UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

¨    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   ý 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   ý   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   ý   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   ý
As of April 28, 2016 , 49,327,547 shares of $1 par value common stock were outstanding.

1


Part I - Financial Information
Item 1.  Financial Statements
THE BRINK’S COMPANY
and subsidiaries

Consolidated Balance Sheets
(Unaudited)
(In millions)
March 31, 2016
 
December 31, 2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
186.8

 
198.3

Accounts receivable, net
503.1

 
478.1

Prepaid expenses and other
125.3

 
101.3

Total current assets
815.2

 
777.7

 
 
 
 
Property and equipment, net
552.0

 
549.0

Goodwill
192.8

 
185.3

Other intangibles
29.3

 
28.5

Deferred income taxes
327.7

 
329.8

Other
72.8

 
76.4

 
 
 
 
Total assets
$
1,989.8

 
1,946.7

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

 
 
 
 
Current liabilities:
 

 
 

Short-term borrowings
$
50.7

 
29.1

Current maturities of long-term debt
39.0

 
43.3

Accounts payable
133.0

 
155.3

Accrued liabilities
397.9

 
414.1

Total current liabilities
620.6

 
641.8

 
 
 
 
Long-term debt
404.9

 
358.1

Accrued pension costs
217.5

 
219.4

Retirement benefits other than pensions
258.7

 
259.2

Deferred income taxes
8.1

 
8.1

Other
130.0

 
129.5

Total liabilities
1,639.8

 
1,616.1

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


 


 
 
 
 
Equity:
 

 
 

The Brink's Company ("Brink's") shareholders:
 

 
 

Common stock
49.2

 
48.9

Capital in excess of par value
599.0

 
599.6

Retained earnings
553.4

 
561.3

Accumulated other comprehensive loss
(867.5
)
 
(891.9
)
Brink’s shareholders
334.1

 
317.9

 
 
 
 
Noncontrolling interests
15.9

 
12.7

 
 
 
 
Total equity
350.0

 
330.6

 
 
 
 
Total liabilities and equity
$
1,989.8

 
1,946.7

See accompanying notes to consolidated financial statements.

2


THE BRINK’S COMPANY
and subsidiaries
 
Consolidated Statements of Operations
(Unaudited)
 
Three Months 
 Ended March 31,
(In millions, except for per share amounts)
2016
 
2015
 
 
 
 
Revenues
$
721.8

 
776.1

 
 
 
 
Costs and expenses:
 
 
 
Cost of revenues
597.0

 
629.1

Selling, general and administrative expenses
110.3

 
112.3

Total costs and expenses
707.3

 
741.4

Other operating expense
(0.7
)
 
(21.8
)
 
 
 
 
Operating profit
13.8

 
12.9

 
 
 
 
Interest expense
(4.9
)
 
(4.9
)
Interest and other income
—

 
0.4

Income from continuing operations before tax
8.9

 
8.4

Provision for income taxes
9.4

 
15.5

 
 
 
 
Loss from continuing operations
(0.5
)
 
(7.1
)
 
 
 
 
Loss from discontinued operations, net of tax
—

 
(2.4
)
 
 
 
 
Net loss
(0.5
)
 
(9.5
)
Less net income (loss) attributable to noncontrolling interests
2.6

 
(6.5
)
 
 
 
 
Net loss attributable to Brink’s
(3.1
)
 
(3.0
)
 
 
 
 
Amounts attributable to Brink’s
 
 
 
Continuing operations
(3.1
)
 
(0.6
)
Discontinued operations
—

 
(2.4
)
 
 
 
 
Net loss attributable to Brink’s
$
(3.1
)
 
(3.0
)
 
 
 
 
Loss per share attributable to Brink’s common shareholders (a) :
 
 
 
Basic:
 
 
 
Continuing operations
$
(0.06
)
 
(0.01
)
Discontinued operations
—

 
(0.05
)
Net loss
$
(0.06
)
 
(0.06
)
 
 
 
 
Diluted:
 
 
 
Continuing operations
$
(0.06
)
 
(0.01
)
Discontinued operations
—

 
(0.05
)
Net loss
$
(0.06
)
 
(0.06
)
 
 
 
 
Weighted-average shares
 
 
 
Basic
49.5

 
49.1

Diluted
49.5

 
49.1

 
 
 
 
Cash dividends paid per common share
$
0.10

 
0.10

(a)   Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.


3


THE BRINK’S COMPANY
and subsidiaries
 
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
 
 
 
 
Net loss
$
(0.5
)
 
(9.5
)
 
 
 
 
Benefit plan adjustments:
 

 
 

Benefit plan experience gains
11.7

 
14.2

Benefit plan prior service cost
(0.4
)
 
(3.0
)
Total benefit plan adjustments
11.3

 
11.2

 
 
 
 
Foreign currency translation adjustments
17.8

 
(50.4
)
Unrealized net gains on available-for-sale securities
0.2

 
—

Losses on cash flow hedges
(0.3
)
 
—

Other comprehensive income (loss) before tax
29.0

 
(39.2
)
Provision for income taxes
3.8

 
4.0

 
 
 
 
Other comprehensive income (loss)
25.2

 
(43.2
)
 
 
 
 
Comprehensive income (loss)
24.7

 
(52.7
)
Less comprehensive income (loss) attributable to noncontrolling interests
3.4

 
(7.9
)
 
 
 
 
Comprehensive income (loss) attributable to Brink's
$
21.3

 
(44.8
)
See accompanying notes to consolidated financial statements.


4


THE BRINK’S COMPANY
and subsidiaries
 
Consolidated Statement of Equity

Three Months ended March 31, 2016
(Unaudited)
 
Attributable to Brink’s
 
 
 
 
(In millions)
Shares
 
Common
Stock
 
Capital
in Excess
of Par
Value
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Attributable
to
Noncontrolling
Interests
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2015
48.9

 
$
48.9

 
599.6

 
561.3

 
(891.9
)
 
12.7

 
330.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
—

 
—

 
—

 
(3.1
)
 
—

 
2.6

 
(0.5
)
Other comprehensive income
—

 
—

 
—

 
—

 
24.4

 
0.8

 
25.2

Dividends to:
 

 
 

 
 

 
 

 
 

 
 

 
 

Brink’s common shareholders ($0.10 per share)
—

 
—

 
—

 
(4.9
)
 
—

 
—

 
(4.9
)
Noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(0.2
)
 
(0.2
)
Share-based compensation:
 

 
 

 
 

 
 

 
 

 
 

 
 

Stock awards and options:
 

 
 

 
 

 
 

 
 

 
 

 
 

Compensation expense
—

 
—

 
2.8

 
—

 
—

 
—

 
2.8

Consideration from exercise of stock options
—

 
—

 
0.1

 
—

 
—

 
—

 
0.1

Other share-based benefit programs
0.3

 
0.3

 
(3.5
)
 
0.1

 
—

 
—

 
(3.1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2016
49.2

 
$
49.2

 
599.0

 
553.4

 
(867.5
)
 
15.9

 
350.0

See accompanying notes to consolidated financial statements
 

5


THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
Cash flows from operating activities:
 
 
 
Net loss
$
(0.5
)
 
(9.5
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Loss from discontinued operations, net of tax
—

 
2.4

Depreciation and amortization
32.2

 
36.7

Share-based compensation expense
2.8

 
5.2

Deferred income taxes
—

 
(4.6
)
Gains and losses:
 
 
 
Property and other assets
—

 
(0.2
)
Business acquisitions and dispositions
(0.1
)
 
—

Other impairment losses
0.5

 
1.1

Retirement benefit funding (more) less than expense:
 
 
 
Pension
3.2

 
(0.7
)
Other than pension
3.2

 
2.4

Remeasurement losses due to Venezuela currency devaluation
2.8

 
18.0

Other operating
(0.6
)
 
0.9

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable and income taxes receivable
(24.2
)
 
(16.8
)
Accounts payable, income taxes payable and accrued liabilities
(27.5
)
 
(47.7
)
Customer obligations
(18.5
)
 
1.5

Prepaid and other current assets
(13.3
)
 
(14.8
)
Other
2.2

 
4.7

Discontinued operations
—

 
(2.0
)
Net cash used by operating activities
(37.8
)
 
(23.4
)
 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(20.8
)
 
(14.3
)
Available-for-sale securities:
 
 
 
Purchases
(5.8
)
 
(0.1
)
Sales
2.3

 
3.5

Cash proceeds from sale of property, equipment and investments
0.2

 
0.2

Other
—

 
1.4

Discontinued operations
—

 
1.9

Net cash used by investing activities
(24.1
)
 
(7.4
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Borrowings (repayments) of debt:
 

 
 

Short-term debt
20.5

 
(6.6
)
Long-term revolving credit facilities:
 
 
 
Borrowings
187.6

 
177.9

Repayments
(136.8
)
 
(187.7
)
Other long-term debt:
 

 
 

Borrowings
1.6

 
82.0

Repayments
(16.0
)
 
(17.9
)
Debt financing costs
—

 
(1.9
)
Dividends to:
 

 
 

Shareholders of Brink’s
(4.9
)
 
(4.9
)
Noncontrolling interests in subsidiaries
(0.2
)
 
(0.2
)
Proceeds from exercise of stock options
0.1

 
0.1

Minimum tax withholdings associated with share-based compensation
(4.2
)
 
(0.3
)
Other
0.8

 
0.1

Net cash provided by financing activities
48.5

 
40.6

Effect of exchange rate changes on cash
1.9

 
(17.2
)
Cash and cash equivalents:
 

 
 

Decrease
(11.5
)
 
(7.4
)
Balance at beginning of period
198.3

 
176.2

Balance at end of period
$
186.8

 
168.8

See accompanying notes to consolidated financial statements

6


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 nine operating segments:
•
Each of the five countries within Largest 5 Markets (U.S., France, Mexico, Brazil and Canada)
•
Each of the three regions within Global Markets (Latin America, Europe, Middle East and Africa ("EMEA") and Asia)
•
Payment Services

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, 2015 .

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, business divestitures and deferred tax assets.

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

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 an officially reported three -year cumulative inflation rate of more than 100% are considered highly inflationary.

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

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

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

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

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

7


Remeasurement rates during 2015 . In March 2014, the government initiated an exchange mechanism known as SICAD II with conversions subject to specific eligibility requirements.  Transactions were reported in a range of 49 to 52 bolivars to the U.S. dollar.  From March 2014 through December 31, 2014, we received approval to obtain a total of $1.2 million (at a weighted average exchange rate of 51 bolivars to the dollar) through the SICAD II mechanism. Through February 11, 2015, we used the SICAD II rates to remeasure our bolivar-denominated monetary assets and liabilities into U.S. dollars and to translate our revenue and expenses.  Effective February 12, 2015, the government replaced the SICAD II process with a new process, known locally as SIMADI and we began to use the SIMADI rate to remeasure bolivar-denominated monetary assets and liabilities and to translate our revenue and expenses. As a result, we recognized an $18.0 million net remeasurement loss in the first quarter of 2015. The after-tax effect of this loss attributable to noncontrolling interests was $5.6 million for the first quarter of 2015. The SIMADI rates published from mid-February 2015 through the end of 2015 ranged from 170 to 200 bolivars to the U.S. dollar. We received only minimal U.S. dollars through this exchange mechanism.

Remeasurement rates during 2016 .   In the first quarter of 2016, the Venezuelan government announced that they would replace the SIMADI exchange mechanism with the DICOM exchange mechanism and would allow the DICOM exchange mechanism rate to float freely. The DICOM rate at March 31, 2016 was 273 bolivars to the dollar. We recognized a $2.8 million net remeasurement loss in the first three months of 2016 .  However, the after-tax effect in the current period was income attributable to noncontrolling interest of $0.5 million .

Remeasuring our Venezuelan results using the respective DICOM or SIMADI rates has had the following effects on our reported results:

•
Brink’s Venezuela became a much smaller component of Brink’s consolidated revenues and operating profit.
•
Brink’s Venezuela’s profit margin percentage declined as the historical U.S. dollar non-monetary assets were not remeasured to a lower U.S. dollar basis but instead retained a historical higher basis which was used for depreciation and other expense attribution. Our non-monetary assets were $15.3 million at March 31, 2016 , and $13.5 million at December 31, 2015 .
•
Our investment in our Venezuelan operations on an equity-method basis declined.  Our investment was $24.5 million at March 31, 2016 , which included $15.1 million in net payables to other Brink's affiliates and $26.0 million at December 31, 2015 , which included $18.7 million in net payables to other Brink's affiliates.
•
Our bolivar-denominated monetary net assets included in our consolidated balance sheets declined.  Our bolivar-denominated net monetary assets were $4.2 million (including $10.1 million of cash and cash equivalents) at March 31, 2016 versus $9.5 million (including $6.2 million of cash and cash equivalents) at December 31, 2015 .
•
Accumulated other comprehensive losses attributable to Brink’s shareholders related to Brink’s Venezuela were $112.9 million at March 31, 2016 and $113.0 million at December 31, 2015 .

Impairment of Long-lived Assets in Venezuela
During the second quarter of 2015, Brink's elected to evaluate and pursue strategic options for the Venezuelan business. Our consideration of these strategic options is ongoing and, during the second quarter of 2015, required us to perform an impairment review of the carrying values of our Venezuelan long-lived assets in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Property, Plant and Equipment . Our asset impairment analysis included management's best estimate of associated cash flows relating to the long-lived assets and included fair value assumptions that reflect conditions that exist in a volatile economic environment. Future events or actions relative to our Venezuelan business may result in further adjustments.

As a result of our impairment analysis, we recognized a $34.5 million impairment charge in the second quarter of 2015. We recognized an additional $0.8 million in impairment charges in the third quarter of 2015. After these impairment charges, the carrying value of the long-lived assets of our Venezuelan operations is $6.5 million at March 31, 2016 .  We have not reclassified any of the $112.9 million of accumulated other comprehensive losses attributable to Brink’s shareholders related to Brink’s Venezuela into earnings.

Ireland
Effective March 1, 2016, results from Ireland are excluded from the non-GAAP results due to the company's decision to exit the majority of its operations in the country, which had revenue of approximately $15 million in 2015. Charges excluded from non-GAAP results include $4.2 million in severance costs and an additional $1.7 million in operating and other exit costs. Brink's expects to recognize additional operating and disposition-related costs of approximately $5 million to $10 million later this year. International shipments to and from Ireland will continue to be provided through Brink’s Global Services.

Argentina
We use the official exchange rate to translate the Brink's Argentina balance sheet and income statement. At March 31, 2016 , the official exchange rate was 14.7 local pesos to the U.S. dollar.

The government in Argentina had previously imposed limits on the exchange of Argentine pesos into U.S. dollars. As a result, we elected in the past and may continue in the future to repatriate cash from Argentina using markets to convert Argentine pesos into U.S. dollars if U.S. dollars are not readily available. Prior to the December 2015 devaluation of the Argentine peso, we converted Argentine pesos into U.S. dollars at rates approximately 30% to 40% less favorable than the rates at which we translated the financial statements of our subsidiary in Argentina. However, after the December 2015 devaluation of the Argentine peso, the market rates used to convert Argentine pesos into U.S. dollars have been similar to the rates at which we translate the financial statements of our subsidiary in Argentina. See note 10 Supplemental cash flow information for more information.


8


In the first three months of 2016 , we recognized $0.1 million in losses from converting Argentine pesos into U.S. dollars. We did not convert any Argentine pesos to dollars in the first three months of 2015 . These conversion losses are classified in the income statement as other operating income (expense). At March 31, 2016 , we had cash and short term investments denominated in Argentine pesos of $9.7 million .

New Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts with Customers, a new standard related to revenue recognition which requires an entity to recognize an amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The new standard will replace most of the existing revenue recognition standards in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of this new standard to January 1, 2018. The new standard can be applied retrospectively to each reporting period presented or retrospectively with the cumulative effect of the change recognized at the date of the initial application in retained earnings. We are assessing the potential impact of this new standard on financial reporting and have not yet selected a transition method.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which will require the recognition of assets and liabilities by lessees for certain leases classified as operating leases under current accounting guidance. The new standard also requires expanded disclosures regarding leasing activities. ASU 2016-02 will be effective January 1, 2019 and we are currently assessing the potential impact of the standard on financial reporting.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which will simplify how certain features related to share-based payments are accounted for and presented in the financial statements. The new standard is effective January 1, 2017 with early adoption permitted in any interim or annual period. We are assessing the potential impact of this new standard on financial reporting.


9


Note 2 - Segment information

The Brink’s Company offers transportation and logistics management services for cash and valuables throughout the world.  These services include:
•
Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
•
ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
•
Global Services – secure international transportation of valuables
•
Cash Management Services
◦
Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
◦
Safe and safe control device installation and servicing (including our patented CompuSafe ® service)
◦
Check and cash processing services for banking customers (“Virtual Vault Services”)
◦
Check imaging services for banking customers
•
Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated payment locations in Latin America and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.
•
Guarding Services – protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions.  Our CODM is our President and Chief Executive Officer.  Our CODM evaluates performance and allocates resources to each operating segment based on operating profit or loss, excluding income and expenses not allocated to segments.

We have nine operating segments:
•
Each of the five countries within Largest 5 Markets (U.S., France, Mexico, Brazil and Canada)
•
Each of the three regions within Global Markets (Latin America, EMEA and Asia)
•
Payment Services

10


The following table summarizes our revenues and operating profit for each of our reportable segments:
 
Revenues
 
Operating Profit
 
Three Months Ended March 31,
 
Three Months Ended March 31,
(In millions)
2016
 
2015
 
2016
 
2015
Reportable Segments:
 
 
 
 
 
 
 
U.S.
$
178.8

 
183.6

 
$
(2.2
)
 
8.3

France
104.8

 
105.7

 
4.5

 
4.1

Mexico
74.9

 
85.7

 
3.2

 
7.9

Brazil
60.0

 
73.8

 
6.1

 
6.1

Canada
35.9

 
38.8

 
1.8

 
1.7

Largest 5 Markets
454.4

 
487.6

 
13.4

 
28.1

Latin America
79.2

 
90.8

 
17.5

 
16.5

EMEA
95.4

 
115.7

 
6.9

 
8.2

Asia
39.0

 
38.7

 
6.4

 
6.5

Global Markets
213.6

 
245.2

 
30.8

 
31.2

Payment Services
20.9

 
22.8

 
—

 
0.5

Total reportable segments
688.9

 
755.6

 
44.2

 
59.8

 
 
 
 
 
 
 
 
Reconciling Items:
 
 
 
 
 
 
 
Corporate expenses:
 
 
 
 
 
 
 
General, administrative and other expenses
—

 
—

 
(17.6
)
 
(17.6
)
Foreign currency transaction gains (losses)
—

 
—

 
1.3

 
(4.8
)
Reconciliation of segment policies to GAAP
—

 
—

 
3.2

 
3.2

Other items not allocated to segments:
 
 
 
 
 
 
 
Venezuela operations
32.1

 
20.5

 
1.8

 
(17.9
)
Reorganization and Restructuring
—

 
—

 
(6.0
)
 
(1.5
)
U.S. and Mexican retirement plans
—

 
—

 
(7.3
)
 
(8.3
)
Acquisitions and dispositions
0.8

 
—

 
(5.8
)
 
—

Total
$
721.8

 
776.1

 
$
13.8

 
12.9


See "Other Items Not Allocated to Segment" on pages 28-29 to the consolidated financial statements for explanations of each of the other items not allocated to segments.


11


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)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
—

 
—

 
2.8

 
2.9

 
2.8

 
2.9

Interest cost on projected benefit obligation
9.2

 
9.0

 
3.4

 
3.2

 
12.6

 
12.2

Return on assets – expected
(13.7
)
 
(13.7
)
 
(2.3
)
 
(2.4
)
 
(16.0
)
 
(16.1
)
Amortization of losses
6.1

 
7.8

 
1.2

 
1.3

 
7.3

 
9.1

Settlement loss
—

 
—

 
0.8

 
2.3

 
0.8

 
2.3

Net periodic pension cost
$
1.6

 
3.1

 
5.9

 
7.3

 
7.5

 
10.4

 
 
 
 
 
 
 
 
 
 
 
 
Included in:
 

 
 

 
 

 
 

 
 

 
 

Continuing operations
$
1.6

 
3.1

 
5.9

 
6.2

 
7.5

 
9.3

Discontinued operations
—

 
—

 
—

 
1.1

 
—

 
1.1

Net periodic pension cost
$
1.6

 
3.1

 
5.9

 
7.3

 
7.5

 
10.4

We did not make cash contributions to the primary U.S. pension plan in 2015.  Based on current assumptions, as described in our Annual Report on Form 10-K for the year ended December 31, 2015 , we do not expect to make any additional contributions to the primary U.S. pension plan until 2020.

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)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest cost on accumulated postretirement benefit obligations
$
4.6

 
4.5

 
0.6

 
0.7

 
5.2

 
5.2

Return on assets – expected
(4.4
)
 
(5.2
)
 
—

 
—

 
(4.4
)
 
(5.2
)
Amortization of losses
4.3

 
4.3

 
0.5

 
0.7

 
4.8

 
5.0

Amortization of prior service (credit) cost
(1.1
)
 
(1.2
)
 
0.5

 
0.5

 
(0.6
)
 
(0.7
)
Net periodic postretirement cost
$
3.4

 
2.4

 
1.6

 
1.9

 
5.0

 
4.3


12


Note 4 - Income taxes

Three Months Ended March 31,
 
2016
 
2015
Continuing operations
 
 
 
Provision for income taxes (in millions)
$
9.4

 
15.5

Effective tax rate
105.6
%
 
184.5
%

2016 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant costs related to the winding down of operations in the Republic of Ireland, for which no tax benefit can be recorded, and the nondeductible expenses resulting from the currency devaluation in Venezuela in the first quarter.
Excluding those items, our effective tax rate on continuing operations in the first three months of 2016 is 54% .  The rate is higher than 35% primarily due to the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on undistributed earnings and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings.

2015 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2015 was higher than the 35% U.S. statutory tax rate, primarily due to the significant nondeductible expenses resulting from the currency devaluation in Venezuela in the first quarter. 

Excluding the Venezuela nondeductible expenses and the associated tax implications, our effective tax rate on continuing operations in the first three months of 2015 was 54% . The rate was higher than 35% primarily due to higher tax expense resulting from cross border payments, nondeductible expenses in Mexico and the characterization of a French business tax as an income tax, partially offset by lower taxes resulting from the geographical mix of earnings.
 

13


Note 5 - Accumulated other comprehensive income (loss)

Other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive loss into earnings, was as follows:
 
Amounts Arising During
the Current Period
 
Amounts Reclassified to
Net Income (Loss)
 
 
(In millions)
Pretax
 
Income
Tax
 
Pretax
 
Income
Tax
 
Total Other
Comprehensive
Income (Loss)
Three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 
 
 
 
 
 
 
 
 
Benefit plan adjustments
$
(1.1
)
 
0.3

 
12.3

 
(4.2
)
 
7.3

Foreign currency translation adjustments
17.1

 
—

 
—

 
—

 
17.1

Unrealized gains (losses) on available-for-sale securities
0.2

 
—

 
—

 
—

 
0.2

Gains (losses) on cash flow hedges
(1.0
)
 
0.1

 
0.7

 
—

 
(0.2
)
 
15.2

 
0.4

 
13.0

 
(4.2
)
 
24.4

 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.1

 
—

 
0.1

Foreign currency translation adjustments
0.7

 
—

 
—

 
—

 
0.7

 
0.7

 
—

 
0.1

 
—

 
0.8

 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(1.1
)
 
0.3

 
12.4

 
(4.2
)
 
7.4

Foreign currency translation adjustments
17.8

 
—

 
—

 
—

 
17.8

Unrealized gains (losses) on available-for-sale securities (b)
0.2

 
—

 
—

 
—

 
0.2

Gains (losses) on cash flow hedges (c)
(1.0
)
 
0.1

 
0.7

 
—

 
(0.2
)
 
$
15.9

 
0.4

 
13.1

 
(4.2
)
 
25.2

 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2015
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
$
(4.6
)
 
1.2

 
15.7

 
(5.2
)
 
7.1

Foreign currency translation adjustments
(48.9
)
 
—

 
—

 
—

 
(48.9
)
Gains (losses) on cash flow hedges
2.1

 
—

 
(2.1
)
 
—

 
—

 
(51.4
)
 
1.2

 
13.6

 
(5.2
)
 
(41.8
)
 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.1

 
—

 
0.1

Foreign currency translation adjustments
(1.5
)
 
—

 
—

 
—

 
(1.5
)
 
(1.5
)
 
—

 
0.1

 
—

 
(1.4
)
 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(4.6
)
 
1.2

 
15.8

 
(5.2
)
 
7.2

Foreign currency translation adjustments
(50.4
)
 
—

 
—

 
—

 
(50.4
)
Gains (losses) on cash flow hedges (c)
2.1

 
—

 
(2.1
)
 
—

 
—

 
$
(52.9
)
 
1.2

 
13.7

 
(5.2
)
 
(43.2
)
(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 Ended March 31,
(In millions)
2016
 
2015
Total net periodic retirement benefit cost included in:
 
 
 
Cost of revenues
$
10.4

 
9.9

Selling, general and administrative expenses
2.1

 
3.7


(b)
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).
(c)
Pretax gains and losses on cash flow hedges are classified in the income statement as:
•
other operating income (expense) ( $0.6 million of losses in the three months ended March 31, 2016 and $2.3 million of gains in the three months ended March 31, 2015 )
•
interest and other income (expense) ( $0.1 million of losses in the three months ended March 31, 2016 and $0.2 million of losses in the three months ended March 31, 2015 ).

14



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

(In millions)
Benefit Plan Adjustments
 
Foreign Currency Translation Adjustments
 
Unrealized Gains (Losses) on Available-for-Sale Securities
 
Gains (Losses) on Cash Flow Hedges
 
Total
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2015
$
(570.5
)
 
(322.6
)
 
1.1

 
0.1

 
(891.9
)
Other comprehensive income (loss) before reclassifications
(0.8
)
 
17.1

 
0.2

 
(0.9
)
 
15.6

Amounts reclassified from accumulated other comprehensive loss
8.1

 
—

 
—

 
0.7

 
8.8

Other comprehensive income (loss) attributable to Brink's
7.3

 
17.1

 
0.2

 
(0.2
)
 
24.4

Balance as of March 31, 2016
$
(563.2
)
 
(305.5
)
 
1.3

 
(0.1
)
 
(867.5
)


Note 6 - Fair value of financial instruments

Fixed-Rate Debt
The fair value and carrying value of our fixed-rate debt are as follows:
(In millions)
March 31, 2016
 
December 31, 2015
 
 
 
 
Unsecured notes issued in a private placement
 
 
 
Carrying value
$
85.7

 
92.9

Fair value
88.5

 
95.7


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 three months of 2016 .

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

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.  At March 31, 2016 , the notional value of our shorter term outstanding foreign currency forward and swap contracts was $54.6 million and generally have average maturities of approximately one month.  These shorter term foreign currency forward and swap contracts primarily offset exposures in the British pound, the euro and the Mexican peso and are not designated as hedges for accounting purposes. The fair values of these currency contracts are determined using Level 2 valuation techniques and are based on the present value of net future cash payments and receipts.  At March 31, 2016 , the fair value of these shorter term foreign currency contracts was not significant.

In 2013, we entered into a longer term cross-currency swap to hedge against the change in value of a long-term intercompany loan denominated in Brazilian real.  This longer term contract is designated as a cash flow hedge for accounting purposes. At March 31, 2016 , the notional value of this contract was $12.7 million with a weighted average maturity of 1.0 year . The fair value of the cross-currency swap is determined using Level 2 valuation techniques and is based on the present value of net future cash payments and receipts.  At March 31, 2016 , the fair value of this longer term contract was a net asset of $5.7 million , of which $2.6 million is included in prepaid expenses and other and $3.1 million is included in other assets on the consolidated balances sheet.  

We entered into an interest rate swap contract in the first quarter of 2016 to hedge cash flow risk associated with changes in variable interest rates. The fair value of this interest rate swap at March 31, 2016 was a net liability of $0.4 million .

There were no transfers in or out of any of the levels of the valuation hierarchy in the first three months of 2016 .


15


Note 7 - Share-based compensation plans

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

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

We have granted deferred stock units to directors through the Non-Employee Directors’ Equity Plan.  Share-based awards were granted to directors and remain outstanding under the Non-Employee Directors’ Stock Option Plan and the Directors’ Stock Accumulation Plan, both of which have expired.

Outstanding awards at March 31, 2016 include performance share units, market share units, restricted stock units, deferred stock units and stock options.

Compensation Expense
Compensation expense is measured using the fair-value-based method.  For employee and director awards considered equity grants, compensation expense is recognized from the grant date to the earlier of the retirement-eligible date or the vesting date.

In February 2016, the Compensation and Benefits Committee of the Board of Directors modified the terms of performance share units originally awarded or granted in 2013, 2014 and 2015 to reflect the impact of removing Venezuela operations from the Company’s segment results beginning in 2015. For each of the affected performance share units, consolidated results for 2015 and each subsequent year within the respective performance period was or will be adjusted to reflect Venezuela results at the amount originally projected in the applicable performance target. No incremental compensation cost associated with the modification is expected to be recognized as the modified goal is expected to be more difficult to achieve and, in accordance with FASB ASC Topic 718, Compensation - Stock Compensation , we continue to recognize expense as calculated using the original performance goal.

Compensation expense are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the share-based awards were as follows:
 
Compensation Expense
 
Three Months Ended March 31,
(in millions)
2016
 
2015
 
 
 
 
Performance Share Units
$
1.3

 
2.5

Market Share Units
0.2

 
1.6

Restricted Stock Units
1.1

 
1.0

Deferred Stock Units
0.2

 
0.1

Share-based payment expense
2.8

 
5.2

Income tax benefit
(1.0
)
 
(1.8
)
Share-based payment expense, net of tax
$
1.8

 
3.4

Restricted Stock Units (“RSUs”)
We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

The following table summarizes RSU activity during the first three months of 2016 : 
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
273.0

 
$
26.16

Granted
130.2

 
28.38

Forfeited
(8.8
)
 
25.42

Vested
(60.1
)
 
26.46

Nonvested balance as of March 31, 2016
334.3

 
$
26.99


16


Performance Share Units ("PSUs”)
In 2016, we granted Internal Metric PSUs ("IM PSUs") as well as Total Shareholder Return PSUs ("TSR PSUs").
 
IM PSUs contain solely a performance condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the IM PSUs granted in 2016, the performance period is from January 1, 2016 to December 31, 2017, with an additional year of service required.

TSR PSUs contain solely a market condition. We measure the fair value of these PSUs at the grant date using a Monte Carlo simulation model.  The following table provides the terms and the weighted average assumptions used in the valuation of the TSR PSUs:

Terms and Assumptions Used to Estimate Fair Value of TSR PSUs
TSR PSUs Granted in the
First Three Months of 2016
Date of Measurement
February 24, 2016 (a)
 
 
Terms of awards:
 
Performance period
Jan. 1, 2016 to
 
Dec. 31, 2018
Beginning average price of Brink’s common stock
$
29.79

 
 

Assumptions used to estimate fair value:
 

Expected dividend yield (b)
0
%
Expected stock price volatility
29
%
Risk-free interest rate
0.9
%
Contractual term in years
2.9

 
 

Weighted-average fair value estimate per share
$
33.58

(a)
Represents the accounting grant date that awards granted to employee.
(b)
TSR PSUs are not entitled to dividends during the performance period.


The following table summarizes all PSU activity during the first three months of 2016 :
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
503.4

 
$
25.93

Granted
166.5

 
29.22

Forfeited
(9.4
)
 
27.19

Vested (a)
(162.9
)
 
23.73

Nonvested balance as of March 31, 2016
497.6

 
$
27.73

(a)
The vested PSUs presented are based on the target amount of the award. Pursuant to the actual performance for the period ended December 31, 2015, the actual shares earned and distributed were 277.1 , representing 171% of target or, for a smaller award, 125% of target.
Market Share Units ("MSUs”)
The following table summarizes all MSU activity during the first three months of 2016 : 
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
258.8

 
$
27.40

Granted
—

 
—

Forfeited
—

 
—

Vested (a)
(84.3
)
 
27.30

Nonvested balance as of March 31, 2016
174.5

 
$
27.45

(a)
The vested MSUs presented are based on the target amount of the award. Pursuant to the actual performance for the period ended December 31, 2015, the actual shares earned and distributed were 91.1 , or 108% of target. No additional compensation expense was required, as the market condition was included in the $27.30 grant date fair value.
Deferred Stock Units ("DSUs")
We measure the fair value of DSUs at the grant date, based on the price of Brink's stock.

In 2015, our independent directors received grants of DSUs that vest and will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs are forfeited if a director leaves before the vesting date. However, in connection with the retirement of two directors in January 2016, our board of directors waived the

17


one -year vesting provision for those DSUs granted in 2015. The impact of this modification was recorded in the first quarter of 2016 and was not significant.

DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.

The following table summarizes all DSU activity during the first three months of 2016 :
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
21.4

 
$
32.79

Granted
—

 
—

Forfeited
—

 
—

Vested
(6.1
)
 
29.05

Nonvested balance as of March 31, 2016
15.3

 
$
32.79



Note 8 - Shares used to calculate earnings per share
 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
 
 
 
 
Weighted-average shares:
 
 
 
Basic (a)
49.5

 
49.1

Effect of dilutive stock awards and options
—

 
—

Diluted
49.5

 
49.1

 
 
 
 
Antidilutive stock awards and options excluded from denominator
1.5

 
1.4


(a)
We have deferred compensation plans for directors and certain of our employees.  For participants electing to defer compensation into common stock units, amounts owed to participants will be paid out in shares of Brink's common stock.  Each unit represents one share of common stock.  The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans.  Accordingly, included in basic shares are 0.5 million in the three months ended March 31, 2016 , and 0.5 million in the three months ended March 31, 2015 .

18


Note 9 - Loss from discontinued operations

 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
Loss from operations (a)(b)
$
—

 
(2.4
)
Loss on sale (a)
—

 
(0.7
)
Adjustments to contingencies of former operations (c) :
 

 
 

Other
—

 
(0.1
)
Loss from discontinued operations before income taxes
—

 
(3.2
)
Provision (benefit) for income taxes
—

 
(0.8
)
Loss from discontinued operations, net of tax
$
—

 
(2.4
)

(a)
Discontinued operations include gains and losses related to businesses that we recently sold.  No interest expense was included in discontinued operations in the first three months of 2015.
(b)
The loss from operations in the first three months of 2015 included $1.0 million in pension settlement charges related to the Mexican parcel delivery service sold in February 2015.
(c)
Primarily related to former businesses previously exited.

Operations sold classified as discontinued operations:
•
In February 2015, we sold a small Mexican parcel delivery business which met the criteria for classification as a discontinued operation as of December 31, 2014.

Other divestitures not classified as discontinued operations:
•
We sold an Irish guarding operation in November 2015.
•
We sold our 70% ownership interest in a Russian cash management business in November 2015 and recognized a $5.9 million loss on the disposition in the fourth quarter of 2015. A significant part of the loss ( $5.0 million ) represented the reclassification of foreign currency adjustments from accumulated other comprehensive loss into earnings.

Revenues and income (loss) from operations before tax were not significant for the Irish guarding business or the Russian cash management business.

Note 10 - Supplemental cash flow information
 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
Cash paid for:
 
 
 
Interest
$
5.6

 
5.6

Income taxes, net
14.4

 
11.4


Argentina Debt Security Transactions
We have elected in the past and could continue in the future to repatriate cash from Brink’s Argentina using different means to convert Argentine pesos into U.S. dollars. In the first three months of 2016 , cash outflows from the purchase of debt securities totaled $2.1 million and cash inflows from the sale of these securities totaled $2.0 million . In the first three months of 2015 , we did not convert any Argentine pesos to U.S. dollars using these debt security transactions. The net cash flows from these transactions are treated as operating cash flows as the debt securities are purchased specifically for resale and are generally sold within a short period of time from the date of purchase.

Non-cash Investing and Financing Activities
We acquired $3.9 million in armored vehicles and other equipment under capital lease arrangements in the first three months of 2016 compared to $1.1 million in armored vehicles and point of sale equipment acquired under capital lease arrangements in the first three months of 2015 .


19


Note 11 - Contingent matters

On June 19, 2008, a lawsuit captioned Del Valle Gurria S.C. v. Servicio Pan Americano de Protección, S.A. de C.V. was filed with the Twenty-third Civil Judge in the Federal District in Mexico (the “Court”) against Servicio Pan American de Proteccion, S.A. de C.V. (SERPAPROSA), the Mexico subsidiary that we acquired in November 2010. The plaintiff claims it is owed legal fees and corresponding value-added tax (VAT), interest and expenses related to its legal representation of SERPAPROSA in connection with tax audits covering the 1991, 1992 and 1994 fiscal years.  On October 28, 2010, the Court issued a decision in favor of SERPAPROSA in part and the plaintiff in part, ordering SERPAPROSA to pay the plaintiff less than $1 million for its previous representation of SERPAPROSA. Between November 2010 and October 2013, the judgment was subject to multiple appeals by both parties to the Fifth Civil Court of Appeal of the Federal District in Mexico (the “Fifth Civil Court of Appeal”) and to the First Civil Collegiate Tribunal of the First Circuit in Mexico (the “First Civil Collegiate Tribunal”), and was remanded twice to the Court for determination of the fees to be paid to the plaintiff. On December 6, 2013, the Fifth Civil Court of Appeal issued a decision in favor of the plaintiff, modifying the lower court’s ruling and ordering SERPAPROSA to pay the plaintiff approximately $7 million plus VAT and interest for its previous representation of SERPAPROSA. SERPAPROSA filed a constitutional injunction on January 20, 2014 with the First Civil Collegiate Tribunal. The appeal was granted in favor of SERPAPROSA on September 17, 2014, ordering SERPAPROSA to pay approximately $2 million plus VAT and interest. The plaintiff filed an appeal on October 7, 2014, with the Mexico Supreme Court, which was rejected by the court on October 22, 2014. The plaintiff filed two subsequent actions appealing the Supreme Court’s October 22, 2014 decision, one before the First Appellate Court in Civil Matters of the First Circuit (the “Appellate Court”) and one with the Mexico Supreme Court. The action filed before the Appellate Court was rejected on February 16, 2015; the action filed with the Mexico Supreme Court is pending. The Company has accrued $2 million , reflecting the Company’s best estimate of exposure, although additional reasonably possible losses could be up to $10 million , based on currency exchange rates at March 31, 2016 . The ultimate resolution of this matter is unknown and the estimated liability may change in the future. The Company denies the allegations asserted by the plaintiff and is vigorously defending itself in this matter.

During the fourth quarter of 2015, we became aware of an investigation initiated by COFECE (the Mexican antitrust agency) related to potential anti-competitive practices among competitors in the cash logistics industry in Mexico (the industry in which Brink’s Mexican subsidiary, SERPAPROSA, is active). Because no legal proceedings have been initiated against SERPAPROSA, we cannot estimate the probability of loss or any range of estimate of possible loss at this time. It is possible that SERPAPROSA could become the subject of legal or administrative claims or proceedings, however, that could result in a loss that could be material to the Company’s results in a future period.

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


20


Note 12 - Reorganization and Restructuring

2015 Reorganization and Restructuring
Brink's initiated a global restructuring of its business in the third quarter of 2015 and recognized $11.6 million in related 2015 costs. We recognized an additional $2.8 million in costs in the first quarter of 2016 related to employee severance and contract terminations associated with the restructuring. The 2015 Reorganization and Restructuring is expected to reduce the global workforce by approximately 1,200 to 1,300 positions and is projected to result in $20 to $30 million in 2016 cost savings.

The following table summarizes the costs incurred and payments and utilization of our 2015 Reorganization and Restructuring accruals:
(In millions)
Severance Costs
 
Contract Terminations
 
Total
Balance as of January 1, 2016
$
6.3

 
—

 
6.3

Expense
2.6

 
0.2

 
2.8

Payments and utilization
(3.0
)
 
—

 
(3.0
)
Foreign currency exchange effects
—

 
—

 
—

Balance as of March 31, 2016
$
5.9

 
0.2

 
6.1


Executive Leadership and Board of Directors Restructuring
In the fourth quarter of 2015, we recognized $1.8 million in costs related to the restructuring of executive leadership and Board of Directors,
which was announced in January 2016. We also recognized an additional $3.2 million in charges, primarily severance costs, in the first quarter of 2016. At March 31, 2016, $4.3 million was recorded in accrued liabilities related to these restructuring actions, which include the departure of our CEO in 2016 and the retirement of two Board members in January 2016.

2014 Reorganization and Restructuring
In the fourth quarter of 2014, we announced a reorganization and restructuring of Brink’s global organization to accelerate the execution of our strategy by reducing costs and providing for a more streamlined and centralized organization. As part of this program, we reduced our total workforce by approximately 1,700 positions. The restructuring saved annual direct costs of approximately $50 million in 2015 compared to 2014, excluding charges for severance, lease termination and accelerated depreciation. We recorded total pretax charges of $21.8 million in 2014 and an additional $1.5 million of pretax charges in the first three months of 2015 related to the 2014 Reorganization and Restructuring. The actions under this program were substantially completed by the end of 2015 with cumulative pretax charges of approximately $24 million , primarily severance costs.

We expect to recognize an additional $2 to $4 million in costs in 2016 related to the 2015 Reorganization and Restructuring and the
Executive Leadership and Board of Directors Restructuring.




21


THE BRINK’S COMPANY
and subsidiaries

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Brink’s Company offers transportation and logistics management services for cash and valuables throughout the world.  These services include:
•
Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
•
ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
•
Global Services – secure international transportation of valuables
•
Cash Management Services
◦
Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
◦
Safe and safe control device installation and servicing (including our patented CompuSafe ® service)
◦
Check and cash processing services for banking customers (“Virtual Vault Services”)
◦
Check imaging services for banking customers
•
Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated  payment locations in Latin America and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.
•
Guarding Services – protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions.  Our CODM is our President and Chief Executive Officer.  Our CODM evaluates performance and allocates resources to each operating segment based on operating profit or loss, excluding income and expenses not allocated to segments.

We have nine operating segments:
•
Each of the five countries within Largest 5 Markets (U.S., France, Mexico, Brazil and Canada)
•
Each of the three regions within Global Markets (Latin America, EMEA and Asia)
•
Payment Services

We believe that Brink’s has significant competitive advantages including:
•
track record of refining our business portfolio to deliver shareholder value
•
medium-term growth drivers from high-value services
•
global footprint in a world with increasing security needs
•
brand name recognition
•
reputation for a high level of service and security
•
risk management and logistics expertise
•
proven operational excellence
•
high-quality insurance coverage and general financial strength.


22


RESULTS OF OPERATIONS

Consolidated Review

Non-GAAP Financial Measures
We provide an analysis of our operations below on both a generally accepted accounting principles (“GAAP”) and non-GAAP basis.  The purpose of the non-GAAP information is to report our operating profit, income from continuing operations and earnings per share without certain income and expense items and to reflect a constant tax rate for quarterly results equal to the full-year non-GAAP tax rate.  The non-GAAP financial measures are intended to provide information to assist comparability and estimates of future performance.  The Non-GAAP adjustments used to reconcile our GAAP results are described on pages 34–35.

Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of acquisitions and dispositions, changes in currency exchange rates (as described on page 26) and the accounting effects of reporting Venezuela under highly inflationary accounting.

 
Three Months 
 Ended March 31,
 
%
(In millions, except for per share amounts)
2016
 
2015
 
Change
GAAP
 
 
 
 
 
Revenues
721.8

 
776.1

 
(7
)
Cost of revenues
597.0

 
629.1

 
(5
)
Selling, general and administrative expenses
110.3

 
112.3

 
(2
)
Operating profit
13.8

 
12.9

 
7

Loss from continuing operations (a)
(3.1
)
 
(0.6
)
 
unfav

Diluted EPS from continuing operations (a)
(0.06
)
 
(0.01
)
 
unfav

 
 
 
 
 
 
Non-GAAP (b)
 
 
 
 
 
Non-GAAP revenues
688.9

 
755.6

 
(9
)
Non-GAAP operating profit
31.1

 
40.6

 
(23
)
Non-GAAP income from continuing operations (a)
14.9

 
21.9

 
(32
)
Non-GAAP diluted EPS from continuing operations (a)
0.30

 
0.44

 
(32
)

(a)
Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(b)
Non-GAAP results are reconciled to the applicable GAAP results on pages 34–35.


GAAP Basis
Analysis of Consolidated Results: First Quarter 2016 versus First Quarter 2015
Consolidated Revenues    Revenues decreased $54.3 million or 7% due to unfavorable changes in currency exchange rates ($131.8 million) and an organic decrease in EMEA ($9.3 million), partially offset by organic growth in Venezuela ($59.1 million) and Latin America ($17.6 million).  A significant portion of the reduction in revenues from currency exchange rates relates to a devaluation of the Venezuelan bolivar in February 2015.  The U.S. dollar also strengthened against the Brazilian real, Mexican peso and most currencies in Latin America.  Revenues increased 11% on an organic basis due mainly to higher average selling prices in Venezuela and Latin America (including the effects of inflation).

Consolidated Costs and Expenses   Cost of revenues decreased 5% to $597.0 million as higher labor costs from inflation-based wage increases were more than offset by changes in currency rates, including devaluation in Venezuela.  Selling, general and administrative costs decreased 2% to $110.3 million due primarily to changes in currency exchange rates, including devaluation in Venezuela, partially offset by increased wages and severance.

Consolidated Operating Profit Operating profit increased $0.9 million due mainly to:
•
a lower remeasurement loss of net monetary assets ($15.2 million) as a result of the devaluation of the Venezuelan currency (an $18.0 million charge in 2015 compared to a $2.8 million charge in 2016) and
•
an organic increase in Venezuela ($22.3 million) and Latin America ($8.6 million),
partially offset by:
•
unfavorable changes in currency exchange rates ($22.1 million), excluding the effects of Venezuela devaluations,
•
organic decreases in the U.S. ($10.5 million) and Mexico ($4.0 million) and
•
costs recorded in association with the planned exit of operations in Ireland ($5.9 million).

Consolidated Loss from Continuing Operations Attributable to Brink’s and Related Per Share Amounts   Loss from continuing operations attributable to Brink’s shareholders in 2016 increased $2.5 million to $3.1 million primarily due to higher income attributable to noncontrolling interests ($9.1 million), partially offset by the operating profit increase mentioned above and lower income tax expense ($6.1 million).  Earnings per share from continuing operations was negative $0.06, down from negative $0.01 in 2015.

23


Non-GAAP Basis
Analysis of Consolidated Results: First Quarter 2016 versus First Quarter 2015
Non-GAAP Consolidated Revenues     Non-GAAP revenues decreased $66.7 million or 9% due to unfavorable changes in currency exchange rates ($84.3 million) and an organic decrease in EMEA ($9.3 million), partially offset by organic growth in Latin America ($17.6 million).  The reduction in non-GAAP revenues from currency exchange rates relates to a strengthening of the U.S. dollar against Brazilian real and Mexican peso and most currencies in Latin America.  Non-GAAP revenues increased 3% on an organic basis due mainly to higher average selling prices in Latin America (including the effects of inflation).  See page 23 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit   Non-GAAP operating profit decreased $9.5 million in 2016 primarily due to:
•
organic decreases in the U.S. ($10.5 million) and Mexico ($4.0 million) and
•
unfavorable changes in currency exchange rates ($5.0 million),
•
partially offset by an organic increase in Latin America ($8.6 million).

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts   Non-GAAP income from continuing operations attributable to Brink’s shareholders in 2016 decreased $7.0 million to $14.9 million primarily due to the non-GAAP operating profit decrease mentioned above, partially offset by the corresponding lower non-GAAP tax expense ($3.2 million).  Non-GAAP earnings per share from continuing operations was $0.30, down from $0.44 in 2015.


24



Outlook

Outlook for 2016
Our organic revenue growth rate for 2016 compared to our 2015 Non-GAAP results is expected to be approximately 5% or $150 million , and our estimate of the negative impact of changes in currency exchange rates on revenues is approximately 8% or $227 million .  Our operating profit margin on a Non-GAAP basis is expected to be approximately 7.0% .  Operating profit margin in the U.S. is expected to be 2% to 3% . Operating profit margin in Mexico is expected to be approximately 10% .
 
2015
GAAP
 
2015
Non-GAAP (a)
 
2016
Non-GAAP
Outlook (a)
 
% Change
Revenues
$
3,061

 
2,977

 
~2,900

 
 
Operating profit (loss)
57

 
157

 
190 – 210

 
 
Nonoperating expense
(16
)
 
(15
)
 
(16)

 
 
Provision for income taxes
(67
)
 
(52
)
 
(68) – (76)

 
 
Noncontrolling interests
16

 
(5
)
 
(5) – (7)

 
 
Income (loss) from continuing operations attributable to Brink's
(9
)
 
84

 
101 – 111

 
 
EPS from continuing operations attributable to Brink's
$
(0.19
)
 
1.69

 
2.00 – 2.20

 
 
 
 
 
 
 
 
 
 
Key Metrics
 
 
 
 
 
 
 
Revenues Change
 
 
 
 
 
 
 
Organic
 
 
 
 
150

 
5%
Currency
 
 
 
 
(227
)
 
(8%)
Total
 
 
 
 
(77
)
 
(3%)
 
 
 
 
 
 
 
 
Operating profit margin
1.8
%
 
5.3
%
 
~7%

 
 
 
 
 
 
 
 
 
 
Effective income tax rate
161.8
%
 
37.0
%
 
39.0
%
 
 
 
 
 
 
 
 
 
 
Fixed assets acquired (b)
 
 
 
 
 
 
 
Capital expenditures
$
101

 
97

 
100 – 110

 
 
Capital leases (c)
19

 
19

 
20

 
 
Total
$
120

 
116

 
120 – 130

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization of fixed assets (b)
$
136

 
132

 
120 – 130

 
 
Amounts may not add due to rounding

(a)
See pages 34 and 35 for information about reconciliations to GAAP.
(b)
2015 non-GAAP amounts exclude Venezuela capital expenditures of $4.3 million and Venezuela depreciation and amortization of fixed assets of $3.9 million. Depreciation and amortization of fixed assets does not include intangible asset amortization.
(c)
Includes capital leases for newly acquired assets only.


25


Revenues and Operating Profit by Segment: First Quarter 2016 versus First Quarter 2015
 
 
 
Organic
 
Acquisitions /
 
 
 
 
 
% Change
 
1Q'15
 
Change
 
Dispositions (a)
 
Currency (b)
 
1Q'16
 
Total
 
Organic
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
183.6

 
(4.8
)
 
—

 
—

 
178.8

 
(3
)
 
(3
)
France
105.7

 
1.3

 
—

 
(2.2
)
 
104.8

 
(1
)
 
1

Mexico
85.7

 
4.6

 
—

 
(15.4
)
 
74.9

 
(13
)
 
5

Brazil
73.8

 
8.5

 
—

 
(22.3
)
 
60.0

 
(19
)
 
12

Canada
38.8

 
1.0

 
—

 
(3.9
)
 
35.9

 
(7
)
 
3

Largest 5 Markets
487.6

 
10.6

 
—

 
(43.8
)
 
454.4

 
(7
)
 
2

Latin America
90.8

 
17.6

 
—

 
(29.2
)
 
79.2

 
(13
)
 
19

EMEA
115.7

 
(9.3
)
 
(7.1
)
 
(3.9
)
 
95.4

 
(18
)
 
(8
)
Asia
38.7

 
1.8

 
—

 
(1.5
)
 
39.0

 
1

 
5

Global Markets
245.2

 
10.1

 
(7.1
)
 
(34.6
)
 
213.6

 
(13
)
 
4

Payment Services
22.8

 
4.0

 
—

 
(5.9
)
 
20.9

 
(8
)
 
18

Revenues - non-GAAP
755.6

 
24.7

 
(7.1
)
 
(84.3
)
 
688.9

 
(9
)
 
3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
20.5

 
59.1

 
0.8

 
(47.5
)
 
32.9

 
60

 
fav

Revenues - GAAP
$
776.1

 
83.8

 
(6.3
)
 
(131.8
)
 
721.8

 
(7
)
 
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
8.3

 
(10.5
)
 
—

 
—

 
(2.2
)
 
unfav

 
unfav

France
4.1

 
0.4

 
—

 
—

 
4.5

 
10

 
10

Mexico
7.9

 
(4.0
)
 
—

 
(0.7
)
 
3.2

 
(59
)
 
(51
)
Brazil
6.1

 
2.1

 
—

 
(2.1
)
 
6.1

 
—

 
34

Canada
1.7

 
0.3

 
—

 
(0.2
)
 
1.8

 
6

 
18

Largest 5 Markets
28.1

 
(11.7
)
 
—

 
(3.0
)
 
13.4

 
(52
)
 
(42
)
Latin America
16.5

 
8.6

 
—

 
(7.6
)
 
17.5

 
6

 
52

EMEA
8.2

 
(1.6
)
 
0.5

 
(0.2
)
 
6.9

 
(16
)
 
(20
)
Asia
6.5

 
0.1

 
—

 
(0.2
)
 
6.4

 
(2
)
 
2

Global Markets
31.2

 
7.1

 
0.5

 
(8.0
)
 
30.8

 
(1
)
 
23

Payment Services
0.5

 
(0.4
)
 
—

 
(0.1
)
 
—

 
(100
)
 
(80
)
Corporate expenses (c)
(19.2
)
 
—

 
—

 
6.1

 
(13.1
)
 
(32
)
 
—

Operating profit - non-GAAP
40.6

 
(5.0
)
 
0.5

 
(5.0
)
 
31.1

 
(23
)
 
(12
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
(27.7
)
 
18.1

 
(5.8
)
 
(1.9
)
 
(17.3
)
 
(38
)
 
(65
)
Operating profit (loss) - GAAP
$
12.9

 
13.1

 
(5.3
)
 
(6.9
)
 
13.8

 
7

 
fav

Amounts may not add due to rounding.

(a)
Includes operating results and gains/losses on acquisitions, sales and exits of businesses.
(b)
The amounts in the “Currency” column consist of the amortization of Venezuela non-monetary assets not devalued under highly inflationary accounting rules and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
(c)
Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.
(d)
See page 28 for more information.



26


Analysis of Segment Results: First Quarter 2016 versus First Quarter 2015

Largest 5 Markets

U.S.   Revenues decreased 3% ($4.8 million) due to organic revenue decline as a result of lower fuel surcharges and volume decreases.  Operating profit decreased $10.5 million to a loss of $2.2 million due to higher labor costs and maintenance costs, as well as the negative outcome of prior year litigation.

France   Revenues decreased 1% ($0.9 million) due to unfavorable currency impact ($2.2 million).  Revenues were flat on an organic basis due to volume and pricing pressure.  Operating profit increased 10% ($0.4 million).

Mexico   Revenues decreased 13% ($10.8 million) due to unfavorable currency impact ($15.4 million), partially offset by a 5% organic increase ($4.6 million) from volume growth.  Operating profit decreased 59% ($4.7 million) due to the 2015 benefit of a change in employee benefit structure and unfavorable currency impact ($0.7 million).

Brazil   Revenues decreased 19% ($13.8 million) primarily due to the negative impact of currency exchange rates ($22.3 million), partially offset by 12% organic growth ($8.5 million) driven by price increases.  Operating profit remained flat at $6.1 million as unfavorable currency ($2.1 million) was offset by organic growth ($2.1 million) on productivity improvements.

Canada   Revenues decreased 7% ($2.9 million) primarily due to the negative impact of currency exchange rates ($3.9 million).  Operating profit increased 6% ($0.1 million) as unfavorable currency ($0.2 million) was more than offset by organic growth ($0.3 million).

Global Markets

Latin America   Revenues decreased 13% ($11.6 million) as the negative impact of currency exchange rates ($29.2 million) was partially offset by organic growth of 19% ($17.6 million) driven by inflation-based price increases in Argentina.  Operating profit increased 6% ($1.0 million) driven by higher organic results in Argentina and Chile, partially offset by unfavorable currency impact ($7.6 million). Argentina accounted for over half of Latin America profit in the first quarter of 2016.

EMEA   Revenues decreased 18% ($20.3 million) primarily due to organic revenue decreases in Ireland, Switzerland and the United Kingdom, as well as the impacts of dispositions ($7.1 million) and unfavorable currency ($3.9 million).   Operating profit decreased 16% ($1.3 million) due to lower profits in Ireland, Switzerland and Turkey.

Asia   Revenues increased 1% ($0.3 million) due mainly to organic growth across the region.  Operating profit decreased 2% ($0.1 million) primarily due to unfavorable currency ($0.2 million).

Payment Services

Payment Services   Revenues decreased 8% ($1.9 million) as negative currency ($5.9 million) was partially offset by 18% organic growth ($4.0 million).  Operating profit decreased $0.5 million, driven by a decline in the Brazil payments business.


27


Income and Expense Not Allocated to Segments

Corporate Expenses
 
Three Months 
 Ended March 31,
 
%
(In millions)
2016
 
2015
 
change
General, administrative and other expenses
$
(17.6
)
 
(17.6
)
 
—

Foreign currency transaction gains (losses)
1.3

 
(4.8
)
 
fav

Reconciliation of segment policies to GAAP
3.2

 
3.2

 
—

Corporate expenses
$
(13.1
)
 
(19.2
)
 
(32
)

First quarter 2016 corporate expenses were down $6.1 million versus the prior year quarter as we recognized foreign currency transaction gains in the current year period as compared to foreign currency transaction losses in the prior year period. Corporate expenses include former non-segment and regional management costs, currency transaction gains and losses, and costs related to global initiatives.

Other Items Not Allocated to Segments

Other items not allocated to segments refers to a $17.3 million loss in the first quarter of 2016 versus the prior year period loss of $27.7 million. The change was primarily due to lower remeasurement losses related to Venezuela operations partially offset by charges related to the impending shutdown of operations in Ireland along with higher reorganization and restructuring costs.
 
Three Months 
 Ended March 31,
 
%
(In millions)
2016
 
2015
 
change
Revenues:
 
 
 
 
 
Venezuela operations
$
32.1

 
20.5

 
57

Acquisitions and dispositions
0.8

 
—

 
fav

Revenues
$
32.9

 
20.5

 
60

 
 
 
 
 
 
Operating profit:
 
 
 
 
 
Venezuela operations
$
1.8

 
(17.9
)
 
fav

Reorganization and Restructuring
(6.0
)
 
(1.5
)
 
unfav

U.S. and Mexican retirement plans
(7.3
)
 
(8.3
)
 
(12
)
Acquisitions and dispositions
(5.8
)
 
—

 
unfav

Operating profit
$
(17.3
)
 
(27.7
)
 
(38
)

Venezuela operations  We have excluded from our segment results all of our Venezuela operating results, including expenses related to currency devaluations ($3.8 million in 2016 and $20.6 million in the first quarter of 2015), due to management’s inability to allocate, generate or redeploy resources in-country or globally. In light of these unique circumstances, our operations in Venezuela are largely independent of the rest of our global operations. As a result, the Chief Executive Officer, the Company's Chief Operating Decision Maker ("CODM"), assesses segment performance and makes resource decisions by segment excluding Venezuela operating results. Additionally, management believes excluding Venezuela from segment results makes it possible to more effectively evaluate the company’s performance between periods.   

Factors considered by management in excluding Venezuela results include:
•
Continued inability to repatriate cash to redeploy to other operations or dividend to shareholders
•
Highly inflationary environment
•
Fixed exchange rate policy
•
Continued currency devaluations and
•
Difficulty raising prices and controlling costs

Reorganization and Restructuring Brink’s reorganized and restructured its business in December 2014, eliminating the management roles and structures in its former Latin America and EMEA regions and implementing a plan to reduce the cost structure of various country operations by eliminating approximately 1,700 positions across its global workforce.  Severance costs of $21.8 million associated with these actions were recognized in 2014. An additional $1.5 million was recognized in the first quarter of 2015 related to the 2014 restructuring. The restructuring saved annual direct costs of approximately $50 million in 2015 compared to 2014, excluding charges for severance, lease termination and accelerated depreciation.

Brink's initiated an additional restructuring of its business in the third quarter of 2015. We recognized $2.8 million of costs in the first three months of 2016 related to employee severance and contract terminations associated with the 2015 restructuring, which is expected to reduce the global workforce by approximately 1,200 to 1,300 positions and is projected to result in $20 to $30 million in 2016 cost savings.

In the fourth quarter of 2015, we recognized $1.8 million in charges related to Executive Leadership and Board of Directors restructuring actions, which were announced in January 2016. We recognized $3.2 million in charges in the first quarter of 2016 related to these restructuring actions.

28



We expect to recognize between $2 and $4 million of additional restructuring costs.

U.S. and Mexican retirement plans  Costs related to our frozen U.S. retirement plans have not been allocated to segment results. Employee termination costs in Mexico are accounted for as retirement benefits under FASB ASC Topic 715, Compensation — Retirement Benefits . Settlement charges related to these termination benefits have not been allocated to segment results.

Acquisitions and dispositions  Effective March 1, 2016, results from Ireland are excluded from the non-GAAP results due to the company's decision to exit the majority of its operations in the country, which had revenue of approximately $15 million in 2015. Charges excluded from non-GAAP results include $4.2 million in severance costs and an additional $1.7 million in operating and other exit costs. Brink's expects to recognize additional operating and disposition-related costs of approximately $5 million to $10 million later this year. International shipments to and from Ireland will continue to be provided through Brink’s Global Services.

2016 Outlook
See page 42 for a 5-year projection of expenses based on current assumptions for our significant U.S. retirement plans.  We are not able to estimate the amount of settlement losses of our Mexican subsidiaries.


29


Foreign Operations

We currently serve customers in more than 100 countries, including 41 countries where we operate subsidiaries.

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

Our international operations conduct a majority of their business in local currencies.  Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar.  The strengthening of the U.S. dollar has reduced our reported dollar revenues and operating profit as compared to the 2015 period.  Our operations in Venezuela are subject to local laws and regulatory interpretations that determine the exchange rate at which repatriating dividends may be converted.

Changes in exchange rates may also affect transactions which are denominated in currencies other than the functional currency.  From time to time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.  At March 31, 2016 , the notional value of our shorter term outstanding foreign currency forward and swap contracts was $54.6 million with average contract maturities of approximately one month.  These shorter term foreign currency forward and swap contracts primarily offset exposures in the British pound, the euro and the 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 $1.4 million on these contracts in the first three months of 2016 .  At March 31, 2016 , the fair value of these shorter term foreign currency contracts was not significant.

We also have a longer term cross currency swap contract to hedge exposure in Brazilian real which is designated as a cash flow hedge for accounting purposes.  At March 31, 2016 , the notional value of this longer term contract was $12.7 million with a weighted average maturity of 1.0 years.  We recognized net losses of $0.7 million on this contract, of which losses of $0.6 million were included in other operating income (expense) to offset transaction gains of $0.6 million and expenses of $0.1 million were included in interest and other income (expense) in the first three months of 2016 .  At March 31, 2016 , the fair value of the longer term cross currency swap contract was $5.7 million, of which $2.6 million is included in prepaid expenses and other and $3.1 million is included in other assets on the consolidated balance sheet.

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

We have been monitoring the economic instability existing in Greece. Greece continues to remain in the European Union and we currently believe that our net assets in this country are fairly stated. We will continue to closely monitor the economic, operating and political environment in Greece. Our revenues in Greece accounted for 1% of total Brink's revenues in the three months ended March 31, 2016 and 1% of total Brink's revenues in the three months ended March 31, 2015 .




30


Other Operating Income (Expense)

Other operating income (expense) includes amounts included in segment as well as income and expense not allocated to segments.
 
Three Months 
 Ended March 31,
 
%
(In millions)
2016
 
2015
 
change
Foreign currency items:
 
 
 
 
 
Transaction losses
$
(0.2
)
 
(22.8
)
 
(99
)
Hedge gains (losses)
(1.4
)
 
1.2

 
unfav

Gains on sale of property and other assets
—

 
0.2

 
(100
)
Argentina conversion losses
(0.1
)
 
—

 
unfav

Impairment losses
(0.5
)
 
(1.1
)
 
(55
)
Share in earnings of equity affiliates
0.1

 
0.1

 
—

Royalty income
0.7

 
0.4

 
75

Gains on business acquisitions and dispositions
0.1

 
—

 
fav

Other gains (losses)
0.6

 
0.2

 
fav

Other operating income (expense)
$
(0.7
)
 
(21.8
)
 
(97
)
Other operating expense was $0.7 million in the first quarter of 2016 versus $21.8 million in the prior year period due primarily to the first quarter of 2015 remeasurement losses of $18.0 million associated with the currency devaluation in Venezuela as compared to $2.8 million in Venezuela-related remeasurement losses in the current year period. See note 1 to the consolidated financial statements for a description of the change in currency exchange processes and rates in Venezuela.

Nonoperating Income and Expense

Interest expense
 
Three Months 
 Ended March 31,
 
%
  (In millions)
2016
 
2015
 
change
 Interest expense
$
4.9

 
4.9

 
—

Interest and other income
 
Three Months 
 Ended March 31,
 
%
(In millions)
2016
 
2015
 
change
Interest income
$
0.6

 
0.7

 
(14
)
Foreign currency hedge losses
(0.1
)
 
(0.2
)
 
(50
)
Other
(0.5
)
 
(0.1
)
 
unfav

Interest and other income
$
—

 
0.4

 
(100
)

Outlook for 2016
We expect nonoperating expense on a non-GAAP basis of $16 million in 2016 versus $15 million in 2015 .  See page 25 for a summary of our 2016 outlook.


31


Income Taxes

Three Months 
 Ended March 31,
 
2016
 
2015
Continuing operations
 
 
 
Provision for income taxes (in millions)
$
9.4

 
15.5

Effective tax rate
105.6
%
 
184.5
%

2016 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant costs related to the winding down of operations in the Republic of Ireland, for which no tax benefit can be recorded, and the nondeductible expenses resulting from the currency devaluation in Venezuela in the first quarter. 

Excluding those items, our effective tax rate on continuing operations in the first three months of 2016 is 54% .  The rate is higher than 35% primarily due to the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on undistributed earnings and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings.

2015 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2015 was higher than the 35% U.S. statutory tax rate, primarily due to the significant nondeductible expenses resulting from the currency devaluation in Venezuela in the first quarter. 

Excluding the Venezuela nondeductible expenses and the associated tax implications, our effective tax rate on continuing operations in the first three months of 2015 was 54% . The rate was higher than 35% primarily due to higher tax expense resulting from cross border payments, nondeductible expenses in Mexico and the characterization of a French business tax as an income tax, partially offset by lower taxes resulting from the geographical mix of earnings.

Outlook for 2016
Due to the significant costs related to winding down operations in the Republic of Ireland, for which no tax benefit can be recorded, and the nondeductible Venezuela remeasurement charges, the GAAP effective income tax rate for 2016 is expected to be in excess of 40%.  On a non-GAAP basis, the effective income tax rate for 2016 is expected to be approximately 39% .  Our effective tax rate may fluctuate materially from these estimates due to changes in permanent book-tax differences, changes in the expected amount and 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 25 for a summary of our 2016 outlook.


Noncontrolling Interests
 
Three Months 
 Ended March 31,
 
%
(In millions)
2016
 
2015
 
change
Net income (loss) attributable to noncontrolling interests
$
2.6

 
(6.5
)
 
unfav

The change from a $6.5 million net loss attributable to noncontrolling interest in the first three months of 2015 to $2.6 million of net income attributable to noncontrolling interest in the first three months of 2016 was primarily due to the difference in the impact of currency devaluations in Venezuela. We recognized an $18.0 million currency remeasurement charge in the prior year period which resulted in an after-tax loss attributable to noncontrolling interest of $5.6 million. In the first three months of 2016, we also recognized remeasurement losses related to currency devaluation in Venezuela. However, the after-tax effect in the current year period was $0.5 million in income attributable to noncontrolling interest.  See note 1 to the consolidated financial statements for more information about the currency remeasurement of our Venezuelan subsidiaries. 

Outlook for 2016
We expect the net income attributable to noncontrolling interests to be between $5 and $7 million on a non-GAAP basis in 2016 as compared to $5 million in 2015 .  See page 25 for a summary of our 2016 Outlook and pages 34–35 for information about reconciliation to GAAP.


32


Loss from Discontinued Operations

 
Three Months 
 Ended March 31,
(In millions)
2016
 
2015
Loss from operations (a)(b)
$
—

 
(2.4
)
Loss on sale (a)
—

 
(0.7
)
Adjustments to contingencies of former operations (c) :
 

 
 

Other
—

 
(0.1
)
Loss from discontinued operations before income taxes
—

 
(3.2
)
Provision (benefit) for income taxes
—

 
(0.8
)
Loss from discontinued operations, net of tax
$
—

 
(2.4
)

(a)
Discontinued operations include gains and losses related to businesses that we recently sold.  No interest expense was included in discontinued operations in the first three months of 2015.
(b)
The loss from operations in the first three months of 2015 included $1.0 million in pension settlement charges related to the Mexican parcel delivery service sold in February 2015.
(c)
Primarily related to former businesses previously exited.

Operations sold classified as discontinued operations:
•
In February 2015, we sold a small Mexican parcel delivery business which met the criteria for classification as a discontinued operation as of December 31, 2014.

Other divestitures not classified as discontinued operations:
•
We sold an Irish guarding operation in November 2015.
•
We sold our 70% ownership interest in a Russian cash management business in November 2015 and recognized a $5.9 million loss on the disposition in the fourth quarter of 2015. A significant part of the loss ( $5.0 million ) represented the reclassification of foreign currency adjustments from accumulated other comprehensive loss into earnings.

Revenues and income (loss) from operations before tax were not significant for the Irish guarding business or the Russian cash management business.


33



Results of Operations Non-GAAP Results Reconciled to GAAP

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 excluding certain income and expenses.  Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented.

The consolidated Non-GAAP outlook amounts for 2016 on page 25 are not reconciled to GAAP because we are unable to quantify certain amounts that would be required to be included in the GAAP measures without unreasonable effort.

The Non-GAAP information provides information to assist comparability and estimates of future performance.  Brink’s believes these measures are helpful in assessing operations and estimating future results and enable period-to-period comparability of financial performance.  In addition, Brink’s believes the measures will help investors assess the ongoing operations.  Non-GAAP results should not be considered as an alternative to revenues, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.

Non-GAAP Results Reconciled to GAAP
 
1Q'15
 
1Q'16
 
Pre-tax
 
Tax
 
Effective tax rate
 
Pre-tax
 
Tax
 
Effective tax rate
Effective Income Tax Rate (a)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP
$
36.1

 
13.4

 
37.1
%
 
$
26.2

 
10.2

 
38.9
%
Other items not allocated to segments (b)
(27.7
)
 
2.1

 
147.4
%
 
(17.3
)
 
(0.8
)
 
66.7
%
GAAP
$
8.4

 
15.5

 
184.5
%
 
$
8.9

 
9.4

 
105.6
%

 
2016
 
1Q
EPS:
 
Constant currency basis - Non-GAAP
$
0.36

Effect of changes in currency exchange rates (c)
(0.06
)
Non-GAAP
0.30

Other items not allocated to segments (b)
(0.33
)
Income tax rate adjustment (d)
(0.03
)
GAAP
$
(0.06
)

Amounts may not add due to rounding.

(a)
From continuing operations.
(b)
See “Other Items Not Allocated To Segments” on pages 28–29 for pre-tax amounts and details.  Other Items Not Allocated To Segments for noncontrolling interests, income from continuing operations attributable to Brink's and EPS are the effects of the same items at their respective line items of the consolidated statements of operations.
(c)
See footnote (b) on page 26 for currency definition and calculation between periods. For Non-GAAP EPS on a constant currency basis, EPS is calculated for the most recent period at the prior period's foreign currency rates to eliminate the currency impact on EPS.
(d)
Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 39.0% for 2016 and was 37.0% for 2015 .


34


Non-GAAP Results Reconciled to GAAP
 
Three Months 
 Ended March 31,
(In millions, except for percentages)
2016
 
2015
Revenues:
 
 
 
Non-GAAP
$
688.9

 
755.6

Other items not allocated to segments (b)
32.9

 
20.5

GAAP
$
721.8

 
776.1

 
 
 
 
Operating profit (loss):
 

 
 
Non-GAAP
$
31.1

 
40.6

Other items not allocated to segments (b)
(17.3
)
 
(27.7
)
GAAP
$
13.8

 
12.9

 
 
 
 
Provision for income taxes:
 

 
 
Non-GAAP
$
10.2

 
13.4

Other items not allocated to segments (b)
(2.0
)
 
(3.9
)
Income tax rate adjustment (d)
1.2

 
6.0

GAAP
$
9.4

 
15.5

 
 
 
 
Net income (loss) attributable to noncontrolling interests:
 

 
 
Non-GAAP
$
1.1

 
0.8

Other items not allocated to segments (b)
1.1

 
(6.2
)
Income tax rate adjustment (d)
0.4

 
(1.1
)
GAAP
$
2.6

 
(6.5
)
 
 
 
 
Income (loss) from continuing operations attributable to Brink's:
 

 
 

Non-GAAP
$
14.9

 
21.9

Other items not allocated to segments (b)
(16.4
)
 
(17.6
)
Income tax rate adjustment (d)
(1.6
)
 
(4.9
)
GAAP
$
(3.1
)
 
(0.6
)
 
 
 
 
Diluted EPS:
 
 
 

Non-GAAP
$
0.30

 
0.44

Other items not allocated to segments (b)
(0.33
)
 
(0.36
)
Income tax rate adjustment (d)
(0.03
)
 
(0.10
)
GAAP
$
(0.06
)
 
(0.01
)
 
 
 
 
Non-GAAP margin
4.5
%
 
5.4
%

Amounts may not add due to rounding.

See page 34 for footnote explanations.

35


LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash outflows from operating activities increased by $14.4 million in the first three months of 2016 as compared to the first three months of 2015 .  Cash used for investing activities increased by $16.7 million in the first three months of 2016 compared to the first three months of 2015 as a result of an increase in capital expenditures and the purchase of available-for-sale securities during the first three months of 2016. We financed our liquidity needs in the first three months of 2016 with cash flows from short-term and long-term debt.

Operating Activities
 
Three Months 
 Ended March 31,
 
$
(In millions)
2016
 
2015
 
change
Cash flows from operating activities
 
 
 
 
 
Operating activities - non-GAAP
$
(31.0
)
 
(22.8
)
 
(8.2
)
Venezuela operations
11.7

 
(0.1
)
 
11.8

Increase (decrease) in certain customer obligations (a)
(18.5
)
 
1.5

 
(20.0
)
Discontinued operations
—

 
(2.0
)
 
2.0

Operating activities - GAAP
$
(37.8
)
 
(23.4
)
 
(14.4
)

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

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 this Non-GAAP measure is to report financial information excluding cash flows from Venezuela operations, the impact of cash received and processed in certain of our Cash Management Services operations and without cash flows from discontinued operations. We believe this measure is helpful in assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future operating cash flows. This Non-GAAP measure 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 outflows increased by $14.4 million in the first three months of 2016 compared to the same period in 2015 .  The increase was primarily due to a decrease in operating profit (excluding the effect of Venezuela remeasurement losses) and changes in customer obligations related to certain of our secure Cash Management Services operations (cash held for customers decreased by $18.5 million in the first three months of 2016 compared to an increase of $1.5 million in the same period in 2015), offset by an increase in operating cash provided by Venezuela operations of $11.8 million and lower severance payments in the current year.

Non-GAAP
Non-GAAP cash outflows increased by $8.2 million in the first three months of 2016 as compared to the same period in 2015 .  The increase was primarily due to a decrease in operating profit (excluding the effect of Venezuela remeasurement losses) offset by lower severance payments in the current year.



36


Investing Activities
 
Three Months 
 Ended March 31,
 
$
(In millions)
2016
 
2015
 
change
Cash flows from investing activities
 
 
 
 
 
Capital expenditures
$
(20.8
)
 
(14.3
)
 
(6.5
)
Available-for-sale securities:
 
 
 
 
 
Purchases
(5.8
)
 
(0.1
)
 
(5.7
)
Sales
2.3

 
3.5

 
(1.2
)
Proceeds from sale of property, equipment and investments
0.2

 
0.2

 
—

Other
—

 
1.4

 
(1.4
)
Discontinued operations
—

 
1.9

 
(1.9
)
Investing activities
$
(24.1
)
 
(7.4
)
 
(16.7
)

Cash used by investing activities increased by $16.7 million in the first three months of 2016 versus the first three months of 2015 .  The increase was primarily due to an increase in capital expenditures of $6.5 million and higher purchases of available-for-sale securities ($5.7 million) during the first three months of 2016.

Capital expenditures and depreciation and amortization were as follows:
 
Three Months 
 Ended March 31,
 
$
 
Full Year
 
Outlook
(In millions)
2016
 
2015
 
change
 
2015
 
2016
Property and equipment acquired during the period
 
 
 
 
 
 
 
 
 
Capital expenditures: (b)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
14.5

 
7.5

 
7.0

 
59.3

 
(a)
Global Markets
4.0

 
3.1

 
0.9

 
28.8

 
(a)
Payment Services
0.3

 
0.2

 
0.1

 
1.7

 
(a)
Corporate
1.8

 
2.9

 
(1.1
)
 
7.0

 
(a)
Capital expenditures - non-GAAP
20.6

 
13.7

 
6.9

 
96.8

 
100 – 110
Venezuela
0.2

 
0.6

 
(0.4
)
 
4.3

 
(a)
Capital expenditures - GAAP
$
20.8

 
14.3

 
6.5

 
101.1

 
(a)
 
 
 
 
 
 
 
 
 
 
Capital leases: (c)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
3.9

 
1.1

 
2.8

 
18.8

 
(a)
Payment Services
—

 
—

 
—

 
0.1

 
(a)
Capital leases - GAAP and non-GAAP
$
3.9

 
1.1

 
2.8

 
18.9

 
20
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
18.4

 
8.6

 
9.8

 
78.1

 
(a)
Global Markets
4.0

 
3.1

 
0.9

 
28.8

 
(a)
Payment Services
0.3

 
0.2

 
0.1

 
1.8

 
(a)
Corporate
1.8

 
2.9

 
(1.1
)
 
7.0

 
(a)
Total - non-GAAP
24.5

 
14.8

 
9.7

 
115.7

 
120 – 130
Venezuela
0.2

 
0.6

 
(0.4
)
 
4.3

 
(a)
Total - GAAP
$
24.7

 
15.4

 
9.3

 
120.0

 
(a)
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (b)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
22.4

 
24.3

 
(1.9
)
 
94.6

 
(a)
Global Markets
6.3

 
7.3

 
(1.0
)
 
27.2

 
(a)
Payment Services
0.6

 
0.8

 
(0.2
)
 
2.9

 
(a)
Corporate
2.8

 
2.5

 
0.3

 
11.3

 
(a)
Depreciation and amortization - non-GAAP
32.1

 
34.9

 
(2.8
)
 
136.0

 
120 – 130
Venezuela
0.1

 
1.8

 
(1.7
)
 
3.9

 
(a)
Depreciation and amortization - GAAP
$
32.2

 
36.7

 
(4.5
)
 
139.9

 
(a)

(a)
Not provided
(b)
Capital expenditures as well as depreciation and amortization related to Venezuela have been excluded from Global Markets
(c)
Represents the amount of property and equipment acquired using capital leases.  Because the assets are acquired without using cash, the acquisitions are not reflected in the consolidated cash flow statement.  Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years. Sale leaseback transactions are excluded from "Capital leases" in this table.

We continue to focus on maximizing asset utilization which has enabled us to reduce our annual spend to a level more in line with depreciation.  Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by

37


the annual amount of depreciation, was 1.0 for the twelve months ending March 31, 2016 compared to 0.9 for the twelve months ending March 31, 2015 .

Capital expenditures in the first three months of 2016 were primarily for armored vehicles, information technology and machinery and equipment.

Financing Activities

Summary of financing activities
 
Three Months 
 Ended March 31,
 
$
(In millions)
2016
 
2015
 
change
Cash provided by (used in) financing activities
 
 
 
 
 
Borrowings and repayments:
 
 
 
 
 
Short-term debt
$
20.5

 
(6.6
)
 
27.1

Long-term revolving credit facilities
50.8

 
(9.8
)
 
60.6

Other long-term debt
(14.4
)
 
64.1

 
(78.5
)
Borrowings (repayments)
56.9

 
47.7

 
9.2

 
 
 
 
 
 
Debt financing costs
—

 
(1.9
)
 
1.9

Dividends attributable to:
 

 
 

 


Shareholders of Brink’s
(4.9
)
 
(4.9
)
 
—

Noncontrolling interests in subsidiaries
(0.2
)
 
(0.2
)
 
—

Other
(3.3
)
 
(0.1
)
 
(3.2
)
Cash flows from financing activities
$
48.5

 
40.6

 
7.9


Debt borrowings and repayments
Cash flows from financing activities increased by $7.9 million in the first three months of 2016 compared to the first three months of 2015 as net borrowing on our revolving credit facilities and short-term debt exceeded net repayments of other long-term debt.

Dividends
We paid dividends to Brink’s shareholders of $0.10 per share or $4.9 million in the first three months of 2016 , similar to the prior year.  Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, cash flow, business requirements and other factors, as determined by the board of directors.


38


Reconciliation of Net Debt to U.S. GAAP Measures
 
March 31,
 
December 31,
(In millions)
2016
 
2015
Debt:
 
 
 
Short-term debt
$
50.7

 
29.1

Long-term debt
443.9

 
401.4

Total Debt
494.6

 
430.5

 
 
 
 
Less:
 

 
 

Cash and cash equivalents
186.8

 
198.3

Amounts held by Cash Management Services operations (a)
(19.2
)
 
(37.1
)
Cash and cash equivalents available for general corporate purposes
167.6

 
161.2

 
 
 
 
Net Debt
$
327.0

 
269.3

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

Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP.  We use Net Debt as a measure of our financial leverage.  We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage.  Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our consolidated balance sheets.  Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP.   Net Debt excluding cash and debt in Venezuelan operations was $337 million at March 31, 2016 , and $275 million at December 31, 2015 .

Net Debt increased by $58 million primarily due to negative operating cash flows during the first quarter of 2016 primarily to fund working capital needs.

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 2015 Form 10-K, for more information on the risks associated with having businesses outside the U.S.

Incremental taxes.   Of the $186.8 million of cash and cash equivalents at March 31, 2016 , $164.4 million is held by subsidiaries that we consider to be permanently invested and for which we do not expect to repatriate to the U.S.  If we were to decide to repatriate this cash to the U.S., we may have to accrue and pay additional income taxes.  Given the number of foreign operations and the complexities of the tax law, it is not practical to estimate the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation were to occur.

Venezuela .  We have $10.1 million of cash and cash equivalents denominated in Venezuelan bolivars (as remeasured at the published DICOM rate of 273 bolivars to the U.S. dollar) at March 31, 2016 .  We believe that the DICOM process to convert bolivars (as described in note 1 to the consolidated financial statements) is the only method for which we could receive U.S. dollars that we need to operate our business and to repatriate earnings. The Venezuelan government has restricted conversions of bolivars into U.S. dollars in the past and may do so in the future. We did not repatriate any U.S. dollars from Venezuela in 2015 and have not done so to date in 2016 .

Argentina.   At March 31, 2016 , we had cash and short term investments denominated in Argentine pesos of $9.7 million . The government in Argentina had previously imposed limits on the exchange of Argentine pesos into U.S. dollars. As a result, we elected in the past and may continue in the future to repatriate cash from Argentina using markets to convert Argentine pesos into U.S. dollars if U.S. dollars are not readily available. Prior to the December 2015 devaluation of the Argentine peso, we converted Argentine pesos into U.S. dollars at rates less favorable than the rates at which we translated the financial statements of our subsidiary in Argentina. However, after the December 2015 devaluation of the Argentine peso, the market rates used to convert Argentine pesos into U.S. dollars have been similar to the rates at which we translate the financial statements of our subsidiary in Argentina.


39


Debt
We have a $525 million unsecured revolving bank credit facility (the “Revolving Facility”) that matures in March 2020.  The Revolving Facility’s interest rate is based on LIBOR plus a margin or an alternate base rate plus a margin.  The Revolving Facility allows us to borrow or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility.  As of March 31, 2016 , $305 million was available under the Revolving Facility.  Amounts outstanding under the Revolving Facility as of March 31, 2016 , were denominated primarily in U.S. dollars and to a lesser extent in euros.

The margin on LIBOR borrowings under the Revolving Facility, which ranges from 1.00% to 1.70% depending on either our credit rating or leverage ratio as defined within the Revolving Facility, was 1.30% at March 31, 2016 .  The margin on alternate base rate borrowings under the Revolving Facility ranges from 0.0% to 0.70%.  We also pay an annual facility fee on the Revolving Facility based on either our credit rating or the leverage ratio.  The facility fee, which ranges from 0.125% to 0.30%, was 0.20% at March 31, 2016 .

We have principal of $86 million in unsecured notes issued through a 2011 private placement debt transaction (the “Notes”).  At March 31, 2016 , the Notes were comprised of $36 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%.  Annual principal payments under the series A notes began in January 2015 and continue through maturity.  The series B notes are due in January 2021.

As of March 31, 2016 , we had two unsecured multi-currency revolving bank credit facilities totaling $40 million, of which $34 million was available at March 31, 2016 .  A $20 million facility expires in February 2017 and a $20 million facility expires in March 2019.   Interest on these facilities is based on LIBOR plus a margin.  The margin ranges from 1.0% to 2.0%.  We also have the ability to borrow from other banks, at the banks’ discretion, under short-term uncommitted agreements.  Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

As of March 31, 2016 , we had a $25 million unsecured committed credit facility and $25 million was available under the facility. Interest on this facility was based on LIBOR plus a margin, which ranged from 1.20% to 1.575%. This facility expired in April 2016.   

In March 2015, we entered into a $75 million unsecured term loan facility. Interest on this facility is based on LIBOR plus a margin of 1.75%. The facility is due in March 2022. As of March 31, 2016 , the principal amount outstanding is $70 million.

In June 2015, we entered into a $40 million uncommitted letter of credit facility that expires in May 2016. As of March 31, 2016 , $6 million was utilized.

In February 2016, we entered into a $24 million uncommitted credit facility that expires in February 2017. As of March 31, 2016 , $13 million was utilized.

We have two unsecured letter of credit facilities totaling $94 million, of which $28 million was available at March 31, 2016 .  A $54 million facility expires in December 2019, and a $40 million facility expires in December 2018.  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, the letter of credit facilities, the uncommitted credit facility and the unsecured term loan contain certain subsidiary guarantees and various financial and other covenants. The financial covenants, among other things, limit our total indebtedness, restrict certain payments to shareholders, limit priority debt, limit asset sales, limit the use of proceeds from asset sales, provide for a maximum leverage ratio 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 March 31, 2016 .

Equity
At March 31, 2016 , we had 100 million shares of common stock authorized and 49.2 million shares issued and outstanding.


40


U.S. Retirement Liabilities

Funded Status of U.S. Retirement Plans
 
Actual
 
Actual
 
Projected
(In millions)
2015
 
1Q 2016
 
2-4Q 2016
 
2017
 
2018
 
2019
 
2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. pension plans
 
 
 

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(117.8
)
 
(123.4
)
 
(118.7
)
 
(107.4
)
 
(90.3
)
 
(72.7
)
 
(53.4
)
Net periodic pension credit (a)
18.6

 
4.5

 
13.2

 
18.6

 
18.9

 
19.0

 
19.0

Payment from Brink’s:
  

 
  

 
  

 
  

 
  

 
  

 
  

Primary U.S. pension plan
—

 
—

 
—

 
—

 
—

 
—

 
8.8

Other U.S. pension plan
0.3

 
0.2

 
0.4

 
0.9

 
0.6

 
1.3

 
0.7

Benefit plan experience gain
(24.5
)
 
—

 
(2.3
)
 
(2.4
)
 
(1.9
)
 
(1.0
)
 
—

Ending funded status
$
(123.4
)
 
(118.7
)
 
(107.4
)
 
(90.3
)
 
(72.7
)
 
(53.4
)
 
(24.9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UMWA plans
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(197.2
)
 
(205.7
)
 
(205.5
)
 
(206.6
)
 
(208.0
)
 
(210.0
)
 
(212.7
)
Net periodic postretirement credit (a)
3.5

 
(0.2
)
 
(0.7
)
 
(1.4
)
 
(2.0
)
 
(2.7
)
 
(3.6
)
Benefit plan experience gain
(11.7
)
 
—

 
—

 
—

 
—

 
—

 
—

Other
(0.3
)
 
0.4

 
(0.4
)
 
—

 
—

 
—

 
—

Ending funded status
$
(205.7
)
 
(205.5
)
 
(206.6
)
 
(208.0
)
 
(210.0
)
 
(212.7
)
 
(216.3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Black lung and other plans
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(58.3
)
 
(56.6
)
 
(55.8
)
 
(52.5
)
 
(48.6
)
 
(44.9
)
 
(41.6
)
Net periodic postretirement cost (a)
(2.2
)
 
(0.6
)
 
(1.6
)
 
(2.0
)
 
(1.9
)
 
(1.8
)
 
(1.6
)
Payment from Brink’s
6.2

 
1.4

 
4.9

 
5.9

 
5.6

 
5.1

 
4.8

Other
(2.3
)
 
—

 
—

 
—

 
—

 
—

 
—

Ending funded status
$
(56.6
)
 
(55.8
)
 
(52.5
)
 
(48.6
)
 
(44.9
)
 
(41.6
)
 
(38.4
)

(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.  We did not make cash contributions to the primary U.S. pension plan in 2015.  There are approximately 15,000 beneficiaries in the plans.

Based on current assumptions, we do not expect to make any additional contributions until 2020.

UMWA Plans
Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees.  There are approximately   3,700 beneficiaries in the UMWA plans.  The company does not expect to make additional contributions to these plans until 2027 based on actuarial assumptions.

Black Lung
Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973.  There are approximately 700 black lung beneficiaries.

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

Assumptions for U.S. Retirement Obligations
We have made various assumptions to estimate the amount of payments to be made in the future.  The most significant assumptions include:
•
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, 2015 .

41


Summary of Expenses Related to All U.S. Retirement Liabilities through 2020

This table summarizes actual and projected expense (income) related to U.S. retirement liabilities.

 
Actual
 
Actual
 
Projected
(In millions)
2015
 
1Q 2016
 
2-4Q 2016
 
FY2016
 
2017
 
2018
 
2019
 
2020
U.S. pension plans
$
12.6

 
1.6

 
4.7

 
6.3

 
3.3

 
1.9

 
1.5

 
1.2

UMWA plans
7.4

 
3.4

 
10.1

 
13.5

 
13.3

 
13.2

 
13.2

 
13.3

Black lung and other plans
6.7

 
1.6

 
4.8

 
6.4

 
6.1

 
5.3

 
3.3

 
3.0

Total
$
26.7

 
6.6

 
19.6

 
26.2

 
22.7

 
20.4

 
18.0

 
17.5


Summary of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through 2020

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)
2015
 
1Q 2016
 
2-4Q 2016
 
FY2016
 
2017
 
2018
 
2019
 
2020
Payments from Brink’s to U.S. Plans
 
 
 

 
 

 
 
 
 

 
 

 
 

 
 

Primary U.S. pension plan
$
—

 
—

 
—

 
—

 
—

 
—

 
—

 
8.8

Other U.S. pension plan
0.3

 
0.2

 
0.4

 
0.6

 
0.9

 
0.6

 
1.3

 
0.7

Black lung and other plans
6.2

 
1.4

 
4.9

 
6.3

 
5.9

 
5.6

 
5.1

 
4.8

Total
$
6.5

 
1.6

 
5.3

 
6.9

 
6.8

 
6.2

 
6.4

 
14.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments from U.S. Plans to participants
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

U.S. pension plans
$
51.0

 
12.0

 
37.7

 
49.7

 
50.5

 
50.7

 
51.7

 
51.5

UMWA plans
36.0

 
6.7

 
24.2

 
30.9

 
31.2

 
31.1

 
30.8

 
31.7

Black lung and other plans
6.2

 
1.4

 
4.9

 
6.3

 
5.9

 
5.6

 
5.1

 
4.8

Total
$
93.2

 
20.1

 
66.8

 
86.9

 
87.6

 
87.4

 
87.6

 
88.0


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

Contingent Matters
See note 11 to the consolidated financial statements for information about contingent matters at March 31, 2016 .


42


Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including 41 countries where we operate subsidiaries.  These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates.  In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program.  Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the three months ended March 31, 2016 .

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 the 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.

Changes in internal control over financial reporting.
There has been no change in our internal control over financial reporting during the quarter ended March 31, 2016 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,” “potential,” “believes,” “may,” “should” and similar expressions may identify forward-looking information.  Forward-looking information in this document includes, but is not limited to, statements regarding future performance of The Brink’s Company and its global operations, including: the scope, anticipated savings, costs and other impacts of our Reorganization and Restructuring activities; 2016 revenues, organic revenue growth, projected currency impact on revenues, operating profit and operating profit margin, income from continuing operations, non-operating expense and earnings per share, capital expenditures, capital leases and depreciation and amortization; 2016 operating profit margin in the U.S. and Mexico; the repatriation of cash from our Venezuelan and Argentinean operations; costs related to our operations in Ireland; compensation costs related to equity awards; the anticipated financial effect of pending litigation; our anticipated effective tax rate for 2016 and our tax position; net income (loss) attributable to noncontrolling interests; future pension obligations; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the non-U.S. pension plans and the expected long-term rate of return and funded status of the primary U.S. pension plan; expected liability for and future contributions to the UMWA plans; liability for black lung obligations; our ability to obtain U.S. dollars in Venezuela; and future impairments related to our operations in Venezuela.  Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated.

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

•
our ability to improve profitability in our largest five markets;
•
our ability to identify and execute further cost and operational improvements and efficiencies in our core businesses;
•
continuing market volatility and commodity price fluctuations and their impact on the demand for our services;
•
our ability to maintain or improve volumes at favorable pricing levels and increase cost and productivity efficiencies, particularly in the United States and Mexico;
•
investments in information technology and adjacent businesses and their impact on revenues 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 restrictions and devaluations, safety and security issues, political instability, restrictions on and cost of 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;
•
regulatory and labor issues in many of our global operations, including negotiations with organized labor and the possibility of work stoppages;
•
our ability to integrate successfully recently acquired companies and improve their operating profit margins;
•
costs related to dispositions and market exits;
•
our ability to identify evaluate and pursue acquisitions and other strategic opportunities, including those in the home security industry and emerging markets;
•
the willingness of our customers to absorb fuel surcharges and other future price increases;
•
our ability to obtain necessary information technology and other services at favorable pricing levels from third party service providers;

43


•
variations in costs or expenses and performance delays of any public or private sector supplier, service provider or customer;
•
our ability to obtain appropriate insurance coverage, positions taken by insurers with respect to claims made and the financial condition of insurers, safety and security performance, our loss experience, and changes in insurance costs;
•
security threats worldwide and losses of customer valuables;
•
costs associated with the purchase and implementation of cash processing and security equipment;
•
employee and environmental liabilities in connection with our former coal operations, including black lung claims incidence;
•
the impact of the Patient Protection and Affordable Care Act on UMWA and 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;
•
counterparty risk;
•
changes in estimates and assumptions underlying our critical accounting policies;
•
our ability to realize deferred tax assets;
•
the outcome of pending and future claims, litigation, and administrative proceedings;
•
public perception of the Company's business and reputation;
•
access to the capital and credit markets;
•
seasonality, pricing and other competitive industry factors; and
•
the promulgation and adoption of new accounting standards and interpretations, new government regulations and interpretation of existing regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive.  Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2015 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.



44


Part II - Other Information
Item 1.  Legal Proceedings

For a discussion of legal proceedings, see note 11 to the consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.

Item 6.  Exhibits

Exhibit
Number
10.1
Form of Internal Metric Performance Share Units Award Agreement, effective February 24, 2016.
 
 
10.2
Form of Total Shareholder Return Performance Share Units Award Agreement, effective February 24, 2016.
 
 
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, Executive 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, Executive 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 March 31, 2016, 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 March 31, 2016, and December 31, 2015, (ii)  the Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015, (iv) the Consolidated Statement of Equity for the three months ended March 31, 2016, (v) the Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015 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.


45


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
 
 
 
 
May 3, 2016
By:   /s/ Joseph W. Dziedzic
 
Joseph W. Dziedzic
 
(Executive Vice President and
 
Chief Financial Officer)
 
(principal financial officer)


46


EXHIBIT 10.1





PERSONAL & CONFIDENTIAL


To:     

From:    

Date:    

Subject:     Performance Share Units Award Agreement (Internal Metric)


Pursuant to The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), on _________________ (the “Date of Grant”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company granted to you this award of performance share units (“PSUs”) (which are eligible to become earned and payable subject to the Company’s achievement of certain internal metrics). This award provides you the opportunity to receive, subject to the Company’s achievement of the Performance Goals set forth in Schedule I to this Award Agreement and the other terms and conditions contained herein, shares of the common stock of The Brink’s Company (“BCO”). The target number of PSUs that may become earned and payable pursuant to this award is ____________ (the “Target Number”) (although, as you will see below, the number of PSUs that may become earned and payable under this award may be greater or lesser than the Target Number of PSUs).
Subject to the terms and conditions contained in this Award Agreement, the PSUs generally represent the right to receive the number of shares of BCO common stock that corresponds to the Performance Goals that the Company achieves for the Performance Period, as set forth in Schedule I to this Award Agreement. Payment of your PSUs will be made in shares of BCO common stock.
Provided you remain continuously employed by the Company or one of its subsidiaries from the Date of Grant until the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan or this Award Agreement), you shall be entitled to receive (and the Company shall deliver to you), as soon as practicable (and no later than thirty (30) days) following the relevant settlement date, the number of shares of BCO common stock described below.
At the time of settlement, the Company shall withhold from delivery a sufficient number of Shares to provide for the payment of any withholding taxes required by federal, state or local law with respect to the taxable income you will recognize from settlement of the PSUs. Upon payment of

1

the required taxes, your shares of BCO common stock, net of the number withheld to pay required withholding taxes, will be delivered to you.
You generally must remain employed by the Company or one of its subsidiaries until this award becomes earned and payable in order to be entitled to receive any BCO common stock. Except as described in the next sentence, you will forfeit your right to receive BCO common stock under this award if you terminate your employment (i) prior to the settlement date set forth below, if the award is to become earned and payable on the settlement date, or (ii) prior to a Change in Control, if the award is to become earned and payable as of the Change in Control. You will not forfeit your right to receive BCO common stock under this award if (i) the award remains outstanding after a Change in Control and your employment is terminated by the Company or one of its subsidiaries without Cause or by you for Good Reason after the Change in Control or (ii) you terminate employment by reason of Retirement, permanent and total disability or death and Section 11 of the Plan provides that your award will not terminate at such time.
Prior to your agreement to the terms of the PSUs, you will need to review the following:
•
The additional terms and conditions applying to this grant contained in this Award Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.
•
A copy of The Brink’s Company Compensation Recoupment Policy as amended from time to time (the policy in effect as of the date of grant being attached hereto as Exhibit A), which provides that incentive compensation that meets the definition of Excessive Compensation under the policy will be recouped from executive officers and other responsible parties in the event the Company is required to provide an accounting restatement for any of the prior three fiscal years, due to material noncompliance with any financial reporting requirement under the Federal securities laws. You must agree with this policy in order to receive this grant of PSUs, as outlined in Section 12(a) of this Award Agreement.
•
The Restrictive Covenant Agreement (Exhibit B), which will require that you refrain from certain activities in the event that you terminate employment with the Company and its subsidiaries. You must agree to these restrictions in order to receive this grant of PSUs, as outlined in Section 13 of this Award Agreement.



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By your signature and the authorized Company signature below and on the final page of this Award Agreement, you and the Company agree that this award is granted under and governed by the terms and conditions of The Brink’s Company 2013 Equity Incentive Plan as amended (receipt of a copy of which is hereby acknowledged), as well as this Award Agreement, all of which are incorporated as a part of this Award Agreement.
 
 
 
The Brink’s Company
 
Date
 
 
 
Employee
 
Date


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Performance Share Units Award Agreement

This AWARD AGREEMENT, dated as of _________________, is made by and between The Brink’s Company, a Virginia corporation (the “Company”), and the employee identified on page one of this Award Agreement (the “Employee”), an employee of the Company or of a subsidiary of the Company.
Effective _________________, the Compensation and Benefits Committee (the “Committee”) of the Company’s Board of Directors, acting pursuant to The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), a copy of which Plan has heretofore been furnished to the Employee, as a matter of separate inducement and agreement in connection with the employment of the Employee by the Company or any of its subsidiaries, and not in lieu of any salary or other compensation for the Employee’s services, granted to the Employee the performance share units set forth on page one of this Award Agreement (the "PSUs").
Accordingly, the parties hereto agree as follows:
1. Subject to all the terms and conditions of the Plan and this Award Agreement, the Employee is granted the PSUs (the “Award”) described above.
2. The Committee shall determine whether, and the extent to which, the Performance Goals set forth on Schedule I to this Award Agreement have been attained and, subject to the terms of the Plan and this Award Agreement, the number of Shares, if any, the Employee is eligible to receive pursuant to this Award Agreement.
3. Except as otherwise provided below, this Award shall become earned and payable, on the settlement date set forth in Schedule I to this Award Agreement, with respect to that number of Shares that equals the product of the Target Number of PSUs to which this Award applies multiplied by the earned percentage (the “Earned Percentage”) set forth in Schedule I to this Award Agreement that correlates to ________________________________________ achieved for the performance period set forth in Schedule I to this Award Agreement (the “Performance Period”), provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date.
4. (a) Notwithstanding Section 12(g) of the Plan, including, without limitation, the second sentence of such Section 12(g), however, if there is a Change in Control within the first twelve (12) months of the Performance Period and the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kinds of shares underlying this Award as may result from the Change in Control, this Award shall automatically convert, as of the Change in Control, into Restricted Stock Units (“RSUs”) for that number of Shares that equals the Target Number of PSUs subject to this Award, and such RSUs will become earned and payable,

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on the settlement date set forth in Schedule I to this Award Agreement, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date (without regard to the Performance Goals set forth on Schedule I and without any further adjustment to the number of Shares payable under such RSUs). If there is a Change in Control within the first twelve (12) months of the Performance Period and the successor company does not so assume this Award or provide a substitute award, then consistent with Section 12(g) of the Plan, including, without limitation, the second sentence of such Section 12(g), this Award shall become earned and payable, as of the Change in Control, for that number of Shares that equals the Target Number of PSUs subject to this Award, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until the Change in Control (without regard to the Performance Goals set forth on Schedule I).
(b) Notwithstanding Section 12(g) of the Plan, including, without limitation, the second sentence of such Section 12(g), if there is a Change in Control after the first twelve (12) months of the Performance Period and prior to the end of the Performance Period, and the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kinds of shares underlying the Award as may result from the Change in Control, this Award shall automatically convert, as of the Change in Control, into RSUs for that number of Shares that equals that number of PSUs that would have become earned and payable based on the Performance Goals the Company achieved for the portion of the Performance Period ending on the date of the Change in Control (with _________________ for the shortened Performance Period extrapolated ratably over the full Performance Period, based upon performance to date, to determine the Earned Percentage), and such RSUs will become earned and payable, on the settlement date set forth in Schedule 1 to this Award Agreement, provided the employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date (without any further adjustment to the number of Shares payable under such RSUs). If there is a Change in Control after the first twelve (12) months of the Performance Period and prior to the end of the Performance Period, and the successor company does not so assume this Award or provide a substitute award for this Award, then notwithstanding Section 12(g) of the Plan, including without limitation, the second sentence of Section 12(g), this Award shall become earned and payable, as of the Change in Control, for that number of Shares that equals that number of PSUs that would have become earned and payable based on the Performance Goals the Company achieved for the portion of the Performance Period ending on the date of the Change in Control (with _________________ for the shortened Performance Period extrapolated ratably over the full Performance Period, based upon performance to date, to determine the Earned Percentage), provided the employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until the Change of Control.

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(c) Notwithstanding Section 12(g) of the Plan, including without limitation, the second sentence of such Section 12(g), if there is a Change in Control after the end of the Performance Period and prior to payment of the Award, the Award shall become earned and payable (i) on the settlement date set forth in Schedule I to this Award Agreement, if the successor company assumes or provides a substitute award for the Award (with appropriate adjustments to the number and kind of shares underlying the Award as may result from the Change in Control), or (ii) as of the Change in Control, if the successor company does not assume the Award or provide a substitute award for the Award, in each case, however, with respect to that number of Shares that the Employee is entitled to receive based upon the Performance Goals the Company achieved for the Performance Period, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date or the Change in Control, as applicable.
5. Notwithstanding Section 11 of the Plan and Sections 3 and 4 of this Award Agreement, if following a Change in Control with respect to which the successor company assumes or provides a substitute award for this Award, the Employee’s employment with the Company and its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, and such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then this Award shall become earned and payable, as set forth in Section 4 of this Award Agreement, with respect to that number of Shares set forth above, notwithstanding the termination of Employee’s employment with the Company and/or its subsidiaries. Section 11 of the Plan shall continue to apply to this Award, except (i) to the extent inconsistent with the provisions of this Section 5 of the Award Agreement, in which case this Section 5 of the Award Agreement shall control, or (ii) if the application of Section 11 of the Plan were to change the time of settlement of the Award as set forth in this Award Agreement, in which case the Award Agreement shall control the time of settlement of the Award.
6. For purposes of this Award Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within thirty (30) days after written notice thereof from the Employee to the Company, which written notice must be made within ninety (90) days of the occurrence of the event:
(i)    (A)    without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, or (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities; or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary

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in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus earned by and paid to the Employee for the last three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor to the company which have benefits that are not less favorable to the Employee than the benefits available to the employee under the incentive and savings plans and programs in which the employee was eligible to participate immediately prior to the change in control; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of a successor company which have benefits that are not less favorable to the Employee than the benefits available to the employee under the welfare benefit plans and programs in which the employee was eligible to participate immediately prior to the change in control; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control; or
(ii)    without the Employee’s express written consent, the Company's or any subsidiary's requiring a change to the Employee’s work location of more than 25 miles from the Employee’s work location as of immediately prior to a Change in Control, which change increases the distance of the Employee's commute from Employee’s principal residence at the time of such change; or
(iii)    any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company or any subsidiary in the same manner and to the same extent that the Company or any subsidiary would be required to perform it if no such succession had taken place; or

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(iv)    any material breach of, or failure by the Company or one of its subsidiaries to comply with, the provisions of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company or any subsidiary.
Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two (2) years following the initial occurrence of the event constituting Good Reason.
7. Subject to the terms and conditions of this Award Agreement, the Company shall issue to the Employee that number of Shares that the Employee is entitled to receive, net of the number of Shares withheld to pay applicable withholding taxes, as soon as practicable (and within thirty (30) days) after the date the Award becomes earned and payable.
8. Except as otherwise set forth in Section 5 of this Award Agreement and Section 11 of the Plan, the PSUs or RSUs that have not become earned and payable, on or before the earlier of (i) the settlement date set forth in Schedule I to this Award Agreement and (ii) the termination of Employee’s employment with the Company and its subsidiaries, shall expire and may not become earned and payable after such time.
9. The Shares underlying the Award, until and unless delivered to the Employee, do not represent an equity interest in the Company and carry no dividend or voting rights. The Employee will not have any rights of a shareholder with respect to the Shares underlying the Award until the Shares have been properly delivered to the Employee in accordance with this Award Agreement. For the avoidance of doubt, no dividend equivalents will be paid on the PSUs or the RSUs that comprise this Award.
10. In accordance with Section 14(b) of the Plan, if the Employee hereunder is subject to the income tax laws of the United States of America, the Company shall withhold from the payment to the Employee a sufficient number of Shares to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to any taxable income resulting from such payment.
11. The Award is not transferable by the Employee otherwise than by will or by the laws of descent and distribution.
12. (a) This Award Agreement is subject to the terms and conditions of The Brink’s Company Compensation Recoupment Policy in effect as of the date of grant and as amended from time to time (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Award Agreement by reference. The Employee further acknowledges and agrees that all cash-based or equity-based incentive compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the Employee receives or is eligible to receive contemporaneously

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with or after the date of this Award Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee will be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).
(b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all awards previously granted under the applicable Incentive Plans shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof. For the avoidance of doubt, the Employee will be required to forfeit Incentive Awards, or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation. The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 12(b) without agreeing to the consent in this Section 12(b).
13. In connection with the Employee’s acceptance of this Award and in consideration of the promises contained in the PSU, the receipt and adequacy of which are hereby acknowledged, the Employee agrees to comply with the terms of the Restrictive Covenant Agreement set forth on Exhibit B of this Award Agreement, the provisions of which are incorporated in this Award Agreement by reference. This Award shall expire and may no longer become earned and/or payable on and after the time the Employee breaches the terms of the Restrictive Covenants set forth in Exhibit B, and the Employee expressly agrees to (i) return to the Company any Shares previously delivered pursuant to this Award Agreement, (ii) reimburse the Company for all withholding taxes paid in connection with settlement of the Award and (iii) pay to the Company the aggregate proceeds received from any sale or disposition of Shares previously delivered pursuant to this Award Agreement, promptly upon breach of such Restrictive Covenants.
14. All other provisions contained in the Plan, as in effect on the date of this Award Agreement are incorporated in this Award Agreement by reference. The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of a holder of an Award with respect to a previously-granted Award, the Award holder’s consent shall be required, except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. This Award Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Award. Prior to a Change in Control of the Company, and upon written notice by the Company, given by registered or certified mail, to the

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holder of the Award of any such amendment of this Award Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Award Agreement shall be deemed to incorporate the amendment to this Award Agreement or to the Plan specified in such notice, unless, with respect to any amendment that would require the consent of the holder of the Award, such holder shall, within thirty (30) days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Award Agreement shall remain unchanged. Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Award. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.
15. All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below. Such addresses may be changed at any time by notice from one party to the other.
16. This Award Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee. As used in this Award Agreement, the “Company” means the Company as defined in the preamble to this Award Agreement and any successor, “subsidiaries” of the Company include any successor thereto, and, after a Change in Control, references to the Company and its subsidiaries shall take into account the successor entity and its subsidiaries as appropriate.
17. This Award is subject to Section 409A of the Code. Accordingly, notwithstanding any provision of this Award Agreement, Section 17 of the Plan will apply to this Award, including, without limitation, Section 17(b), as necessary for the terms of the Award to comply with Section 409A of the Code. No Shares will be delivered upon a Change in Control as described above, unless the Change in Control qualifies as such under Section 409A of the Code. Delivery in that case will be made upon the settlement date set forth in Schedule I to the Award Agreement.
________________________________________________

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the day and year first above written.

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The Brink’s Company
 
Date
 
 
 
Employee
 
Date
 
Street address, City, State & ZIP


11

Schedule I

Vesting Description

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EXHIBIT A

The Brink’s Company
Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).
In the event of a Restatement, the Compensation and Benefits Committee will recoup “Excess Compensation” (as defined below) from “Covered Employees” (as defined below). In addition to the recoupment of any Excess Compensation, the Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (ii) the pursuit of other available remedies.
“Excess Compensation” means the difference between (i) the actual amount of cash-based or equity-based incentive compensation received by the Covered Employee and (ii) the compensation that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).
“Covered Employees” means (i) the executive officers of the Company, as designated by the Board of Directors from time to time and (ii) any employee whose acts or omissions were directly responsible for the events that led to the Restatement and who received Excess Compensation during the Covered Period.
For purposes of this policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “2005 Incentive Plan”), the 2013 Equity Incentive Plan (the “2013 Incentive Plan”) and any successor plan or plans.
This policy shall be communicated to all participants in the Company’s KEIP, MPIP, 2005 Incentive Plan, and 2013 Incentive Plan.
This policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall reduce the recoupment under this policy for any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304.

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EXHIBIT B

Restrictive Covenant Agreement (“RCA”)

1.      Definitions :

a.      “Company” means The Brink’s Company, or such subsidiary of The Brink’s Company which employs Employee.

b.      “Competing Business” means any person or entity that provides products or services in the business of armored vehicle transportation, secure international transportation of valuables, coin processing services, currency processing services, cash management services, safe and safe control services, payment services, security and guarding services, deposit processing services/daily overnight credit, check imaging, or jewel or precious metal vaulting, that are the same as or substantially similar to, and competitive with, the products or services provided by The Brink’s Company or its subsidiaries at any time during the twenty-four (24) months prior to the cessation of Employee’s employment.

c.      “Confidential Information” means all valuable and/or proprietary information (in oral, written, electronic or other forms) belonging to or pertaining to the Company, its customers and vendors, that is not generally known or publicly available, and which would be useful to competitors of the Company or otherwise damaging to the Company if disclosed. Confidential Information may include, but is not necessarily limited to: (i) the identity of Company customers, their purchasing histories, and the terms or proposed terms upon which Company offers or may offer its products and services to such customers, (ii) the identity of Company vendors or potential vendors, and the terms or proposed terms upon which the Company may purchase products and services from such vendors, (iii) the terms and conditions upon which the Company employs its employees and independent contractors, (iv) marketing and/or business plans and strategies, (v) financial reports and analyses regarding the revenues, expenses, profitability and operations of the Company, (vi) technology used by the Company to provide its services, and (vii) information provided to the Company by third parties under a duty to maintain the confidentiality of such information. Notwithstanding the foregoing, Confidential Information does not include information that: (i) has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company; (ii) has been independently developed and disclosed by others, or (iii) which has otherwise entered the public domain through lawful means.


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d.      “Material Contact” means Employee personally communicated with a Customer (defined below) in person, by telephone or by paper or electronic correspondence in furtherance of the business interests of the Company and within twelve (12) months prior to the cessation of Employee’s employment.

e.      “Restricted Period” means the period while the employee is employed by the Company and for twenty-four (24) months following the cessation of Employee’s employment with the Company.

f.      “Restricted Territory” means those geographic areas described on Exhibit 1 to this RCA. Employee acknowledges and agrees that this geographic area consists of those states or countries (i) in which Employee was physically located at the time Employee provided services in furtherance of the business interests of the Company, (ii) for which Employee had supervisory responsibility (in whole or in part), if any, on behalf of the Company, or (iii) to which Employee was assigned by the Company. Provided, however, that in all cases the Restricted Territory shall be limited to those states or countries where Employee provided such services or had such responsibility or assignment within twenty-four (24) months prior to the cessation of Employee’s employment. Provided further that the “Restricted Territory” shall not include any state or country where the Company either does not provide or has ceased providing products and services.

g.      “Customer” means any person or entity who or which purchased products or services from the Company in exchange for compensation within twenty-four (24) months prior to the cessation of Employee’s employment with the Company.
h.      “Vendor” means any person or entity who or which has provided products or services to the Company in exchange for compensation within twenty-four (24) months prior to the cessation of Employee’s employment with the Company.
i.      “Lines of Business of the Company” means any Company-recognized department, division or subdivision of the Company, or any of its subsidiaries or affiliates, to which Employee was assigned or which Employee supervised (directly or indirectly or in whole or in part) or for which Employee provided services as part of Employee’s employment duties within twenty-four (24) months prior to the cessation Employee’s employment.

2.      Assignment of Work Product and Inventions . Employee hereby assigns and grants to the Company (and will upon request take any actions needed to formally assign and grant to Company and/or obtain patents, trademark registrations or copyrights belonging to Company) the sole and exclusive ownership of any and all inventions, information, reports, computer software or programs, writings, technical information or work product collected or developed by Employee, alone or with others, during the term of Employee's employment relating to the Company. This duty applies

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whether or not the forgoing inventions or information are made or prepared in the course of employment with the Company, so long as such inventions or information relate to the Business of Company and have been developed in whole or in part during the term of Employee's employment. Employee agrees to advise the Company in writing of each invention that Employee, alone or with others, makes or conceives during the term of Employee's employment and which relate to the Business of Company. Notwithstanding any provision of this RCA, Employee shall not be required to assign, nor shall Employee be deemed to have assigned, any of Employee’s rights in any invention that Employee develops entirely on his own time without using Company’s equipment, supplies, facilities, or Trade Secrets, except for inventions that either: (1) relate, at the time that the invention is conceived or reduced to practice, to the Business of Company or to actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by Employee for the Company on behalf of the Company. Inventions which Employee developed before Employee came to work for the Company, if any, are described in the attached Exhibit “A” and excluded from this Section. The failure of the parties to attach any Exhibit A to this RCA shall be deemed an admission by Employee that Employee does not have any pre-existing inventions.

3.      Return of Property and Information . Employee agrees not to remove any Company property from Company premises, except when authorized by the Company. Employee agrees to return all Company property and information (whether confidential or not) within Employee’s possession or control within seven (7) calendar days following the cessation of Employee’s employment with the Company. Such property and information includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by Company to Employee or which Employee has developed or collected in the scope of Employee’s employment with the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Employee shall certify in writing that Employee has complied with this provision, and has permanently deleted all Company information from any computers or other electronic storage devices or media owned by Employee. Employee may retain information relating to Employee’s benefit plans and compensation only to the extent such information reflects employee’s individual financial and benefit information, as opposed to information and plan terms that are applicable to others.

4.      Duty of Confidentiality . Company agrees, and Employee acknowledges, that Company shall provide Confidential Information to Employee as part of the employment relationship between Company and Employee and that such information is necessary for Employee to perform Employee's duties for Company. Employee agrees that during employment with the Company and for a period of five (5) years following the cessation of Employee’s employment with the

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Company, Employee shall not, directly or indirectly, divulge or make use of any Confidential Information of the Company other than in the performance of Employee’s duties for the Company. While employed by the Company, Employee shall make all reasonable efforts to protect and maintain the confidentiality of the Confidential Information of the Company. In the event that Employee becomes aware of unauthorized disclosures of the Confidential Information by anyone at any time, whether intentionally or by accident, Employee shall promptly notify the Company. This RCA does not limit the remedies available to the Company under common or statutory law as to trade secrets or other types of confidential information, which may impose longer duties of non-disclosure.
5.      Non-Competition .
a.      Employee agrees that during the Restricted Period, and within the Restricted Territory, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, own, manage, control, or participate in the ownership, management, or control of, a Competing Business in regard to products or services that are the same as or substantially similar to, and in competition with, those offered by any Lines of Business of the Company (as defined herein) within twenty-four (24) months prior to Employee’s termination or resignation.
b.      Employee agrees that during the Restricted Period, and within the Restricted Territory, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, perform services for a Competing Business which are the same as or substantially similar to the services conducted, authorized, offered, or provided by Employee to any Lines of Business of the Company within twenty-four (24) months prior to Employee’s termination or resignation.
c.      Nothing in this RCA shall prohibit Employee from owning 5% or less of the outstanding equity or debt securities of any publicly traded Competing Business.
6.      Non-Recruitment of Company Employees and Contractors . Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicit or induce any employee or independent contractor of the Company with whom Employee had Material Contact, to terminate or lessen such employment or contract with the Company.

7.      Non-Solicitation of Company Customers. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any

17

other person or entity, solicit any Customers of the Company with whom Employee had Material Contact, for the purpose of selling any products or services for a Competing Business.

8.      Non-Solicitation of Company Vendors. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicit any actual or prospective Vendor of the Company with whom Employee had Material Contact, for the purpose of purchasing products or services to support a Competing Business.

9.      Acknowledgements . Employee acknowledges and agrees that the provisions of this RCA are reasonable as to time, scope and territory given the Company’s need to protect its Confidential Information and its relationships and goodwill with its customers, suppliers, employees and contractors, all of which have been developed at great time and expense to the Company. Employee represents that Employee has the skills and abilities to obtain alternative employment that would not violate these Restrictive Covenants in the event that Employee leaves employment with the Company, and that these Restrictive Covenants do not pose an undue hardship on Employee. Employee further acknowledges that Employee’s breach of any of these Restrictive Covenants would likely cause irreparable injury to the Company, and therefore the Company may seek, at its option, injunctive relief and the recovery of its reasonable attorney’s fees and costs incurred in defending or enforcing the Restrictive Covenants (in the event the Company is the prevailing party), in addition to or in place of any other remedies available in law or equity, including any remedies available under the PSU.
10.      Caveat . Nothing in this RCA shall prohibit Employee from working in any role or engaging in any job or activity that is not in competition with the products and services provided by the Company at the time Employee’s employment ceases.
11.      Breach does not excuse performance . Employee agrees that a breach or an alleged breach by the Company of any provision of this RCA or any other agreement shall not excuse Employee’s obligation to adhere to the provisions of this RCA and shall not constitute a defense to the enforcement thereof by the Company.
12.      Non-Disparagement . Employee agrees that Employee will not make any untrue, misleading, or defamatory statements concerning the Company or any of its subsidiaries or affiliates or any of its or their officers or directors, and will not directly or indirectly make, repeat or publish any false, disparaging, negative, unflattering, accusatory, or derogatory remarks or references, whether oral or in writing, concerning the Company or any of its subsidiaries or affiliates, or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or any of its subsidiaries or affiliates or any of its or their officers or directors. Nothing in this RCA, however,

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prohibits Employee from communicating with or cooperating in any investigations of any governmental agency on matters within their jurisdictions, provided that this RCA does prohibit Employee from recovering any relief, including without limitation monetary relief, as a result of such activities. In agreeing not to make disparaging statements regarding the Company or its subsidiaries or affiliates or its or their officers or directors, Employee acknowledges that he is making a knowing, voluntary and intelligent waiver of any and all rights he may have to make disparaging comments about the Company or its subsidiaries or affiliates or its or their officers or directors, including rights under any applicable federal and state constitutional rights.
13.      Governing Law . The terms of this RCA and any disputes arising out of it shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, except that any Virginia conflict-of-law principles that might require application of the laws of another jurisdiction shall not apply.
14.      Venue . Any dispute arising from or relating to this RCA shall be resolved exclusively in the United States District Court for the Eastern District of Virginia (Richmond Division) or the Circuit Court of Henrico County, Virginia, at the sole option of the Company, and Employee expressly consents to the personal jurisdiction in these courts and in the Commonwealth of Virginia, and hereby waives all objections to venue and jurisdiction, as well as Employee’s right to removal, if any.
15.      Construction . This RCA shall not be construed more strictly against one party than any other by virtue of the fact that it may have been prepared by counsel for one of the parties. The headings to the sections of this RCA are included for convenience only and shall not affect the interpretation of this RCA.
16.      Modification . The parties expressly agree that should a court find any provision of this RCA, or part thereof, to be unenforceable or unreasonable, the court may modify the provision, or part thereof, in a manner which renders that provision reasonable, enforceable, and in conformity with public policy.
17.      Severability . If any provision of this RCA, or part thereof, is determined to be unenforceable for any reason whatsoever, and cannot or will not be modified to render it enforceable, it shall be severable from the remainder of this RCA and shall not invalidate or affect the other provisions of this RCA, which shall remain in full force and effect and shall be enforceable according to their terms. No covenant shall be dependent upon any other covenant or provision herein, each of which stands independently.

18.      Notices . All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry

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Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below. Such addresses may be changed at any time by notice from one party to the other.

19.      Assignability . This RCA shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company. This RCA may be assigned by the Company to a successor in interest without the prior consent of the Employee.

20.      Waivers and Further Agreements . Neither this RCA nor any term or condition hereof, may be waived or modified in whole or in part as against the Company or Employee, except by written instrument executed by or on behalf of the party other than the party seeking such waiver or modification, expressly stating that it is intended to operate as a waiver or modification of this agreement or the applicable term or condition hereof.






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EXHIBIT 10.2






PERSONAL & CONFIDENTIAL


To:     

From:    

Date:    

Subject:     Performance Share Units Award Agreement (Total Shareholder Return)


Pursuant to The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), on ________________ (the “Date of Grant”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company granted to you this award of performance share units (“PSUs”) (which are eligible to become earned and payable subject to the Company’s achievement of certain relative Total Shareholder Return). This award provides you the opportunity to receive, subject to the Company’s achievement of the Performance Goals set forth in Schedule I to this Award Agreement and the other terms and conditions contained herein, shares of the common stock of The Brink’s Company (“BCO”). The target number of PSUs that may become earned and payable pursuant to this award is ____________ (the “Target Number”) (although, as you will see below, the number of PSUs that may become earned and payable under this award may be greater or lesser than the Target Number of PSUs).
Subject to the terms and conditions contained in this Award Agreement, the PSUs generally represent the right to receive the number of shares of BCO common stock that corresponds to the Performance Goals that the Company achieves for the Performance Period, as set forth in Schedule I to this Award Agreement. Payment of your PSUs will be made in shares of BCO common stock.
Provided you remain continuously employed by the Company or one of its subsidiaries from the Date of Grant until the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan or this Award Agreement), you shall be entitled to receive (and the Company shall deliver to you), as soon as practicable (and no later than thirty (30) days) following the relevant settlement date, the number of shares of BCO common stock described below.
At the time of settlement, the Company shall withhold from delivery a sufficient number of Shares to provide for the payment of any withholding taxes required by federal, state or local law with

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respect to the taxable income you will recognize from settlement of the PSUs. Upon payment of the required taxes, your shares of BCO common stock, net of the number withheld to pay required withholding taxes, will be delivered to you.
You generally must remain employed by the Company or one of its subsidiaries until this award becomes earned and payable in order to be entitled to receive any BCO common stock. Except as described in the next sentence, you will forfeit your right to receive BCO common stock under this award if you terminate your employment (i) prior to the settlement date set forth below, if the award is to become earned and payable on the settlement date, or (ii) prior to a Change in Control, if the award is to become earned and payable as of the Change in Control. You will not forfeit your right to receive BCO common stock under this award if (i) the award remains outstanding after a Change in Control and your employment is terminated by the Company or one of its subsidiaries without Cause or by you for Good Reason after the Change in Control or (ii) you terminate employment by reason of Retirement, permanent and total disability or death and Section 11 of the Plan provides that your award will not terminate at such time.
Prior to your agreement to the terms of the PSUs, you will need to review the following:
•
The additional terms and conditions applying to this grant contained in this Award Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.
•
A copy of The Brink’s Company Compensation Recoupment Policy as amended from time to time (the policy in effect as of the date of grant being attached hereto as Exhibit A), which provides that incentive compensation that meets the definition of Excessive Compensation under the policy will be recouped from executive officers and other responsible parties in the event the Company is required to provide an accounting restatement for any of the prior three fiscal years, due to material noncompliance with any financial reporting requirement under the Federal securities laws. You must agree with this policy in order to receive this grant of PSUs, as outlined in Section 12(a) of this Award Agreement.
•
The Restrictive Covenant Agreement (Exhibit B), which will require that you refrain from certain activities in the event that you terminate employment with the Company and its subsidiaries. You must agree to these restrictions in order to receive this grant of PSUs, as outlined in Section 13 of this Award Agreement.



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By your signature and the authorized Company signature below and on the final page of this Award Agreement, you and the Company agree that this award is granted under and governed by the terms and conditions of The Brink’s Company 2013 Equity Incentive Plan as amended (receipt of a copy of which is hereby acknowledged), as well as this Award Agreement, all of which are incorporated as a part of this Award Agreement.
 
 
 
The Brink’s Company
 
Date
 
 
 
Employee
 
Date


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Performance Share Units Award Agreement

This AWARD AGREEMENT, dated as of ________________, is made by and between The Brink’s Company, a Virginia corporation (the “Company”), and the employee identified on page one of this Award Agreement (the “Employee”), an employee of the Company or of a subsidiary of the Company.
Effective ________________, the Compensation and Benefits Committee (the “Committee”) of the Company’s Board of Directors, acting pursuant to The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), a copy of which Plan has heretofore been furnished to the Employee, as a matter of separate inducement and agreement in connection with the employment of the Employee by the Company or any of its subsidiaries, and not in lieu of any salary or other compensation for the Employee’s services, granted to the Employee the performance share units set forth on page one of this Award Agreement (the "PSUs").
Accordingly, the parties hereto agree as follows:
1. Subject to all the terms and conditions of the Plan and this Award Agreement, the Employee is granted the PSUs (the “Award”) described above.
2. The Committee shall determine whether, and the extent to which, the Performance Goals set forth on Schedule I to this Award Agreement have been attained and, subject to the terms of the Plan and this Award Agreement, the number of Shares, if any, the Employee is eligible to receive pursuant to this Award Agreement.
3. Except as otherwise provided below, this Award shall become earned and payable, on the settlement date set forth in Schedule I to this Award Agreement, with respect to that number of Shares that equals the product of the Target Number of PSUs to which this Award applies multiplied by the earned percentage (the “Earned Percentage”) set forth in Schedule I to this Award Agreement that correlates to the Company’s relative total shareholder return (the “Total Shareholder Return” or “TSR”) for the performance period set forth in Schedule I to this Award Agreement (the "Performance Period") as compared to _______________________________ ________________________________________________, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date.
4. (a) Notwithstanding Section 12(g) of the Plan, including, without limitation, the second sentence of such Section 12(g), however, if there is a Change in Control during the Performance Period and the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kinds of shares underlying this Award as may result from the Change in Control, this Award shall automatically convert, as of the Change in Control,

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into Restricted Stock Units (“RSUs”) for that number of Shares that would have become earned and payable based on the Performance Goals the Company achieved for the portion of the Performance Period ending on the date of the Change in Control, and such RSUs will become earned and payable, on the settlement date set forth in Schedule I to this Award Agreement, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date (without further regard to the Performance Goals set forth on Schedule I and without any further adjustment to the number of Shares payable under such RSUs). If there is a Change in Control during the Performance Period and the successor company does not so assume this Award or provide a substitute award, then consistent with Section 12(g) of the Plan, including, without limitation, the second sentence of such Section 12(g), this Award shall become earned and payable, as of the Change in Control, for that number of Shares that would have become earned and payable based on the Performance Goals the Company achieved for the portion of the Performance Period ending on the date of the Change in Control, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until the Change in Control (without regard to the Performance Goals set forth on Schedule I).
(b) Notwithstanding Section 12(g) of the Plan, including without limitation, the second sentence of such Section 12(g), if there is a Change in Control after the end of the Performance Period and prior to payment of the Award, the Award shall become earned and payable (i) on the settlement date set forth in Schedule I to this Award Agreement, if the successor company assumes or provides a substitute award for the Award (with appropriate adjustments to the number and kind of shares underlying the Award as may result from the Change in Control), or (ii) as of the Change in Control, if the successor company does not assume the Award or provide a substitute award for the Award, in each case, however, with respect to that number of Shares that the Employee is entitled to receive based upon the Performance Goals the Company achieved for the Performance Period, provided the Employee remains continuously employed with the Company or any of its subsidiaries from the Date of Grant until such settlement date or the Change in Control, as applicable.
5. Notwithstanding Section 11 of the Plan and Sections 3 and 4 of this Award Agreement, if following a Change in Control with respect to which the successor company assumes or provides a substitute award for this Award, the Employee’s employment with the Company and its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, and such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then this Award shall become earned and payable, as set forth in Section 4 of this Award Agreement, with respect to that number of Shares set forth above, notwithstanding the termination of Employee’s employment with the Company and/or its subsidiaries. Section 11 of the Plan shall continue to apply to this Award, except (i) to the extent

5
 

inconsistent with the provisions of this Section 5 of the Award Agreement, in which case this Section 5 of the Award Agreement shall control, or (ii) if the application of Section 11 of the Plan were to change the time of settlement of the Award as set forth in this Award Agreement, in which case the Award Agreement shall control the time of settlement of the Award.
6. For purposes of this Award Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within thirty (30) days after written notice thereof from the Employee to the Company, which written notice must be made within ninety (90) days of the occurrence of the event:
(i)    (A)    without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, or (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities; or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus earned by and paid to the Employee for the last three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor to the company which have benefits that are not less favorable to the Employee than the benefits available to the employee under the incentive and savings plans and programs in which the employee was eligible to participate immediately prior to the change in control; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of a successor company which have benefits that are not less favorable to the Employee than the benefits available to the employee under the welfare benefit plans and programs in which the employee was eligible to participate immediately prior to the change in control; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such

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reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control; or
(ii)    without the Employee’s express written consent, the Company's or any subsidiary's requiring a change to the Employee’s work location of more than 25 miles from the Employee’s work location as of immediately prior to a Change in Control, which change increases the distance of the Employee's commute from Employee’s principal residence at the time of such change; or
(iii)    any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company or any subsidiary in the same manner and to the same extent that the Company or any subsidiary would be required to perform it if no such succession had taken place; or
(iv)    any material breach of, or failure by the Company or one of its subsidiaries to comply with, the provisions of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company or any subsidiary.
Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two (2) years following the initial occurrence of the event constituting Good Reason.
7. Subject to the terms and conditions of this Award Agreement, the Company shall issue to the Employee that number of Shares that the Employee is entitled to receive, net of the number of Shares withheld to pay applicable withholding taxes, as soon as practicable (and within thirty (30) days) after the date the Award becomes earned and payable.
8. Except as otherwise set forth in Section 5 of this Award Agreement and Section 11 of the Plan, the PSUs or RSUs that have not become earned and payable, on or before the earlier of (i) the settlement date set forth in Schedule I to this Award Agreement and (ii) the termination of Employee’s employment with the Company and its subsidiaries, shall expire and may not become earned and payable after such time.
9. The Shares underlying the Award, until and unless delivered to the Employee, do not represent an equity interest in the Company and carry no dividend or voting rights. The Employee will not have any rights of a shareholder with respect to the Shares underlying the Award until the Shares have been properly delivered to the Employee in accordance with this Award Agreement. For the avoidance of doubt, no dividend equivalents will be paid on the PSUs or the RSUs that comprise this Award.

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10. In accordance with Section 14(b) of the Plan, if the Employee hereunder is subject to the income tax laws of the United States of America, the Company shall withhold from the payment to the Employee a sufficient number of Shares to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to any taxable income resulting from such payment.
11. The Award is not transferable by the Employee otherwise than by will or by the laws of descent and distribution.
12. (a) This Award Agreement is subject to the terms and conditions of The Brink’s Company Compensation Recoupment Policy in effect as of the date of grant and as amended from time to time (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Award Agreement by reference. The Employee further acknowledges and agrees that all cash-based or equity-based incentive compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the Employee receives or is eligible to receive contemporaneously with or after the date of this Award Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee will be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).
(b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all awards previously granted under the applicable Incentive Plans shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof. For the avoidance of doubt, the Employee will be required to forfeit Incentive Awards, or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation. The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 12(b) without agreeing to the consent in this Section 12(b).
13. In connection with the Employee’s acceptance of this Award and in consideration of the promises contained in the PSU, the receipt and adequacy of which are hereby acknowledged, the Employee agrees to comply with the terms of the Restrictive Covenant Agreement set forth on Exhibit B of this Award Agreement, the provisions of which are incorporated in this Award Agreement by reference. This Award shall expire and may no longer become earned and/or payable on and after the time the Employee breaches the terms of the Restrictive Covenants set forth in Exhibit B, and the Employee expressly agrees to (i) return to the Company any Shares previously delivered

8
 

pursuant to this Award Agreement, (ii) reimburse the Company for all withholding taxes paid in connection with settlement of the Award and (iii) pay to the Company the aggregate proceeds received from any sale or disposition of Shares previously delivered pursuant to this Award Agreement, promptly upon breach of such Restrictive Covenants.
14. All other provisions contained in the Plan, as in effect on the date of this Award Agreement are incorporated in this Award Agreement by reference. The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of a holder of an Award with respect to a previously-granted Award, the Award holder’s consent shall be required, except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. This Award Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Award. Prior to a Change in Control of the Company, and upon written notice by the Company, given by registered or certified mail, to the holder of the Award of any such amendment of this Award Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Award Agreement shall be deemed to incorporate the amendment to this Award Agreement or to the Plan specified in such notice, unless, with respect to any amendment that would require the consent of the holder of the Award, such holder shall, within thirty (30) days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Award Agreement shall remain unchanged. Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Award. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.
15. All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below. Such addresses may be changed at any time by notice from one party to the other.
16. This Award Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee. As used in this Award Agreement, the “Company” means the Company as defined in the preamble to this Award Agreement and any successor, “subsidiaries” of the Company include any successor thereto, and, after a Change in Control, references to the Company and its subsidiaries shall take into account the successor entity and its subsidiaries as appropriate.

9
 

17. This Award is subject to Section 409A of the Code. Accordingly, notwithstanding any provision of this Award Agreement, Section 17 of the Plan will apply to this Award, including, without limitation, Section 17(b), as necessary for the terms of the Award to comply with Section 409A of the Code. No Shares will be delivered upon a Change in Control as described above, unless the Change in Control qualifies as such under Section 409A of the Code. Delivery in that case will be made upon the settlement date set forth in Schedule I to the Award Agreement.
________________________________________________




[Signatures continued on next page]


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IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the day and year first above written.
 
 
 
The Brink’s Company
 
Date
 
 
 
Employee
 
Date
 
Street address, City, State & ZIP


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Schedule I

Vesting Description

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EXHIBIT A

The Brink’s Company
Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).
In the event of a Restatement, the Compensation and Benefits Committee will recoup “Excess Compensation” (as defined below) from “Covered Employees” (as defined below). In addition to the recoupment of any Excess Compensation, the Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (ii) the pursuit of other available remedies.
“Excess Compensation” means the difference between (i) the actual amount of cash-based or equity-based incentive compensation received by the Covered Employee and (ii) the compensation that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).
“Covered Employees” means (i) the executive officers of the Company, as designated by the Board of Directors from time to time and (ii) any employee whose acts or omissions were directly responsible for the events that led to the Restatement and who received Excess Compensation during the Covered Period.
For purposes of this policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “2005 Incentive Plan”), the 2013 Equity Incentive Plan (the “2013 Incentive Plan”) and any successor plan or plans.
This policy shall be communicated to all participants in the Company’s KEIP, MPIP, 2005 Incentive Plan, and 2013 Incentive Plan.
This policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall reduce the recoupment under this policy for any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304.

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EXHIBIT B

Restrictive Covenant Agreement (“RCA”)

1.      Definitions :

a.      “Company” means The Brink’s Company, or such subsidiary of The Brink’s Company which employs Employee.

b.      “Competing Business” means any person or entity that provides products or services in the business of armored vehicle transportation, secure international transportation of valuables, coin processing services, currency processing services, cash management services, safe and safe control services, payment services, security and guarding services, deposit processing services/daily overnight credit, check imaging, or jewel or precious metal vaulting, that are the same as or substantially similar to, and competitive with, the products or services provided by The Brink’s Company or its subsidiaries at any time during the twenty-four (24) months prior to the cessation of Employee’s employment.

c.      “Confidential Information” means all valuable and/or proprietary information (in oral, written, electronic or other forms) belonging to or pertaining to the Company, its customers and vendors, that is not generally known or publicly available, and which would be useful to competitors of the Company or otherwise damaging to the Company if disclosed. Confidential Information may include, but is not necessarily limited to: (i) the identity of Company customers, their purchasing histories, and the terms or proposed terms upon which Company offers or may offer its products and services to such customers, (ii) the identity of Company vendors or potential vendors, and the terms or proposed terms upon which the Company may purchase products and services from such vendors, (iii) the terms and conditions upon which the Company employs its employees and independent contractors, (iv) marketing and/or business plans and strategies, (v) financial reports and analyses regarding the revenues, expenses, profitability and operations of the Company, (vi) technology used by the Company to provide its services, and (vii) information provided to the Company by third parties under a duty to maintain the confidentiality of such information. Notwithstanding the foregoing, Confidential Information does not include information that: (i) has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company; (ii) has been independently developed and disclosed by others, or (iii) which has otherwise entered the public domain through lawful means.


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d.      “Material Contact” means Employee personally communicated with a Customer (defined below) in person, by telephone or by paper or electronic correspondence in furtherance of the business interests of the Company and within twelve (12) months prior to the cessation of Employee’s employment.

e.      “Restricted Period” means the period while the employee is employed by the Company and for twenty-four (24) months following the cessation of Employee’s employment with the Company.

f.      “Restricted Territory” means those geographic areas described on Exhibit 1 to this RCA. Employee acknowledges and agrees that this geographic area consists of those states or countries (i) in which Employee was physically located at the time Employee provided services in furtherance of the business interests of the Company, (ii) for which Employee had supervisory responsibility (in whole or in part), if any, on behalf of the Company, or (iii) to which Employee was assigned by the Company. Provided, however, that in all cases the Restricted Territory shall be limited to those states or countries where Employee provided such services or had such responsibility or assignment within twenty-four (24) months prior to the cessation of Employee’s employment. Provided further that the “Restricted Territory” shall not include any state or country where the Company either does not provide or has ceased providing products and services.

g.      “Customer” means any person or entity who or which purchased products or services from the Company in exchange for compensation within twenty-four (24) months prior to the cessation of Employee’s employment with the Company.
h.      “Vendor” means any person or entity who or which has provided products or services to the Company in exchange for compensation within twenty-four (24) months prior to the cessation of Employee’s employment with the Company.
i.      “Lines of Business of the Company” means any Company-recognized department, division or subdivision of the Company, or any of its subsidiaries or affiliates, to which Employee was assigned or which Employee supervised (directly or indirectly or in whole or in part) or for which Employee provided services as part of Employee’s employment duties within twenty-four (24) months prior to the cessation Employee’s employment.

2.      Assignment of Work Product and Inventions . Employee hereby assigns and grants to the Company (and will upon request take any actions needed to formally assign and grant to Company and/or obtain patents, trademark registrations or copyrights belonging to Company) the sole and exclusive ownership of any and all inventions, information, reports, computer software or programs, writings, technical information or work product collected or developed by Employee, alone or with others, during the term of Employee's employment relating to the Company. This duty applies

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whether or not the forgoing inventions or information are made or prepared in the course of employment with the Company, so long as such inventions or information relate to the Business of Company and have been developed in whole or in part during the term of Employee's employment. Employee agrees to advise the Company in writing of each invention that Employee, alone or with others, makes or conceives during the term of Employee's employment and which relate to the Business of Company. Notwithstanding any provision of this RCA, Employee shall not be required to assign, nor shall Employee be deemed to have assigned, any of Employee’s rights in any invention that Employee develops entirely on his own time without using Company’s equipment, supplies, facilities, or Trade Secrets, except for inventions that either: (1) relate, at the time that the invention is conceived or reduced to practice, to the Business of Company or to actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by Employee for the Company on behalf of the Company. Inventions which Employee developed before Employee came to work for the Company, if any, are described in the attached Exhibit “A” and excluded from this Section. The failure of the parties to attach any Exhibit A to this RCA shall be deemed an admission by Employee that Employee does not have any pre-existing inventions.

3.      Return of Property and Information . Employee agrees not to remove any Company property from Company premises, except when authorized by the Company. Employee agrees to return all Company property and information (whether confidential or not) within Employee’s possession or control within seven (7) calendar days following the cessation of Employee’s employment with the Company. Such property and information includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by Company to Employee or which Employee has developed or collected in the scope of Employee’s employment with the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Employee shall certify in writing that Employee has complied with this provision, and has permanently deleted all Company information from any computers or other electronic storage devices or media owned by Employee. Employee may retain information relating to Employee’s benefit plans and compensation only to the extent such information reflects employee’s individual financial and benefit information, as opposed to information and plan terms that are applicable to others.

4.      Duty of Confidentiality . Company agrees, and Employee acknowledges, that Company shall provide Confidential Information to Employee as part of the employment relationship between Company and Employee and that such information is necessary for Employee to perform Employee's duties for Company. Employee agrees that during employment with the Company and for a period of five (5) years following the cessation of Employee’s employment with the

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Company, Employee shall not, directly or indirectly, divulge or make use of any Confidential Information of the Company other than in the performance of Employee’s duties for the Company. While employed by the Company, Employee shall make all reasonable efforts to protect and maintain the confidentiality of the Confidential Information of the Company. In the event that Employee becomes aware of unauthorized disclosures of the Confidential Information by anyone at any time, whether intentionally or by accident, Employee shall promptly notify the Company. This RCA does not limit the remedies available to the Company under common or statutory law as to trade secrets or other types of confidential information, which may impose longer duties of non-disclosure.
5.      Non-Competition .
a.      Employee agrees that during the Restricted Period, and within the Restricted Territory, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, own, manage, control, or participate in the ownership, management, or control of, a Competing Business in regard to products or services that are the same as or substantially similar to, and in competition with, those offered by any Lines of Business of the Company (as defined herein) within twenty-four (24) months prior to Employee’s termination or resignation.
b.      Employee agrees that during the Restricted Period, and within the Restricted Territory, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, perform services for a Competing Business which are the same as or substantially similar to the services conducted, authorized, offered, or provided by Employee to any Lines of Business of the Company within twenty-four (24) months prior to Employee’s termination or resignation.
c.      Nothing in this RCA shall prohibit Employee from owning 5% or less of the outstanding equity or debt securities of any publicly traded Competing Business.
6.      Non-Recruitment of Company Employees and Contractors . Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicit or induce any employee or independent contractor of the Company with whom Employee had Material Contact, to terminate or lessen such employment or contract with the Company.

7.      Non-Solicitation of Company Customers. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any

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other person or entity, solicit any Customers of the Company with whom Employee had Material Contact, for the purpose of selling any products or services for a Competing Business.

8.      Non-Solicitation of Company Vendors. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicit any actual or prospective Vendor of the Company with whom Employee had Material Contact, for the purpose of purchasing products or services to support a Competing Business.

9.      Acknowledgements . Employee acknowledges and agrees that the provisions of this RCA are reasonable as to time, scope and territory given the Company’s need to protect its Confidential Information and its relationships and goodwill with its customers, suppliers, employees and contractors, all of which have been developed at great time and expense to the Company. Employee represents that Employee has the skills and abilities to obtain alternative employment that would not violate these Restrictive Covenants in the event that Employee leaves employment with the Company, and that these Restrictive Covenants do not pose an undue hardship on Employee. Employee further acknowledges that Employee’s breach of any of these Restrictive Covenants would likely cause irreparable injury to the Company, and therefore the Company may seek, at its option, injunctive relief and the recovery of its reasonable attorney’s fees and costs incurred in defending or enforcing the Restrictive Covenants (in the event the Company is the prevailing party), in addition to or in place of any other remedies available in law or equity, including any remedies available under the PSU.
10.      Caveat . Nothing in this RCA shall prohibit Employee from working in any role or engaging in any job or activity that is not in competition with the products and services provided by the Company at the time Employee’s employment ceases.
11.      Breach does not excuse performance . Employee agrees that a breach or an alleged breach by the Company of any provision of this RCA or any other agreement shall not excuse Employee’s obligation to adhere to the provisions of this RCA and shall not constitute a defense to the enforcement thereof by the Company.
12.      Non-Disparagement . Employee agrees that Employee will not make any untrue, misleading, or defamatory statements concerning the Company or any of its subsidiaries or affiliates or any of its or their officers or directors, and will not directly or indirectly make, repeat or publish any false, disparaging, negative, unflattering, accusatory, or derogatory remarks or references, whether oral or in writing, concerning the Company or any of its subsidiaries or affiliates, or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or any of its subsidiaries or affiliates or any of its or their officers or directors. Nothing in this RCA, however,

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prohibits Employee from communicating with or cooperating in any investigations of any governmental agency on matters within their jurisdictions, provided that this RCA does prohibit Employee from recovering any relief, including without limitation monetary relief, as a result of such activities. In agreeing not to make disparaging statements regarding the Company or its subsidiaries or affiliates or its or their officers or directors, Employee acknowledges that he is making a knowing, voluntary and intelligent waiver of any and all rights he may have to make disparaging comments about the Company or its subsidiaries or affiliates or its or their officers or directors, including rights under any applicable federal and state constitutional rights.
13.      Governing Law . The terms of this RCA and any disputes arising out of it shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, except that any Virginia conflict-of-law principles that might require application of the laws of another jurisdiction shall not apply.
14.      Venue . Any dispute arising from or relating to this RCA shall be resolved exclusively in the United States District Court for the Eastern District of Virginia (Richmond Division) or the Circuit Court of Henrico County, Virginia, at the sole option of the Company, and Employee expressly consents to the personal jurisdiction in these courts and in the Commonwealth of Virginia, and hereby waives all objections to venue and jurisdiction, as well as Employee’s right to removal, if any.
15.      Construction . This RCA shall not be construed more strictly against one party than any other by virtue of the fact that it may have been prepared by counsel for one of the parties. The headings to the sections of this RCA are included for convenience only and shall not affect the interpretation of this RCA.
16.      Modification . The parties expressly agree that should a court find any provision of this RCA, or part thereof, to be unenforceable or unreasonable, the court may modify the provision, or part thereof, in a manner which renders that provision reasonable, enforceable, and in conformity with public policy.
17.      Severability . If any provision of this RCA, or part thereof, is determined to be unenforceable for any reason whatsoever, and cannot or will not be modified to render it enforceable, it shall be severable from the remainder of this RCA and shall not invalidate or affect the other provisions of this RCA, which shall remain in full force and effect and shall be enforceable according to their terms. No covenant shall be dependent upon any other covenant or provision herein, each of which stands independently.

18.      Notices . All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry

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Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below. Such addresses may be changed at any time by notice from one party to the other.

19.      Assignability . This RCA shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company. This RCA may be assigned by the Company to a successor in interest without the prior consent of the Employee.

20.      Waivers and Further Agreements . Neither this RCA nor any term or condition hereof, may be waived or modified in whole or in part as against the Company or Employee, except by written instrument executed by or on behalf of the party other than the party seeking such waiver or modification, expressly stating that it is intended to operate as a waiver or modification of this agreement or the applicable term or condition hereof.





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EXHIBIT 31.1
 
I, Thomas C. Schievelbein, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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:            May 3, 2016



 
/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 March 31, 2016 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:           May 3, 2016
 


 
  /s/ Joseph W. Dziedzic
 
 
Joseph W. Dziedzic
 
 
Executive 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  March 31, 2016 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)

May 3, 2016


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  March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph W. Dziedzic, Executive 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
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

May 3, 2016


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.