income to the extent thereof, then from Participant contributions to the extent thereof, and lastly from Employer contributions. The Trustee shall have no duty or responsibility to see to the application of distributions made from the Trust Fund or to ascertain whether any such directions comply with the Plan, or to ascertain that the disposition of distributions by the Employer or any agent of the Employer complies with the Plan.

(e) Except with respect to any claim or demand arising under a Plan, to compromise, contest, arbitrate, settle or abandon claims and demands.

(f) To begin, maintain or defend any litigation necessary or appropriate in connection with the investment, reinvestment and administration of the Trust, in addition to the right to a judicial settlement of accounts.

(g) To make, execute, acknowledge and deliver any and all instruments that may be necessary or appropriate to carry out the powers herein granted.

(h) To have all rights of an individual owner, including the power to give proxies to vote stocks and other voting securities, to join in or oppose (alone or jointly with others) voting trusts, mergers, consolidations, foreclosures, reorganizations, recapitalizations or liquidations, and to exercise or sell stock subscription or conversion rights.

(i) To purchase and otherwise deal with insurance policies pursuant to the provisions of Section 4.7.

(j) To make remittances of premiums, contributions or other payments to insurers, trust funds, governmental funds or other accounts with respect to insurance policies or other welfare benefit arrangements and to receive premium refunds, experience-rated refunds, dividends or other adjustments related thereto.

(k) To acquire and hold qualifying employer securities and qualifying employer real property, as such investments are defined in Section 407(d) of the Act.

(l) To sell for cash or on credit, to grant options, convert, redeem, exchange for other property, to enter into standby agreements for future investment, either with or without a standby fee, or otherwise to dispose of any property at any time held by it.

(m) To trade in financial options and futures, (including index options and options on futures); to enter into repurchase agreements, reverse repurchase agreements, swaps, caps, floors, straddles, collars and other derivative arrangements; and to execute in connection therewith such account agreements and other agreements in such form and upon such terms as the Qualified Investment Manager or the Investment Committee shall direct.

(n) To loan pursuant to separate agreement as may be agreed upon any securities to brokers or dealers and to secure the same in any manner, and during the term of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others.

(o) To purchase, enter, sell, hold, and generally deal in any manner in and with contracts for the immediate or future delivery of financial instruments of any issuer or of any other property; to grant, purchase, sell, exercise, permit to expire, permit to be held in escrow, and otherwise to acquire, dispose of, hold and generally deal in any manner with and in all forms of options in any combination; and, in connection with its exercise of the powers granted in this Agreement, to deposit any currency or property as collateral with any broker-dealer or other Person, to permit property to be held by or in the name of others or in transferable form, to retain any form of property received as a result of the exercise of any of the foregoing powers whether or not investment in such property is otherwise authorized under this Agreement and to hold and administer any currency or property with respect to which the foregoing powers have or may be exercised, including any securities or collateral acquired by it or in any property received as a result of its exercise of such powers, as a part of the account subject to the foregoing powers, or in any sub-account, which property may be invested in property of different types than the property otherwise held in the account.

(p) To borrow money on a secured or unsecured basis and to enter into, execute, and deliver notes, agreements, mortgages, and other instruments in that regard.

(q) To employ suitable agents and counsel and to pay their reasonable and proper expenses and compensation.

(r) To form corporations and to create trusts to hold title to any currency or property, all upon such terms and conditions as may be deemed advisable by the Qualified Investment Manager or Investment Committee.

(s) To invest with the Trustee (i) in any type of interest bearing investments (including but not limited to savings accounts, money market accounts, certificates of deposit and repurchase agreements) and (ii) in non-interest bearing accounts (including, but not limited to checking accounts).

(t) To appoint ancillary trustees to hold any portion of the assets of the trust and to pay their reasonable expenses and compensation.

(u) To do and perform all acts with respect to the Trust Fund which the Trustee could do or perform if it, as an individual, were the owner thereof; the enumeration of particular powers herein shall not be construed as limiting the general powers intended to be granted to the Trustee.

Section 4.9. Administrative Powers of the Trustee .

(a) Notwithstanding the appointment of a Qualified Investment Manager, the Trustee shall have the following powers and authority, to be exercised with respect to the Trust Fund:

(i) To deposit securities with a corporate depository. The certificates representing securities, including those in bearer form, may be held in bulk form with, and may be merged into, certificates of the same class of the same issuer which constitute assets of other accounts or owners, without certification as to the ownership attached. Utilization of a book-entry system may be made for the transfer or pledge of securities held by the Trustee or by a corporate depository. The Trustee shall at all times, however, maintain a separate and distinct record of any securities owned by the Trust Fund.

(ii) To participate in and use the Federal Book-Entry Account System, a service provided by the Federal Reserve Bank for its member banks for deposit of Treasury securities.

(iii) To hold securities or other property in its name as Trustee or in the name of its nominee or nominees, or in such other form as it determines best, with or without disclosing the Trust relationship and to execute such documents as are necessary to accomplish the foregoing; provided, however, that (i) the records of the Trustee shall indicate the actual ownership of such securities or other property, and (ii) except as authorized by regulations promulgated by the Secretary of the United States Department of Labor, the Trustee shall not maintain the indicia of ownership of any assets of the Trust Fund outside the jurisdiction of the District Courts of the United States.

(iv) To retain any funds or property subject to any dispute or to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction or decision by the National Labor Relations Board or arbiter acting under a Collective Bargaining Agreement except in the event the Administrative Committee directs otherwise.

(v) To employ suitable agents and counsel, and subject to the approval of the Administrative Committee which approval shall not be unreasonably withheld to pay their reasonable expenses and compensation out of the Trust Fund.

(vi) To permit overdrafts in any Investment Account in connection with the settlement of investment transactions relating to, or the distribution of funds from, the Trust Fund, (and the Qualified Investment Manager, if any, of such Investment Account shall be deemed to have requested the Trustee to permit such overdraft under the terms and conditions announced by the Trustee from time to time for overdrafts); to repay any such overdraft out of the Trust Fund; to permit the party extending any such overdraft (including the Trustee in its corporate capacity) to set the overdraft off against any cash balances in the Trust Fund; and to pay reasonable interest to the party extending the overdraft to the extent permitted under Applicable Law.

(vii) To reverse any erroneous or provisional credit entries to the Trust Fund with respect to any income or security transaction settlement proceeds, retroactively to the date upon which the correct entry or no entry should have been made.

(viii) To perform any and all acts which in its judgment are necessary and appropriate for the proper and advantageous management, investment and distribution of the Trust Fund in accordance with the Plan and the Trust.

(ix) Generally to do all ministerial acts, whether or not expressly authorized, which the Trustee may deem necessary or desirable in carrying out its duties under this Agreement.

(b) Except as otherwise required by the Act, the Trustee shall not be responsible for the acts or omissions of any agent other than an affiliate of the Trustee selected by it to provide pricing services that the Trustee does not customarily provide itself, provided that the Trustee satisfies its standard of care under Section 4.10 of this Agreement with respect to selecting the agent and maintaining the agency relationship.

Section 4.10. Fiduciary Obligations .

(a) Subject to the provisions of Article III, the Trustee shall discharge its duties hereunder in good faith and solely in the interest of the Participants, Dependents and their Beneficiaries and

(i) for the exclusive purposes of:

(A) providing benefits to Participants, Dependents and their Beneficiaries; and

(B) defraying reasonable expenses of administering the Trust;

(ii) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims.

(b) Except as otherwise provided by the Act, under no circumstances shall the Trustee incur liability to any Person for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Trust or its role as Trustee.

Section 4.11. Indemnification of the Sponsor; Contribution .

(a) Subject to Section 4.10(b), the Trustee shall indemnify and save harmless the Sponsor, Oversight Committee, Investment Committee, Administrative Committee, Employers, their affiliates, and their officers and employees for and from any Liability to the extent arising (i) out of the Trustee’s failure to perform its duties under the Agreement in a manner free of negligence, recklessness or intentional disregard of its responsibilities hereunder, or (ii) by reason of any breach of any statutory or other duty owed to the Sponsor, Oversight Committee, Investment Committee, Administrative Committee or the Employers by the Trustee under this Agreement except to the extent the Sponsor, Oversight Committee, Investment Committee, Administrative Committee or the Employers may otherwise be considered liable under Section 405(a) of the Act for the Trustee’s breach, provided that the Trustee’s compliance in good faith with any Instruction on which it is entitled to rely under this Agreement shall not be considered to be negligent or reckless conduct under clause (i).

(b) The Sponsor, Oversight Committee, Investment Committee, Administrative Committee, Employers, their affiliates, and their officers and employees may bring action against the Trustee to contribute to the satisfaction of any liability to the extent that the liability (i) is not subject to indemnification under any of Subsection (a), Section 5.12, or Section 5.13 and (ii) is caused by the culpable conduct of the Trustee or its agents.

(c) The foregoing rights of indemnification and contribution shall not limit any rights or remedies that may be available to the Sponsor, Oversight Committee, Investment Committee, Administrative Committee, Employers or their affiliates under Applicable Law.

Section 4.12. Compensation and Expenses . The Trustee shall be entitled to reasonable compensation for its services hereunder as may be agreed upon between the Trustee and the Investment Committee from time to time, plus reimbursement of reasonable expenses actually incurred. Such compensation and all reasonable and proper expenses of administration of the Trust, including counsel fees, shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Sponsor, but such compensation and expenses shall be paid by the Sponsor if the same cannot by operation of law be withdrawn from the Trust Fund. All payments under this Article 4 may be made from the Trust Fund in the event that the Sponsor has not paid same or notified Trustee in writing of intent to pay by the billing period subsequent to the charge without approval of or Instructions from the Investment Committee. The Trustee shall be entitled, as an additional part of its compensation under this Agreement, to the use of funds which may be held

in demand deposit or other non-interest bearing accounts established for the payment of benefits or Plan disbursements or which are otherwise maintained for purposes of administering the Trust Fund which relates solely to outstanding checks and drafts.

Section 4.13. Commingled Trust Fund . The fact that separate records may be maintained by the Oversight Committee, the Investment Committee, the Administrative Committee or any other person for each Participant, Dependent or Beneficiary, or group thereof, shall not be deemed to segregate for or give to such Participant, Dependent or Beneficiary, or group thereof, any direct interest in any specific assets of the Trust Fund.

Section 4.14. Diversification; Other Funding Media . In the event that assets of the Plan are held in any funding medium other than the Trust Fund or are under the control or direction of a Qualified Investment Manager pursuant to Section 5.11 or are otherwise funds as to which the Trustee does not retain sole investment authority, the Investment Committee shall be solely responsible for the manner in which the investments held in all of the funds and funding media of the Plan, including those under the control or direction of a Qualified Investment Manager, any trust other than the Trust, or any insurance contract or policy, considered collectively, shall be diversified. The Investment Committee shall evidence its acceptance of such responsibility for diversification and shall specify such rules or guidelines for the manner of investment of any portion of the Trust Fund as to which the Trustee assumes investment authority as the Investment Committee shall determine to be necessary or appropriate in order to meet the diversification standards of the Act, as the same shall affect such portion of the Trust Fund, in a written instrument filed with the Trustee. The Trustee shall retain such duty of diversification within any particular classification of property or other guidelines specified by the Investment Committee with respect to such portion of the Trust Fund as shall be set forth in said instrument. The acceptance of said rules and guidelines specified by the Investment Committee referred to in this section shall be subject to the approval of the Trustee but such approval shall not increase the responsibility or liability of the Trustee under this Agreement or otherwise. Without limiting the generality of the foregoing, it is agreed that the Trustee shall have no liability or responsibility for the diversification of the investments of the Plan (i) held in any such portion of the Trust Fund as to which the Trustee retains investment authority, except to the extent provided in said instrument filed with the Trustee, (ii) held in any portion of the Trust Fund under the control or direction of a Qualified Investment Manager or any funding medium of the Plan other than the Trust Fund, or (iii) held in all funding media of the Plan, considered collectively, if any portion of the Plan is held in any funding medium other than the Trust Fund or is under the control or direction of a Qualified Investment Manager.

Section 4.15. Change of Trustee .

(a) Resignation . A Trustee may resign at any time by giving thirty (30) days advance written notice, by registered or certified mail, to the Oversight Committee which may, in writing, waive the thirty (30) day notice requirement.

(b) Removal of Trustee . The Oversight Committee may remove a Trustee by giving thirty (30) days advance written notice by registered or certified mail to the Trustee and also notifying it of the identity of the successor Trustee and of the successor Trustee’s acceptance of the trusteeship. The Trustee may, in writing, waive the thirty (30) day notice requirement.

(c) Duties of Resigning or Removed Trustee and of Successor Trustee . If a Trustee resigns or is removed, it shall promptly transfer and deliver the assets of the Trust Fund to the successor Trustee (in the event such successor Trustee is a bank or trust company) or, in the event the successor Trustee is not a bank or trust company, to a custodian such as a bank, trust company, brokerage company or other financial institution acceptable to the Trustee (which acceptability shall not be unreasonably withheld) designated by the successor Trustee. Within ninety (90) days, the resigned or removed Trustee shall furnish to the Oversight Committee an accounting of its administration of the Trust from the date of its last accounting. Each successor Trustee shall succeed to the title to the Trust Fund vested in its predecessor without the signing or filing of any further instrument, but any resigning or removed Trustee shall execute all documents and do all acts necessary to vest such title of record in any successor Trustee. Each successor shall have all the powers, rights and duties conferred by this Trust as if originally named Trustee. No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee.

(d) Vacancy . If at any time there is no person or entity serving as Trustee, then the Oversight Committee shall serve as Trustee. The Investment Committee may appoint a successor trustee in its discretion.

(e) Notification of Parties . Copies of all instruments involving the resignation, removal, appointment or addition of a Trustee shall be delivered to the Oversight Committee and to every other person serving as Trustee.

Section 4.16. Settlement of Securities Transactions . Settlement of purchases and sales of property may be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of non-receipt of payment or other consideration shall be the Trust’s and the Trustee shall have no liability for the failure of the Trust Fund to receive the same. All credits to the Trust Fund of the anticipated proceeds of sales and redemptions of property and of anticipated income from property shall be conditional upon receipt by the Trustee of final payment and may be reversed to the extent final payment is not received.

Section 4.17. Taxes . The Trustee shall assume, until advised to the contrary, that the Trust is described under Section 501(c)(9) of the Code, is exempt from Federal income tax under Section 501(a) thereof, and is exempt from state and local income tax. Upon the direction of the Sponsor or the Administrative Committee, the Trustee shall pay out of the Trust Fund all real and personal property taxes, income taxes and other taxes of any and all kinds levied or assessed against the Trust Fund. The Administrative Committee shall timely file all Federal, state and local tax returns and information returns relating to the Plan and the Trust.

ARTICLE V

Administrati on

(a) General . The Administrative Committee shall be responsible for the management, operation and administration of the Plan with respect to the Trust.

Section 5.2. Information to be Furnished to Administrative Committee . The Employer shall furnish the Administrative Committee, to the extent permitted by law and requested by the Administrative Committee, such payroll information and data with respect to its employees that

the Administrative Committee may require in connection with the administration of the Plan. Such information shall be limited in nature to such matters as name, classification, social security number, amount of compensation, number of hours of service and years of service and any other information necessary to establish eligibility to participate or entitlement to benefits. Participants, Dependents, Beneficiaries and other recipients shall, as a pre-condition to receipt of a payment from the Trust, furnish to the Administrative Committee (or to the Employer acting as the agent of the Administrative Committee) such evidence, data or information and execute such documents or provide such receipts as the Administrative Committee reasonably requests in order to carry out its duties.

Section 5.3. Additional Obligations . The Administrative Committee shall be responsible for ensuring that any payment directed under this Article by Instructions conforms to the provisions of the Plan, this Agreement, and the provisions of the Act. Subject to Article XI, each Instruction of the Administrative Committee shall be in writing and shall be deemed to include a certification that any payment or other distribution directed thereby is one which the Administrative Committee is authorized to direct, and the Trustee may conclusively rely on such certification without further investigation unless the Trustee has actual knowledge to the contrary. The Trustee shall not incur any liability or other damage on account of any payments or other distributions made by it in accordance with the written Instructions of the Administrative Committee. The Administrative Committee may elect to appoint a third party agent for benefit payments upon notice to the Trustee, in which event, the Trustee’s sole duty shall be to make payments to, or receive amounts back from, such agent as may be directed by the Administrative Committee or its delegate in Instructions.

Section 5.4. Uniform Application . The Administrative Committee shall apply the provisions and any rules, regulations and conditions adopted by it in a uniform and nondiscriminatory manner in accordance with Sections 505 and 501(c)(9) of the Code, so that all persons similarly situated shall be similarly treated. In addition, all rules, regulations and conditions adopted by it must be reasonably related to the type or amount of benefit or other payment provided under the Trust and must be objectively selected and administered so as not to provide disproportionate benefits in favor of officers, shareholders or highly compensated employees of the Employer or highly compensated individuals (in accordance with Sections 501(c)(9) and 505 of the Code).

Section 5.5. [This section intentionally omitted.]

Section 5.6. [This section intentionally omitted.]

Section 5.7. [This section intentionally omitted.]

Section 5.8. [This section intentionally omitted.]

Section 5.9. Limitation of Responsibilities and of Liabilities . The functions of any attorney, actuary or accountant engaged pursuant to Section 5.1(e) or otherwise with respect to the Plan or the Trust shall be limited to the specific services and duties for which they are engaged, and such persons shall have no other duties or obligations under the Trust. Such persons shall exercise no discretionary authority or discretionary control respecting management of the Plan or the Trust and shall exercise no authority or control respecting management or disposition of the assets of the Trust.

Section 5.10. Rebates and Adjustments . Notwithstanding any provisions of this Trust to the contrary, the Administrative Committee may, in its discretion and to the extent permitted by the Act and Section 501(c)(9) of the Code and as would not result in the imposition of tax under Section 4976 of the Code, direct the Trustee to return excess insurance premiums or payments to the person (including the Employer) whose contribution was applied to such premium or payments and to make administrative adjustments strictly incidental to the providing of benefits to Participants. In addition, in the event a benefit is provided or a disbursement is made from the Trust Fund as a result of a directive from the Administrative Committee and it is determined by the Administrative Committee that such benefit should not have been provided or disbursement made, the Sponsor shall make a contribution to reimburse the Trust to the extent such contribution is deductible for income tax purposes.

Section 5.11. Appointment of Qualified Investment Manager . The Investment Committee, acting on behalf of the Sponsor may, pursuant to authorization by the Oversight Committee, appoint a Qualified Investment Manager to manage, invest and reinvest any part or all of the assets of the Trust Fund in a Qualified Investment Manager Directed Account in the same manner and to the same extent as the Trustee is empowered pursuant to Article IV. Such appointment shall be in writing, signed by the Investment Committee and the Qualified Investment Manager and shall set forth the rights, powers and duties of the Qualified Investment Manager, including acknowledging that the Qualified Investment Manager is a fiduciary with respect to the Trust. Assets of the Trust Fund managed or invested by a Qualified Investment Manager shall be segregated into one or more “Qualified Investment Manager Directed Accounts.” The appointment of a Qualified Investment Manager may be revoked by the Investment Committee or resigned by the Qualified Investment Manager at any time, by written notification to the other party to the appointment. Written notice of the appointment, removal or resignation of a Qualified Investment Manager shall be given to the Trustee. As long as such Qualified Investment Manager is acting, such Qualified Investment Manager shall have, to the extent set forth in the written appointment, full authority to direct the Trustee with respect to the acquisition, retention, management and disposition of the assets from time to time comprising the Investment Accounts being managed by such Qualified Investment Manager and the voting of the proxies thereon, and the Trustee shall have no duty or obligation to review the assets from time to time comprising such Investment Accounts, to make any recommendations with respect to the investment, reinvestment or retention thereof, nor with respect to the voting of proxies thereon, nor to determine whether any direction from such Qualified Investment Manager is proper or within the terms of this Agreement. The Investment Committee shall be responsible for ascertaining that, while each Qualified Investment Manager is acting in that capacity, that Qualified Investment Manager satisfies the requirements of Section 3(38) of the Act, or any successor thereto. The Investment Committee shall furnish the Trustee with written notice of the appointment of each Qualified Investment Manager hereunder, and of the termination of any such appointment. Such notice shall specify the assets which shall constitute the Investment Account. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Qualified Investment Manager’s continuing satisfaction of the requirements set forth above until it receives written notice from the Investment Committee to the contrary. The Trustee shall conclusively presume that each Qualified Investment Manager, under its investment management agreement, is entitled to act, in directing the investment and reinvestment of the Qualified Investment Manager Directed Account for which it is responsible, in its sole and independent discretion and without limitation. The Trustee shall have no responsibility with respect to the formulation of or compliance with any investment or

diversification policies established with respect to any Qualified Investment Manager Directed Account unless the Trustee or an affiliate of the Trustee is the Qualified Investment Manager of the Qualified Investment Manager Direcged Account.

Section 5.12. Indemnification of Trustee and Limitation of Trustee Responsibility Regarding Qualified Investment Manager . The Trustee shall have no liability or responsibility to the Employer or any Participant or Beneficiary of the Trust for acting without question on the direction of, or for failure to act in the absence of directions from, a Qualified Investment Manager for any Qualified Investment Manager Directed Account. The Trustee may assume that any Qualified Investment Manager Directed Account previously established and the appointment of any Qualified Investment Manager for that account continues in force until receipt of written notice to the contrary. Pending receipt of directions from the Qualified Investment Manager, any cash received by the Trustee from time to time for any Qualified Investment Manager Directed Account may be retained by the Trustee, in its discretion, in cash, without any liability for interest. In addition, the Employer agrees to indemnify the Trustee for, and hold it harmless against, any liability or expense in connection with or arising out of (a) any action taken or omitted or any investment or disbursement of any part of the Trust Fund made by the Trustee at the direction of the Qualified Investment Manager or any inaction with respect to the Trust Fund in the absence of directions from the Qualified Investment Manger, or (b) any action taken by the Trustee pursuant to a notification of an order to purchase or sell securities issued by a Qualified Investment Manager directly to a broker or dealer under a power of attorney.

Section 5.13. Further Indemnification of the Trustee; Contribution .

(a) The Sponsor shall indemnify and save harmless the Trustee, its affiliates, and their officers and employees for and from any Liability arising (i) out of any matter as to which the Trustee is directed, or this Agreement provides that the Trustee is protected, not liable, or not responsible, or as to which the Trustee has acted in accordance with this Agreement and the Act, or (ii) by reason of any breach of any statutory or other duty owed to the Plan by the Sponsor, the Oversight Committee, Investment Committee, Administrative Committee, any Qualified Investment Manager or any delegate of any of them, except to the extent the Trustee may otherwise be considered liable under Section 405(a) of the Act for that other person’s breach in the case where (i) the Trustee actively participated in or concealed the other person’s breach, or (ii) appropriate personnel of the Trustee knew of the other person’s breach and failed to notify the Sponsor or the Oversight Committee of such breach.

(b) The Trustee, its affiliates, and their officers, agents and employees may bring action against the Sponsor to contribute to the satisfaction of any liability to the extent that the liability (i) is not subject to indemnification under Subsection (a) and (ii) is caused by the culpable conduct of the Sponsor, the Oversight Committee, Investment Committee, Administrative Committee, or their respective agents.

(c) The foregoing rights of indemnification and contribution shall not limit any rights or remedies that may be available to the Trustee under Applicable Law.

ARTICLE VI

Accounting and Recordkeeping

Section 6.1. Accounting Records . The Oversight Committee, Investment Committee, Administrative Committee and the Trustee shall each maintain or cause to be maintained such accounting records as they each may deem appropriate for purposes of carrying out their responsibilities under the Trust.

Section 6.2. Separate Funds . The Trust Fund may be subdivided into separate funds, in accordance with written directions of the Investment Committee or the Administrative Committee.

Section 6.3. Valuation of Trust Fund .

(a) The Trustee shall value the Trust Fund as of the close of business on the last day of each calendar quarter or such other date as may be agreed between the Trustee and the Sponsor (such date hereafter referred to as the “Valuation Date”).

(b) The Trustee shall determine the fair market value or fair value of property held in the Trust Fund based upon one or more of the following: information and financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisals by qualified Persons, transactions and bona fide offers in assets of the type in question, valuations provided by the Qualified Investment Manager, and other information customarily used in the valuation of property. Units or shares in registered investment companies, limited partnerships, limited liability companies, or other funds (each a “Fund”) shall be their net asset value or other unit or share value as announced by the Fund or its operator. A Qualified Investment Manager shall certify, at the request of the Trustee, the value of any property held in any Investment Account managed by such Qualified Investment Manager, and such certification shall be regarded as an Instruction with regard to such valuation. The Trustee shall be entitled to rely upon such valuation for all purposes under this Agreement.

(c) Valuations of property reasonably deemed by the Trustee to be commodity interests or over-the-counter options or derivative instruments shall be valued at their last prior sales prices on the principal board of trade or the contracts market in which dealings are made or by quotations from the contraparty bank or party. The Sponsor acknowledges that values of derivative instruments are indicative values only based on market levels on the date, or upon change in rates, so indicated. These valuations do not indicate the actual terms at which derivatives could be liquidated or unwound or the calculation or estimate of an amount that would be payable following the designation of an early termination date under any applicable agreement. Valuations of derivatives may be derived from proprietary models (including proprietary models developed by the dealer from which a given derivative was purchased) based upon estimates about relevant future market conditions. Valuations based on other models or different assumptions may yield different results. The Trustee expressly disclaims any responsibility for the accuracy of the models or estimates used in deriving the valuations.

Section 6.4. Specific Accounts . At no time shall any segregated account or separate fund be considered a savings account or investment or asset of any particular Participant, Dependent or Beneficiary or group thereof, and no Participant, Dependent or Beneficiary or

group thereof shall have any right to any particular asset which the Investment Committee, Oversight Committee or the Trustee may have allocated to any segregated account or separate fund for accounting purposes.

Section 6.5. Audit of Accounts . If required by the Act or other applicable law or deemed appropriate by the Oversight Committee, the Administrative Committee shall cause an audit of the Trust to be made at least once each year by an independent qualified public accountant who shall be formally appointed by and responsible only to the Oversight Committee. A copy of the accountant’s audit report of each such audit of the Trust shall be available at the office of the Sponsor during all regular business hours for inspection. The Sponsor may make a reasonable charge for the cost of duplication of such report. All accounts, books and records of the Trustee shall be open for inspection and audit at all reasonable times by any person designated by the Sponsor.

Section 6.6. Regulatory Reporting . The Administrative Committee shall have authority over all reports and accountings which governmental regulatory bodies may require to be filed, and it shall have ultimate responsibility for such filings. This shall include, but not be limited to, all reports required by the Act. It shall be the Trustee’s duty and responsibility to provide the Administrative Committee with information within the scope of its duties which is necessary to prepare such required reports and accountings.

Section 6.7. Retention of Records . The Trustee must maintain correspondence or other files, including but not limited to, correspondence of transmittal for checks, statements and account analyses, and correspondence dealing with terminated or deceased participants for a period of six (6) years; after which the Trustee must transfer such records to the Sponsor as shall be agreed upon in writing signed by the Trustee and Administrative Committee. During this six-year period, the Administrative Committee shall have the right to request that copies of any such correspondence or files be delivered to it.

Section 6.8. Computerized Access to Trust Fund Records . The Investment Committee, or a Qualified Investment Manager may request the Trustee to provide them with on-line access to certain current records and reports relating to the Trust Fund or certain Investment Accounts. If the Trustee agrees to do so, the records and unaudited reports accessible on-line will be unaudited and may not be accurate due to inaccurate pricing of property, delays in updating the accounting records of the Trust Fund and other causes. The Trustee will not be liable for any loss or damage arising out of the inaccuracy of any such records or unaudited reports accessed on-line.

Section 6.9. Trust Accountings .

(a) Within sixty days after the close of each month and at more frequent intervals if agreed to by the parties hereto, the Trustee shall render to the Administrative Committee a written statement and account showing in reasonable summary the investments, receipts, disbursements, and other transactions engaged in during the preceding month or period, and setting forth the assets and liabilities of the Trust. Within sixty days after the close of each fiscal year, and within sixty days after the removal or resignation of the Trustee as provided hereunder, the Trustee shall render to the Administrative Committee a similar statement and account for that fiscal year. The Administrative Committee shall promptly review each statement and account and advise the Trustee in writing of any errors or omissions reflected

therein. Unless the Administrative Committee shall have filed with the Trustee written exceptions or objections to the annual statement and account within the later of one hundred eighty (180) days after receipt thereof or the filing of the Form 5500 Plan report for a Plan Year to which the annual statement and account may relate, the Administrative Committee shall be deemed to have approved such statement and account, and in such case or upon written approval by the Administrative Committee of the annual statement and account, the Trustee shall be released and discharged with respect to all matters and things reflected in the annual statement and account to the full extent permissible under Applicable Law as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding in which the Administrative Committee, the Sponsor, all other necessary parties and all Persons having any beneficial interest in the Trust Fund were parties.

(b) Nothing contained in this Agreement or in the Plan shall deprive the Trustee of the right to have a judicial settlement of its account at its own expense. In any proceeding for a judicial settlement of the Trustee’s accounts or for instructions in connection with the Trust, the only necessary parties thereto in addition to the Trustee shall be the Investment Committee, Administrative Committee and the Sponsor, and no Participant or other Person having or claiming any interest in the Trust Fund shall be entitled to any notice or service of process (except as required by Applicable Law). Any judgment, decision or award entered in any such proceeding or action shall be conclusive upon all interested Persons.

ARTICLE VII

Benefits

Section 7.1. Benefits in General . The Trust shall be applied to provide Participants, Dependents or Beneficiaries with “life, sick, accident, or other benefits,” as that phrase is defined in Section 501(c)(9) of the Code. The Trust shall provide such benefits directly or indirectly, such as by payment or reimbursement to any other party, including the Employer, or make payments to any third party, such as an insurance company, HMO, Taft-Hartley Trust, governmental fund, trust or other account that provides such benefits pursuant to or by reference to the Collective Bargaining Agreements or with respect to persons who are or were covered by Collective Bargaining Agreements. For purposes of directing payments from the Trust, the Employer shall have sole responsibility for determining the life, sick, accident or other benefits that are provided under or by reference to the Collective Bargaining Agreements or with respect to persons who are or were covered by Collective Bargaining Agreements. The Trustee shall have no responsibility or duty to interpret the Collective Bargaining Agreements or otherwise determine the benefits payable pursuant to or by reference to the Collective Bargaining Agreements.

Section 7.2. Particular Benefit Programs . The Employer may utilize the Trust to provide payments with respect to different benefit programs which provide different types or amounts of benefits to different groups of Participants (or their Dependents or designated Beneficiaries); provided, however, that such benefit programs shall not violate, either in design or operation, Sections 501(c)(9), 505 or 4976 of the Code. In addition, the Employer may utilize the Trust to provide payments with respect to benefit plans or programs which provide benefits to employees who have terminated participation; such programs may, for example, provide benefits to (1) Employees who have gone on leave of absence or have terminated employment by

reason of disability, layoff or otherwise, (2) Dependents of Employees; or (3) Dependents of deceased Employees. In the event a particular benefit plan(s) or program(s) clearly provides, in writing, for benefits to persons who are not Participants, those persons shall be provided with a benefit only pursuant to the terms of and under that particular benefit plan(s) or program(s).

Section 7.3. Insurance Policies, Contracts and Providers . Nothing contained in nor promulgated or applied under the authority of the Trust shall be interpreted as relieving any insurer, health service provider, administrator, Taft-Hartley Trust, governmental fund, trust, account or other obligor of its obligation to provide benefits under any contract issued by, promise made by or duty assumed by the insurer, health service provider, administrator, Taft-Hartley Trust, governmental fund, trust, account or other obligor.

Section 7.4. Limitation on Benefits . No Employee, Retiree, Participant, Dependent, Beneficiary or other person or entity shall have the right, privilege or option to receive instead of the payments provided by the Trust or the Plan (a) any part of the contributions made to the Trust by the Employer or any Participants, (b) a cash consideration from the Trust either upon termination of benefits provided by the Plan or payment provided by the Trust or upon such Participant’s termination of coverage under the Plan, either voluntarily or through severance of employment or otherwise, or (c) the cash surrender value of any insurance policy or benefit contract in lieu of the benefits provided in said policy or contract.

Section 7.5. Benefit Programs . It is intended that the Trust be used to fund, if and to the extent deemed appropriate by the Employer, welfare benefits to Participants. Said welfare benefits are those which are either (a) intended to safeguard or improve the health of a Participant or Dependent, or (b) which protect against a contingency that interrupts or impairs a Participant’s earning power (as those phrases (a) and (b) are defined in Section 501(c)(9) of the Code); provided, however, that no such welfare benefit program shall violate, either in design or operation, Section 5.4 of the Agreement or Sections 501(c)(9), 505 or 4976 of the Code.

ARTICLE VIII

Amendment

Section 8.1. Amendment of Trust . The Board or the Oversight Committee may amend the Trust at any time and from time to time and to any extent deemed necessary or advisable; provided, however, that no amendment shall:

(a) vest in the Employer any ownership of the Trust’s assets;

(b) have the effect of discriminatorily depriving, on a retroactive basis, any Participant or Beneficiary of any beneficial interest which has become payable from the Trust prior to the date such amendment is effective;

(d) have the result of diverting the assets of the Trust Fund to any purpose other than the purpose set forth in Article II.

The Administrative Committee shall promptly notify the Trustee of any amendment adopted pursuant to this Article, and shall promptly provide the Trustee with a copy of each such amendment.

ARTICLE IX

Termination

Section 9.1. Right to Discontinue Contributions . Although the Trust has been established with the intention that it continue to operate indefinitely and that the Employer (and, to the extent determined by the Oversight Committee, the Participants, Beneficiaries or Dependents) contribute to the Trust for an indefinite period, the Board reserves the right to permanently discontinue contributions to the Trust at any time. Thereafter, the provisions of the Trust shall continue in full force and effect, subject to termination in accordance with Section 9.2.

Section 9.2. Right to Terminate Trust . The Board reserves the right to terminate the Trust at any time by written notification to the Trustee. Upon receipt of such notice, the Trustee shall proceed to apply the Trust Fund’s assets in accordance with Section 9.3.

Section 9.3. Application of Trust Fund Assets . In the event the Trust is to be terminated in accordance with Section 9.2 or any final and unappealed order of any court of competent jurisdiction, no further contributions shall be made to the Trust by the Employer. The assets in the Trust Fund, to the extent they exist, shall be applied in the following order, as directed by the Administrative Committee unless a final and unappealed order of any court of competent jurisdiction or any applicable law shall mandate a contrary application:

(a) all administrative expenses and fees for professional services, whether to accountants, lawyers, actuaries, administrators or other persons, which are necessary to administer or terminate the Plan, if applicable, and Trust and prepare final reports either under this Agreement, the Act or any applicable law, and which are reasonable in amount; then to

(b) the providing of benefits to Participants, Dependents and Beneficiaries with respect to claims arising prior to the date of termination or such earlier date as the Administrative Committee may designate; and then to

(c) the providing of “life, sick, accident, or other benefits,” as that phrase is defined in Section 501(c)(9) of the Code and as shall be determined by the Administrative Committee. This may include the payment of premiums or benefits or other payments or transfers to any person (including, but not limited to, an individual, trust, estate, governmental fund or account, executor, administrator or fiduciary, whether corporate or otherwise) for insurance or benefit coverage for employees of such type and amount as the Administrative Committee determines, on the basis of objective and reasonable standards which do not result in disproportionate payments to similarly situated employees or discrimination in favor of officers, shareholders or highly compensated employees (as defined in Section 501(c)(9) of the Code) or highly compensated individuals (as defined in Section 505 of the Code).

ARTICLE X

Miscellaneous

Section 10.1. Inalienability of Benefits . Except as may otherwise be provided herein, the right of any Participant, Dependent, Beneficiary or other person or entity to any benefit or payment from the Trust shall not be subject to voluntary or involuntary transfer, alienation, pledge, assignment or other disposition and shall not be subject to attachment, execution, garnishment, sequestration or other legal or equitable process. Any attempt to transfer, alienate, pledge, assign or otherwise dispose of such right or any attempt to subject such right to attachment, execution, garnishment, sequestration or other legal or equitable process shall be null and void.

Section 10.2. No Implied Rights . Neither the establishment of the Trust nor any modification thereof, nor the creation of any fund, trust or account thereunder, shall be construed as giving any Participant, Employee, Retiree, Dependent, Beneficiary or other person or entity any legal or equitable right unless such right shall be specifically provided for in the Plan and the Trust or conferred by affirmative action of the Employer in accordance with the express written terms and provisions of the Plan and the Trust.

Section 10.3. Status of Employment Relations . The adoption and maintenance of the Trust shall not be deemed to constitute a contract between the Employer and its Employees or any representative thereof or to be consideration for, or an inducement or condition of, the employment of any person. Nothing contained herein shall be deemed to:

(a) give to any Employee the right to be retained in the employ of the Employer;

(b) affect the right of the Employer to discipline or discharge any Employee at any time; or

Section 10.4. No Guarantee . Nothing contained in the Trust shall constitute a guarantee by the Employer, the Sponsor, the Board, the Oversight Committee, the Investment Committee, the Administrative Committee or the Trustee that the assets of the Trust Fund will be sufficient to pay any benefit to any person or make any other payment; payments to be paid from the Trust are limited to the assets remaining in the Trust at the time payment is made. Prior to the time that distributions are made in conformity with the Plan and the Trust, the Participants, Employees, Retirees, Dependents, Beneficiaries or other persons shall not receive any distribution of cash or other thing of current or exchangeable value, either from the Employer, the Sponsor, the Board, the Oversight Committee, the Investment Committee, the Administrative Committee or the Trustee on account of, or as a result of the Trust Fund created hereunder.

Section 10.5. Service in More than One Capacity . A person or groups of persons may serve in more than one fiduciary capacity with respect to the Trust.

Section 10.6. Adoption by Others . Any corporation or other business entity which is sufficiently affiliated with the Sponsor for purposes of Section 501(c)(9) of the Code may adopt

the Trust in any manner acceptable to the Sponsor provided there is written evidence of such adoption and upon agreement of the Employer to comply with all the requirements and conditions of the Trust and all requirements and conditions of any agreement with the Funding Agent. If a Successor Company to the Employer or any other person or entity to whom the Employer assigns its rights elects to continue the Trust, such Successor Company or purchaser shall be substituted for the Employer under this Agreement. Each Employer, other than the Sponsor, which is or shall become a party to this Agreement, hereby irrevocably gives and grants to the Sponsor, the Oversight Committee, the Investment Committee and the Administrative Committee full and exclusive power and authority to exercise all of the powers conferred upon it by the terms of this Agreement and to take or refrain from taking any and all action which such Employer might otherwise take or refrain from taking with respect to this Agreement, including the sole and exclusive power to exercise, enforce or waive any rights whatsoever which such Employer might otherwise have with respect to the Trust Fund, and each such Employer, by becoming a party to this Agreement, irrevocably appoints the Sponsor its agent for such purposes. The Trustee shall have no obligation to account to any such Employer or to follow the instructions of or otherwise deal with any such Employer, the intention being that the Trustee shall deal solely with the Sponsor, the Investment Committee and the Administrative Committee as if the Trustee and Sponsor were the only parties in this Agreement.

Section 10.7. Withdrawal by Participating Affiliates . Each individual Employer which has adopted this Trust may, by resolution of the board of directors or executive or management committees of such Employer, or its delegates, and subject to the approval of the Sponsor and the satisfaction of such conditions, if any, as may be imposed by the Sponsor or the Oversight Committee, terminate its adoption of the Trust by giving thirty days prior written notice of such intention to the Board, the Committees and the Funding Agent. Such withdrawal will be effective upon receipt of written notice of such withdrawal by the Sponsor and Trustee, unless such notice is waived.

Section 10.8. Actions by Sponsor . All actions by the Sponsor under this Trust shall be by resolution of the Oversight Committee, Investment Committee or Administrative Committee, or by a person or persons or committee designated by the Oversight Committee, Investment Committee or Administrative Committee.

Section 10.9. Binding Effect . The provisions of the Trust and to the extent permitted by law all actions taken and decisions made by a committee shall be binding on the Employer, the Trustee, the Sponsor, the Board, and their successors and on all persons entitled to benefits under the Plan and their respective heirs, legal representatives and successors in interest.

Section 10.10. Governing Laws . The Trust shall be construed and administered according to the laws of the State of New York, to the extent that such laws are not preempted by the laws of the United States of America.

Section 10.11. Counterparts . The Trust may be executed in any number of counterparts, each of which shall be deemed an original, and the Agreement may be sufficiently evidenced by any one counterpart.

Section 10.12. Number and Gender . Wherever appropriate, words used in this Trust in the singular may mean the plural, the plural may mean the singular, and the masculine may mean the feminine or neuter.

Section 10.13. Courts . Except as otherwise required by law, in case of any court proceedings involving the Trustee, the Employer, the Sponsor, the Board, the Oversight Committee, the Investment Committee, the Administrative Committee or the Trust Fund, only the Employer, the Sponsor, the Board, Oversight Committee, the Investment Committee, the Administrative Committee and the Trustee shall be necessary parties to the proceedings, and no other person shall be entitled to notice of process. Except where otherwise specifically required by the Act, the United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. A final and unappealed judgment entered in any such proceeding shall be conclusive. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.

Section 10.14. Notices . Whenever any notice may be or is required to be given by the Trustee, the Sponsor, the Board, the Oversight Committee, the Investment Committee or the Administrative Committee to any person, such notice may be given by United States mail, mailed to such person at his last address appearing in the records of the Sponsor; provided, however, in the event notice is to be given to the Sponsor, such notice shall be directed to the President of the Sponsor.

Section 10.15. Persons Dealing with Trustee . No person or entity contracting or in any way dealing with the Trustee shall be under any obligation to ascertain or inquire (a) into any powers of the Trustee, (b) whether such powers have been properly exercised, or (c) the source or application of any funds received from or paid to the Trustee, and such person may rely on the Trustee’s exercise of any power or authority as conclusive evidence that he possesses such power and authority. This Section shall not apply to any person who is a fiduciary with respect to the Trust.

Section 10.16. Titles . All titles used in this Agreement are for purposes of identification only and shall have no bearing on the meaning, construction or interpretation of the Articles or Sections to which they refer.

Section 10.17. Tax Exemption . The Plan and the Trust are intended to constitute an organization described in Section 501(c)(9) of the Code and to satisfy any applicable requirements of the Act, and this Agreement shall be interpreted and the Trust shall be administered consistent with such intention.

Section 10.18. Misrepresentations . The Administrative Committee may (but shall not be required to) rely upon any certificate, statement or other representation made to it by an Employee, Participant, Dependent, Beneficiary or other recipient with respect to any fact with regard to any of the provisions of the Plan and the Trust or the operation of either. Any such certificate, statement or other representation shall be conclusively binding upon such Employee,

Participant, Dependent, Beneficiary or other recipient or his personal representative, heir, or assignee (but not upon the Administrative Committee), and any such person or recipient shall thereafter be estopped from disputing the truth of any such certificate, statement or other representation.

Section 10.19. Incapacity . In the event any person or entity entitled to receive any distribution from the Trust shall, in the opinion of the Administrative Committee, be legally incapable of giving a valid receipt and discharge for such distribution, and another person or entity is then maintaining or has custody of the person or entity first referred to, then such distribution, at the option of the Administrative Committee, may be made to the person or entity maintaining or having such custody. Such distribution shall be in complete discharge of the liability under the Plan and the Employer, the Administrative Committee and the Trustee shall have no responsibility to see to the application of such distribution.

Section 10.20. Partial Invalidity . If any provision of this Agreement is held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining portions of the Agreement unless such illegality or invalidity prevents accomplishment of the objectives and purposes of the Trust. In the event of any such holding, the parties may immediately, and if in accordance with appropriate law retroactively, amend the Agreement as is necessary to remedy any such defect.

Section 10.21. Entire Agreement . With the exception of a separate fee agreement which is anticipated to be entered into by the Trustee and the Investment Committee, this Agreement sets out the entire Agreement between the parties in connection with the subject matter, and this Agreement supersedes any prior agreement, statement, or representation relating to the obligations of either party, whether oral or written.

Section 10.22. Duty to Furnish Information . The Investment Committee, Administrative Committee and the Sponsor on the one hand and the Trustee on the other each shall furnish to the other any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties imposed under the Plan or this Agreement or otherwise imposed by Applicable Law.

Section 10.23. Survival . The provisions of Sections 4.10, 4.11, 4.12, 5.1, 5.2, 5.3, 5.12, 5.13, 10.10, 10.13, 13.5, 14.3, 14.4, 14.5 and Article VI shall survive termination of the Trust created under this Trust Agreement or resignation or removal of the Trustee for any reason.

Section 10.24. Force Majeure . Neither party shall be liable to any Person for any loss due to forces beyond its control including, but not limited to strikes or work stoppages, fire, telecommunications failure, acts of war (whether declared or undeclared) or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, or acts of God.

ARTICLE XI

Instructions

Section 11.1. Authority of Investment Committee and Administrative Committee; Power of Investment Committee and Administrative Committee and Qualified Investment Managers to Designate Persons Authorized to Act .

(a) the Investment Committee and Administrative Committee shall each appoint one or more Persons (who may be, but are not required to be employees of the Sponsor) to act on its behalf on matters relating to the Trust Fund and this Agreement, and, from time to time, it shall certify to the Trustee the name or names of any Person or Persons so authorized to act. Except to the extent specifically disclosed in writing to the Trustee, any such Person is authorized to act on behalf of the Administrative Committee as a whole or the Investment Committee as a whole . The Trustee may continue to rely on the authority of a Person to act for the Investment Committee or Administrative Committee until the Investment Committee or Administrative Committee or Sponsor notifies the Trustee that that Person is no longer authorized to act for the Investment Committee or Administrative Committee.

(b) Any Qualified Investment Manager appointed by the Investment Committee shall designate one or more Persons, each of whom shall be authorized to give Instructions on behalf of such Qualified Investment Manager. From time to time the Qualified Investment Manager shall certify to the Trustee the name or names of any Person or Persons so authorized to act. The Trustee may continue to rely upon the authority of such Person to act for the Qualified Investment Manager until the Qualified Investment Manager files a subsequent certification with the Trustee.

Section 11.2. Acting on Instructions; Unclear Instructions .

(a) The Trustee is authorized to act under this Agreement (or to refrain from taking action) in accordance with instructions, notices, or directions received by the Trustee, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to the Trustee (“Instructions”). The Trustee will have no responsibility for the authenticity or propriety of any Instructions that the Trustee believes in good faith to have been given by an authorized Person or which are transmitted with proper testing or authentication pursuant to terms and conditions that the Trustee may specify. The Trustee is authorized to the extent permitted by Applicable Law to accept and act upon any Instructions received by it without inquiry.

(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.

(c) Trustee may seek clarification of an Instruction from an authorized Person and may decline to act upon an Instruction if it does not receive clarification. Trustee will not be liable for any loss arising from any delay while it seeks such clarification.

Section 11.3. Confirmation of Oral Instructions/Security Devices . Any Instructions delivered to the Trustee by telephone or facsimile transmission will promptly thereafter be confirmed in writing by an authorized Person. The Trustee shall not be liable for having followed such Instructions notwithstanding the failure of an authorized Person to send such confirmation in writing or the failure of such confirmation to conform to the telephone or facsimile Instructions received provided the Trustee promptly notifies such authorized Person of such failure to confirm or any inconsistency between the instruction and the confirmation. Either party may electronically record any of their telephonic communications. The Sponsor, the Investment Committee, Administrative Committee, and each Qualified Investment Manager will be responsible for safeguarding any test keys, identification codes or other security devices that the Trustee may make available to them or any authorized Person.

ARTICLE XII

Appointment of Named Fiduciaries

Section 12.1. Named Fiduciaries . The Named Fiduciaries of the Trust are as follows:

(a) The Oversight Committee;

(b) The Investment Committee;

(d) Each Funding Agent, solely with respect to the Trust assets under its control.

Section 12.2. Appointment of Oversight Committee . The Oversight Committee shall consist of two or more persons appointed by the Board who shall serve at the pleasure of the Board.

Section 12.3. Appointment of Administrative Committee . The Administrative Committee shall consist of two or more persons (and their alternates) appointed by the Oversight Committee who shall serve at the pleasure of the Oversight Committee.

Section 12.4. Appointment of Investment Committee . The Investment Committee shall consist of two or more persons (and their alternates) appointed by the Oversight Committee and who shall serve at the pleasure of the Oversight Committee.

Section 12.5. Existence of Committees . If at any time any committee is not appointed and acting, then for the purposes of the Trust, the person with the power to appoint members of such committee shall be deemed to be such committee.

Section 12.6. Vacancies and Resignations . Any member of any committee may resign by delivering or mailing his written resignation to the person with the power to appoint members of such committee, and such resignation will become effective upon the delivery or at any later date specified therein. Vacancies in any committee shall be filled by the person or persons with the power to appoint members of such committee, but pending action by such person, may be filled by the remaining members.

Section 12.7. Committee Officers . Each committee shall designate a secretary (who need not be a member of the committee) who shall keep or cause to be kept minutes of all committee proceedings and all data, records and documents relating to the committee’s administration of the Trust.

Section 12.8. Committee Meetings . Each committee shall act and hold meetings upon such notice, at such time, and at such place as it may determine. A majority of the members of a committee shall constitute a quorum for the transaction of its business. All resolutions or actions taken by a committee shall be by vote of a majority of those present at a meeting,

participating in a telephone conference call, or in writing by a majority of the members if they act without a meeting or telephone conference call.

Section 12.9. Employment of Experts . Each committee may employ or engage such service providers, vendors, experts or other persons as it deems necessary in connection with discharging its duties under the Trust.

Section 12.10. Committee Compensation . Unless otherwise determined by the Board, the members of the committees shall not be compensated by the Plan or the Trust Fund for their services as such.

ARTICLE XIII

Powers and Duties of Named Fiduciaries

Section 13.1. Board Powers and Duties . The Board’s sole duties with respect to the Trust shall be to:

(a) appoint, monitor and, if necessary, remove the members of the Oversight Committee and review the performance of the Oversight Committee in light of its responsibilities by receiving periodic reports;

(b) adopt any amendments to the Trust which in the Board’s judgment are necessary or proper or are required to comply with ERISA; and

Section 13.2. Oversight Committee Powers and Duties . Except to the extent otherwise provided herein, the Oversight Committee’s duties with respect to the Trust are as follows:

(a) in its discretion establish an Administrative and/or an Investment Committee, the members of which shall be determined from time to time by the Oversight Committee or pursuant to procedures established from time to time by the Oversight Committee;

(b) monitor the performance of these committees in light of their responsibilities by reviewing periodic reports or records;

(c) adopt its own charter setting forth the rules and guidelines for its operation and take any action within its authority by any means set forth in such charter at the time of such action. Each of the Administrative Committee and the Investment Committee shall propose and adopt its own charter, the adoption and amendment of which shall be subject to the approval of the Oversight Committee and may take any action within its authority by any means set forth in such charter at the time of such action;

(d) establish investment policies and objectives applicable to the total fund and to funds held by each Funding Agent having investment responsibilities. The Oversight Committee may make and liquidate investments on behalf of the Trust Fund or any portion of the Trust Fund or may delegate such decision making with respect to the Trust Fund or any portion of the

Trust Fund to a committee, Funding Agent or other person selected and appointed by it;

(e) adopt, or recommend to the Board the adoption of, any amendments to the Trust which in the Oversight Committee’s judgment are necessary or proper or are required to comply with ERISA or the Code;

(f) determine and authorize any Company contributions to the Trust;

(g) appoint, review and, if necessary, terminate any actuary, accountant or other expert it deems necessary for the Trust;

(h) determine any matters that need to be performed by any actuary, accountant or other expert and periodically review and evaluate any such expert;

(i) cause to be prepared any further information pertaining to the Trust which the Board or management personnel of the Company may request from time to time; and

(j) in its discretion commence and defend litigation on behalf of the Trust arising from the operation of the Trust, including causing the costs and expenses (including attorneys fees) incurred in connection with such litigation to be paid from the Trust Fund.

Section 13.3. Administrative Committee Powers and Duties . Except to the extent otherwise provided herein, the Administrative Committee shall be responsible for the administration of the Trust and for carrying out its terms. The Administrative Committee shall perform its responsibilities in accordance with such general rules, regulations, policies, practices and procedures, as well as standing interpretations of general application, as may be promulgated from time to time by the Oversight Committee and shall also have the discretionary authority to do the following:

(a) recommend to the Oversight Committee any amendments to the Trust which in the Administrative Committee’s judgment are necessary or proper or are required to comply with ERISA or the Code;

(b) select and appoint service providers and vendors as it deems necessary or appropriate to facilitate the administration of the Trust and authorize or approve such service providers’ or vendors’ fees and other terms of engagement;

(c) prepare and provide any information pertaining to the Trust which any actuary, accountant or other service provider or vendor may request from time to time;

(d) cause to be maintained such data, records, and documents as are necessary or desirable for the administration of the Trust and the determination of payments from the Trust;

(e) direct disbursement of payments by any Funding Agent;

(f) cause to be prepared the statement of financial condition of the assets of the Trust for submission to the Oversight Committee for its approval and any further information pertaining to the Trust which the Oversight Committee may request; and

(g) cause to be prepared and distributed such materials as are required by ERISA .

Section 13.4. Investment Committee Powers and Duties . The Investment Committee shall perform its responsibilities in accordance with such general rules, regulations, policies, practices and procedures, as well as standing interpretations of general application, as may be promulgated from time to time by the Oversight Committee and shall also have the discretionary authority to do the following:

(a) recommend to the Oversight Committee, any amendments to the Trust which in the Investment Committee’s judgment are necessary or proper or are required to comply with ERISA or the Code;

(b) allocate or reallocate assets of the Trust, and prepare appropriate documents, in accordance with investment policies and objectives and other actions approved or taken by the Oversight Committee;

(c) appoint and enter into any agreements with Funding Agents in accordance with investment policies and objectives or any other actions approved or taken by the Oversight Committee and authorize or approve the Funding Agents’ fees and other terms of engagement;

(d) periodically review, evaluate and terminate the Funding Agents;

(e) select and appoint service providers and vendors as it deems necessary or appropriate to facilitate the administration of the Trust and authorize or approve such service providers’ or vendors’ fees and other terms of engagement; and

(f) make and provide any further information pertaining to the Trust as the Oversight Committee may request from time to time.

Section 13.5. Administrative Powers . The Board and each committee shall have the power to take all action and to make all decisions necessary or proper in order to carry out its duties and responsibilities under the Trust, including without limitation, the following:

(a) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Trust;

(b) to delegate in writing such of its responsibilities and authority as in its judgment are necessary or proper to the efficient administration of the Trust; and

(c) to allocate among its members specified fiduciary responsibilities (other than trustee responsibilities as defined in ERISA section 405(c)(3)); any such allocation shall be in writing and shall specify the persons to whom allocation is made and the terms of the allocations, including the nature of the functions allocated.

ARTICLE XIV

Fiduciary Responsibility

Section 14.1. General Standard of Care . Each fiduciary with respect to the Trust shall discharge its duties and exercise its powers and authority specified herein in accordance with the terms hereof, and except as otherwise permitted by law:

(a) solely in the interest of Participants and their Beneficiaries;

(b) for the exclusive purpose of (i) providing benefits to Participants and their Beneficiaries, and (ii) defraying reasonable expenses of administering the Plan and the Trust; and

(c) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Section 14.2. Prohibited Transactions . No fiduciary with respect to the Trust shall permit any transaction, give any instruction, or engage in any conduct or activity prohibited by ERISA section 406. Except as permitted by ERISA section 404(b), no fiduciary may maintain any indicia of ownership of any assets of the Plan outside the jurisdiction of the district courts of the United States.

Section 14.3. Limitation of Liability for Acts of Co-fiduciaries . To the fullest extent permitted by law, no fiduciary with respect to the Trust shall be liable for any breach by any other fiduciary of the general standard of care specified in Section 14.1, unless:

(a) the fiduciary sought to be held liable knowingly participated in or concealed the breach or had knowledge of the breach and failed to make reasonable efforts to remedy it; or

(b) the fiduciary sought to be held liable himself violated the general standard of care in Section 14.1 in appointing or continuing the appointment of, or in allocating duties to, or continuing the allocation of duties to, the breaching fiduciary.

Section 14.4. Fiduciary Liability Limited to that Imposed By ERISA . Notwithstanding any other provision of the Trust, no fiduciary with respect to the Trust shall be liable for any act or failure to act by himself or by another person, except as required by ERISA or as otherwise required by law. The sole purpose of setting forth the general standard of care in Section 14.1, restrictions with respect to prohibited transactions in Section 14.2, and the limitation of liability for acts of co-fiduciaries in Section 14.3 is to inform fiduciaries of the general rules applicable under ERISA, and the sole purpose of setting forth the duties and responsibilities of various persons is to delineate clearly their roles and thereby limit any potential liability under ERISA for situations in which they have no duties or responsibilities. No member of any committee shall be liable to any Participant or to any person claiming rights derived from a Participant or to any Employer by reason of the exercise of his discretion as a member of such committee.

Section 14.5. Indemnification of Fiduciaries . The Board hereby agrees to indemnify each committee and each member thereof, and any other employees who are deemed fiduciaries

hereunder, and to hold them harmless against all liability, joint and several, for their acts, omissions and conduct and for the acts, omissions and conduct of their duly appointed agents made in good faith pursuant to the provisions of the Trust and trust agreement, including any out-of-pocket expenses reasonably incurred in the defense of any claim relating thereto; provided, however , that such party shall not have voluntarily assumed or admitted any obligations or incurred any expense without the prior written consent of the Board. The Board may purchase or cause to be purchased insurance for the benefit of, and/or otherwise provide indemnification for, persons who are fiduciaries with respect to the Trust for expenses and liability arising in appropriate circumstances from their status as such.

Section 14.6. Bonds Not Required . No fiduciary hereunder, nor any employee or agent thereof nor expert retained thereby, shall be required to post any bond for the faithful performance of its duties, except as may be otherwise required by law.

IN WITNESS WHEREOF, the Sponsor and the Trustee have caused this Amendment and Restatement of the Agreement to be executed and attested.

	THE BRINK’S COMPANY

ATTEST:	By:	/s/ Jonathan A. Leon

/s/ Lisa M. Landry	Title:	Treasurer



	BANK OF AMERICA, N.A.

	By:	/s/ Richard J. Hanophy

/s/ Joan Mastrandrea	Title:	Vice President

EXHIBIT A

The following Employers participate in the Trust:

The Pittston Company

Thames Development, Ltd.

Buffalo Mining Company

Clinchfield Coal Company

Eastern Coal Company

Elkay Mining Company

Pittston Coal Group, Inc.

Ranger Fuel Corporation

Sea “B” Mining Company

Dante Coal Company

Jewell Ridge Coal Corporation

Kentland-Elkhorn Coal Corporation

Little Buck Coal Company

Meadow River Coal Company

Exhibit A - 1

EXHIBIT B

Pittston Coal Group Companies Benefit Plan for UMWA Represented Employees

UMWA Combined Benefit Fund Plan

1992 UMWA Benefit Plan

Exhibit B - 1

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, 2013 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 24, 2013

	/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, 2013 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 24, 2013

	/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, 2013 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 24, 2013

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, 2013 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 24, 2013