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 June 30, 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 July 26, 2016 , 49,535,599 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)
June 30, 2016
 
December 31, 2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
169.6

 
181.9

Restricted cash
50.7

 
16.4

Accounts receivable, net
490.0

 
478.1

Prepaid expenses and other
119.3

 
101.3

Total current assets
829.6

 
777.7

 
 
 
 
Property and equipment, net
539.0

 
549.0

Goodwill
192.8

 
185.3

Other intangibles
28.7

 
28.5

Deferred income taxes
324.7

 
329.8

Other
74.3

 
76.4

 
 
 
 
Total assets
$
1,989.1

 
1,946.7

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

 
 
 
 
Current liabilities:
 

 
 

Short-term borrowings
$
77.2

 
32.6

Current maturities of long-term debt
32.3

 
39.8

Accounts payable
126.6

 
155.3

Accrued liabilities
377.9

 
401.2

Restricted cash held for customers
41.5

 
12.9

Total current liabilities
655.5

 
641.8

 
 
 
 
Long-term debt
373.0

 
358.1

Accrued pension costs
208.2

 
219.4

Retirement benefits other than pensions
258.5

 
259.2

Deferred income taxes
8.0

 
8.1

Other
127.8

 
129.5

Total liabilities
1,631.0

 
1,616.1

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


 


 
 
 
 
Equity:
 

 
 

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

 
 

Common stock
49.5

 
48.9

Capital in excess of par value
606.4

 
599.6

Retained earnings
548.6

 
561.3

Accumulated other comprehensive loss
(863.7
)
 
(891.9
)
Brink’s shareholders
340.8

 
317.9

 
 
 
 
Noncontrolling interests
17.3

 
12.7

 
 
 
 
Total equity
358.1

 
330.6

 
 
 
 
Total liabilities and equity
$
1,989.1

 
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 June 30,
 
Six Months 
 Ended June 30,
(In millions, except for per share amounts)
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Revenues
$
739.5

 
760.3

 
$
1,461.3

 
1,536.4

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Cost of revenues
604.5

 
620.9

 
1,201.5

 
1,250.0

Selling, general and administrative expenses
106.7

 
120.0

 
217.0

 
232.3

Total costs and expenses
711.2

 
740.9

 
1,418.5

 
1,482.3

Other operating expense
6.2

 
34.0

 
6.9

 
55.8

 
 
 
 
 
 
 
 
Operating profit (loss)
22.1

 
(14.6
)
 
35.9

 
(1.7
)
 
 
 
 
 
 
 
 
Interest expense
(4.9
)
 
(4.7
)
 
(9.8
)
 
(9.6
)
Interest and other income
0.7

 
0.4

 
0.7

 
0.8

Income (loss) from continuing operations before tax
17.9

 
(18.9
)
 
26.8

 
(10.5
)
Provision for income taxes
14.5

 
7.6

 
23.9

 
23.1

 
 
 
 
 
 
 
 
Income (loss) from continuing operations
3.4

 
(26.5
)
 
2.9

 
(33.6
)
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations, net of tax
—

 
0.1

 
—

 
(2.3
)
 
 
 
 
 
 
 
 
Net income (loss)
3.4

 
(26.4
)
 
2.9

 
(35.9
)
Less net income (loss) attributable to noncontrolling interests
3.1

 
(13.5
)
 
5.7

 
(20.0
)
 
 
 
 
 
 
 
 
Net income (loss) attributable to Brink’s
0.3

 
(12.9
)
 
(2.8
)
 
(15.9
)
 
 
 
 
 
 
 
 
Amounts attributable to Brink’s
 
 
 
 
 
 
 
Continuing operations
0.3

 
(13.0
)
 
(2.8
)
 
(13.6
)
Discontinued operations
—

 
0.1

 
—

 
(2.3
)
 
 
 
 
 
 
 
 
Net income (loss) attributable to Brink’s
$
0.3

 
(12.9
)
 
$
(2.8
)
 
(15.9
)
 
 
 
 
 
 
 
 
Income (loss) per share attributable to Brink’s common shareholders (a) :
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
0.01

 
(0.26
)
 
$
(0.06
)
 
(0.28
)
Discontinued operations
—

 
—

 
—

 
(0.05
)
Net income (loss)
$
0.01

 
(0.26
)
 
$
(0.06
)
 
(0.32
)
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
Continuing operations
$
0.01

 
(0.26
)
 
$
(0.06
)
 
(0.28
)
Discontinued operations
—

 
—

 
—

 
(0.05
)
Net income (loss)
$
0.01

 
(0.26
)
 
$
(0.06
)
 
(0.32
)
 
 
 
 
 
 
 
 
Weighted-average shares
 
 
 
 
 
 
 
Basic
49.9

 
49.3

 
49.7

 
49.2

Diluted
50.3

 
49.3

 
49.7

 
49.2

 
 
 
 
 
 
 
 
Cash dividends paid per common share
$
0.10

 
0.10

 
$
0.20

 
0.20

(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 June 30,
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income (loss)
$
3.4

 
(26.4
)
 
$
2.9

 
(35.9
)
 
 
 
 
 
 
 
 
Benefit plan adjustments:
 

 
 

 
 
 
 
Benefit plan experience gains
12.6

 
13.4

 
24.3

 
27.6

Benefit plan prior service cost
(0.6
)
 
(0.5
)
 
(1.0
)
 
(3.5
)
Deferred profit sharing
—

 
0.2

 
—

 
0.2

Total benefit plan adjustments
12.0

 
13.1

 
23.3

 
24.3

 
 
 
 
 
 
 
 
Foreign currency translation adjustments
(3.5
)
 
6.9

 
14.3

 
(43.5
)
Unrealized net losses on available-for-sale securities
(0.2
)
 
(0.1
)
 
—

 
(0.1
)
Gains (losses) on cash flow hedges
(0.1
)
 
0.4

 
(0.4
)
 
0.4

Other comprehensive income (loss) before tax
8.2

 
20.3

 
37.2

 
(18.9
)
Provision for income taxes
4.2

 
4.5

 
8.0

 
8.5

 
 
 
 
 
 
 
 
Other comprehensive income (loss)
4.0

 
15.8

 
29.2

 
(27.4
)
 
 
 
 
 
 
 
 
Comprehensive income (loss)
7.4

 
(10.6
)
 
32.1

 
(63.3
)
Less comprehensive income (loss) attributable to noncontrolling interests
3.3

 
(13.0
)
 
6.7

 
(20.9
)
 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to Brink's
$
4.1

 
2.4

 
$
25.4

 
(42.4
)
See accompanying notes to consolidated financial statements.


4


THE BRINK’S COMPANY
and subsidiaries
 
Consolidated Statement of Equity

Six Months ended June 30, 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)
—

 
—

 
—

 
(2.8
)
 
—

 
5.7

 
2.9

Other comprehensive income
—

 
—

 
—

 
—

 
28.2

 
1.0

 
29.2

Common stock issued
0.1

 
0.1

 
2.4

 
—

 
—

 
—

 
2.5

Dividends to:
 

 
 

 
 

 
 

 
 

 
 

 
 

Brink’s common shareholders ($0.20 per share)
—

 
—

 
—

 
(9.8
)
 
—

 
—

 
(9.8
)
Noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(2.1
)
 
(2.1
)
Share-based compensation:
 

 
 

 
 

 
 

 
 

 
 

 
 

Stock awards and options:
 

 
 

 
 

 
 

 
 

 
 

 
 

Compensation expense
—

 
—

 
4.9

 
—

 
—

 
—

 
4.9

Consideration from exercise of stock options
0.1

 
0.1

 
3.4

 
—

 
—

 
—

 
3.5

Other share-based benefit programs
0.4

 
0.4

 
(3.9
)
 
(0.1
)
 
—

 
—

 
(3.6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of June 30, 2016
49.5

 
$
49.5

 
606.4

 
548.6

 
(863.7
)
 
17.3

 
358.1

See accompanying notes to consolidated financial statements
 

5


THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income (loss)
$
2.9

 
(35.9
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Loss from discontinued operations, net of tax
—

 
2.3

Depreciation and amortization
65.1

 
73.2

Share-based compensation expense
4.9

 
8.5

Deferred income taxes
(2.5
)
 
(4.1
)
Gains and losses:
 
 
 
Marketable securities
(0.5
)
 
(0.1
)
Property and other assets
1.7

 
(0.5
)
Business acquisitions and dispositions
(0.1
)
 
—

Venezuela impairment
—

 
34.5

Other impairment losses
5.4

 
1.3

Retirement benefit funding (more) less than expense:
 
 
 
Pension
6.5

 
2.9

Other than pension
7.3

 
5.1

Remeasurement losses due to Venezuela currency devaluation
4.6

 
18.2

Other operating
1.9

 
3.4

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable and income taxes receivable
(31.3
)
 
(35.4
)
Accounts payable, income taxes payable and accrued liabilities
(33.9
)
 
(15.4
)
Customer obligations
(14.7
)
 
6.7

Prepaid and other current assets
(6.2
)
 
(19.3
)
Other
2.3

 
(0.8
)
Discontinued operations
—

 
(2.0
)
Net cash provided by operating activities
13.4

 
42.6

Cash flows from investing activities:
 

 
 

Capital expenditures
(45.0
)
 
(35.2
)
Marketable securities:
 
 
 
Purchases
(8.7
)
 
—

Sales
8.6

 
0.4

Cash proceeds from sale of property, equipment and investments
2.9

 
0.6

Other
(0.7
)
 
(0.5
)
Discontinued operations
—

 
1.9

Net cash used by investing activities
(42.9
)
 
(32.8
)
Cash flows from financing activities:
 

 
 

Borrowings (repayments) of debt:
 

 
 

Short-term debt
39.1

 
(12.4
)
Long-term revolving credit facilities:
 
 
 
Borrowings
294.9

 
295.7

Repayments
(278.1
)
 
(315.7
)
Other long-term debt:
 

 
 

Borrowings
1.3

 
82.1

Repayments
(25.1
)
 
(25.8
)
Debt financing costs
—

 
(2.0
)
Common stock issued
2.5

 
—

Dividends to:
 

 
 

Shareholders of Brink’s
(9.8
)
 
(9.7
)
Noncontrolling interests in subsidiaries
(2.1
)
 
(4.1
)
Proceeds from exercise of stock options
3.5

 
3.6

Minimum tax withholdings associated with share-based compensation
(4.8
)
 
(0.8
)
Other
1.3

 
0.4

Net cash provided by financing activities
22.7

 
11.3

Effect of exchange rate changes on cash
(5.5
)
 
(16.2
)
Cash and cash equivalents:
 

 
 

Increase (decrease)
(12.3
)
 
4.9

Balance at beginning of period
181.9

 
176.2

Balance at end of period
$
169.6

 
181.1

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 $18.2 million net remeasurement loss in the first half of 2015. The after-tax effect of this loss attributable to noncontrolling interests was $5.6 million for the first half 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. At March 31, 2016, the DICOM rate was approximately 273 bolivars to the dollar. During the second quarter of 2016, the rate declined 57% to close at approximately 628 bolivars to the dollar at June 30, 2016 . We have received only minimal U.S. dollars through this exchange mechanism. We recognized a $4.6 million net remeasurement loss in the first six months of 2016 .  However, the after-tax effect in the current period attributable to noncontrolling interest was income of $2.6 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 $16.4 million at June 30, 2016 , and $13.5 million at December 31, 2015 .
•
Our investment in our Venezuelan operations on an equity-method basis declined.  Our investment was $20.4 million at June 30, 2016 , which included $8.8 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 $2.8 million (including $6.8 million of cash and cash equivalents) at June 30, 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 $112.7 million at June 30, 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. The current carrying value of the long-lived assets of our Venezuelan operations is $8.6 million at June 30, 2016 .  We have not reclassified any of the $112.7 million of accumulated other comprehensive losses attributable to Brink’s shareholders related to Brink’s Venezuela into earnings.

Ireland
Due to management's decision in the first quarter of 2016 to exit the Republic of Ireland, the prospective impacts of shutting down this operation are included in items not allocated to segments and are excluded from the operating segments effective March 1, 2016. This activity is also excluded from the consolidated non-GAAP results. Beginning May 1, 2016, due to management's decision to also exit Northern Ireland, the results of shutting down these operations are treated similarly to the Republic of Ireland. Revenues from both Ireland operations to be shut down in 2016 were approximately $20 million in 2015. In the first half of 2016, charges excluded from non-GAAP results include $4.6 million in severance costs, $1.8 million in property impairment charges and an additional $4.0 million in operating and other exit costs. Brink's expects it could recognize additional operating and disposition-related costs of up to approximately $5 million later this year. International shipments to and from Ireland will continue to be provided through Brink’s Global Services.

Restricted Cash
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. In connection with this offering, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation (see Note 10). During the second quarter of 2016, we identified a misclassification in our December 31, 2015 consolidated balance sheet included in our 2015 Annual Report on Form 10-K. This misclassification, which was corrected on our December 31, 2015 condensed consolidated balance sheet included on our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, decreased our December 31, 2015 cash and cash equivalents balance and increased restricted cash by $16.4 million , increased restricted cash held for customers and decreased accrued liabilities by $12.9 million , increased short term borrowings and decreased current maturities of long-term debt by $3.5 million . This misclassification had no impact on our December 31, 2015 current assets and current

8


liabilities and it did not impact our consolidated statement of operations, but will impact the December 31, 2015 consolidated statement of cash flows by reducing net cash provided by operating activities from $208.8 million to $195.9 million and increasing net cash used by financing activities from $49.0 million to $52.5 million . Neither of these changes affect comparability to the previous period. Accordingly, we do not consider this correction to be material to our consolidated balance sheet or statement of cash flows.

Argentina
We use the official exchange rate to translate the Brink's Argentina balance sheet and income statement. At June 30, 2016 , the official exchange rate was approximately 15.0 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.

In the first six 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 six months of 2015 . These conversion losses are classified in the income statement as other operating income (expense). At June 30, 2016 , we had cash denominated in Argentine pesos of $7.0 million .

New Accounting Standards
In May 2014, the FASB issued Accounting Standards Update ("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. Subsequently, the FASB has continued to refine the standard and has issued several amendments. 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 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.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments , which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. ASU 2016-13 is effective January 1, 2020, with early adoption permitted January 1, 2019. 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 June 30,
 
Three Months Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Reportable Segments:
 
 
 
 
 
 
 
U.S.
$
182.5

 
184.1

 
$
(1.5
)
 
6.4

France
107.9

 
107.4

 
10.1

 
6.7

Mexico
77.3

 
85.1

 
3.1

 
4.5

Brazil
66.9

 
67.7

 
2.5

 
2.1

Canada
38.2

 
39.6

 
1.4

 
2.4

Largest 5 Markets
472.8

 
483.9

 
15.6

 
22.1

Latin America
85.0

 
91.2

 
20.8

 
19.2

EMEA
96.2

 
112.3

 
9.9

 
9.1

Asia
41.5

 
38.6

 
7.0

 
5.9

Global Markets
222.7

 
242.1

 
37.7

 
34.2

Payment Services
21.0

 
22.1

 
(2.0
)
 
(3.7
)
Total reportable segments
716.5

 
748.1

 
51.3

 
52.6

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

 
—

 
(16.1
)
 
(25.3
)
Foreign currency transaction gains (losses)
—

 
—

 
1.4

 
1.1

Reconciliation of segment policies to GAAP
—

 
—

 
1.3

 
2.2

Other items not allocated to segments:
 
 
 
 
 
 
 
Venezuela operations
21.5

 
12.2

 
0.9

 
(39.1
)
Reorganization and Restructuring
—

 
—

 
(2.1
)
 
1.2

U.S. and Mexican retirement plans
—

 
—

 
(8.1
)
 
(7.6
)
Acquisitions and dispositions
1.5

 
—

 
(6.5
)
 
0.3

Total
$
739.5

 
760.3

 
$
22.1

 
(14.6
)

 
Revenues
 
Operating Profit
 
Six Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Reportable Segments:
 
 
 
 
 
 
 
U.S.
$
361.3

 
367.7

 
$
(3.7
)
 
14.7

France
212.7

 
213.1

 
14.6

 
10.8

Mexico
152.2

 
170.8

 
6.3

 
12.4

Brazil
126.9

 
141.5

 
8.6

 
8.2

Canada
74.1

 
78.4

 
3.2

 
4.1

Largest 5 Markets
927.2

 
971.5

 
29.0

 
50.2

Latin America
164.2

 
182.0

 
38.3

 
35.7

EMEA
191.6

 
228.0

 
16.8

 
17.3

Asia
80.5

 
77.3

 
13.4

 
12.4

Global Markets
436.3

 
487.3

 
68.5

 
65.4

Payment Services
41.9

 
44.9

 
(2.0
)
 
(3.2
)
Total reportable segments
1,405.4

 
1,503.7

 
95.5

 
112.4

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

 
—

 
(33.7
)
 
(42.9
)
Foreign currency transaction gains (losses)
—

 
—

 
2.7

 
(3.7
)
Reconciliation of segment policies to GAAP
—

 
—

 
4.5

 
5.4

Other items not allocated to segments:
 
 
 
 
 
 
 
Venezuela operations
53.6

 
32.7

 
2.7

 
(57.0
)
Reorganization and Restructuring
—

 
—

 
(8.1
)
 
(0.3
)
U.S. and Mexican retirement plans
—

 
—

 
(15.4
)
 
(15.9
)
Acquisitions and dispositions
2.3

 
—

 
(12.3
)
 
0.3

Total
$
1,461.3

 
1,536.4

 
$
35.9

 
(1.7
)

See "Other Items Not Allocated to Segment" on pages 33 – 34 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 June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
—

 
—

 
2.7

 
2.6

 
2.7

 
2.6

Interest cost on projected benefit obligation
9.3

 
9.0

 
3.1

 
3.0

 
12.4

 
12.0

Return on assets – expected
(13.6
)
 
(13.6
)
 
(2.5
)
 
(2.4
)
 
(16.1
)
 
(16.0
)
Amortization of losses
6.2

 
7.7

 
1.2

 
1.2

 
7.4

 
8.9

Amortization of prior service cost
—

 
—

 
0.2

 
0.2

 
0.2

 
0.2

Settlement loss
—

 
—

 
0.6

 
1.1

 
0.6

 
1.1

Net periodic pension cost
$
1.9

 
3.1

 
5.3

 
5.7

 
7.2

 
8.8

 
 
 
 
 
 
 
 
 
 
 
 
Included in:
 

 
 

 
 

 
 

 
 

 
 

Continuing operations
$
1.9

 
3.1

 
5.3

 
5.7

 
7.2

 
8.8

Discontinued operations
—

 
—

 
—

 
—

 
—

 
—

Net periodic pension cost
$
1.9

 
3.1

 
5.3

 
5.7

 
7.2

 
8.8

 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
—

 
—

 
5.5

 
5.5

 
5.5

 
5.5

Interest cost on projected benefit obligation
18.5

 
18.0

 
6.5

 
6.2

 
25.0

 
24.2

Return on assets – expected
(27.3
)
 
(27.3
)
 
(4.8
)
 
(4.8
)
 
(32.1
)
 
(32.1
)
Amortization of losses
12.3

 
15.5

 
2.4

 
2.5

 
14.7

 
18.0

Amortization of prior service cost
—

 
—

 
0.2

 
0.2

 
0.2

 
0.2

Settlement loss
—

 
—

 
1.4

 
3.4

 
1.4

 
3.4

Net periodic pension cost
$
3.5

 
6.2

 
11.2

 
13.0

 
14.7

 
19.2

 
 
 
 
 
 
 
 
 
 
 
 
Included in:
 

 
 

 
 

 
 

 
 

 
 

Continuing operations
$
3.5

 
6.2

 
11.2

 
11.9

 
14.7

 
18.1

Discontinued operations
—

 
—

 
—

 
1.1

 
—

 
1.1

Net periodic pension cost
$
3.5

 
6.2

 
11.2

 
13.0

 
14.7

 
19.2

We did not make cash contributions to the primary U.S. pension plan in 2015 or the first half of 2016.  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 United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.

12



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 June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
—

 
—

 
—

 
0.1

 
—

 
0.1

Interest cost on accumulated postretirement benefit obligations
4.8

 
4.2

 
0.7

 
0.7

 
5.5

 
4.9

Return on assets – expected
(4.3
)
 
(5.1
)
 
—

 
—

 
(4.3
)
 
(5.1
)
Amortization of losses
4.5

 
3.7

 
0.7

 
0.8

 
5.2

 
4.5

Amortization of prior service (credit) cost
(1.2
)
 
(1.1
)
 
0.4

 
0.4

 
(0.8
)
 
(0.7
)
Net periodic postretirement cost
$
3.8

 
1.7

 
1.8

 
2.0

 
5.6

 
3.7

 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
$
—

 
—

 
—

 
0.1

 
—

 
0.1

Interest cost on accumulated postretirement benefit obligations
9.4

 
8.7

 
1.3

 
1.4

 
10.7

 
10.1

Return on assets – expected
(8.7
)
 
(10.3
)
 
—

 
—

 
(8.7
)
 
(10.3
)
Amortization of losses
8.8

 
8.0

 
1.2

 
1.5

 
10.0

 
9.5

Amortization of prior service (credit) cost
(2.3
)
 
(2.3
)
 
0.9

 
0.9

 
(1.4
)
 
(1.4
)
Net periodic postretirement cost
$
7.2

 
4.1

 
3.4

 
3.9

 
10.6

 
8.0


13


Note 4 - Income taxes

Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Continuing operations
 
 
 
 
 
 
 
Provision for income taxes (in millions)
$
14.5

 
7.6

 
$
23.9

 
23.1

Effective tax rate
81.0
%
 
(40.2
)%
 
89.2
%
 
(220.0
%)

2016 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first six months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant losses related to 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 six months.

Excluding those items, our effective tax rate on continuing operations in the first six months of 2016 is 56% .  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 and a French income tax credit.

2015 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first six months of 2015 was negative when compared to 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 and from the Venezuela impairment recorded in the second quarter.  These nondeductible expenses caused our earnings before tax in the period to be negative.

Excluding these nondeductible expenses, our effective tax rate on continuing operations in the first six months is 46% . The rate was higher than 35% primarily due to cross border payments, nondeductible expenses in Mexico and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.
 

14


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 June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 
 
 
 
 
 
 
 
 
Benefit plan adjustments
$
(0.8
)
 
0.2

 
12.6

 
(4.5
)
 
7.5

Foreign currency translation adjustments
(3.5
)
 
—

 
—

 
—

 
(3.5
)
Unrealized gains (losses) on available-for-sale securities
0.3

 
(0.2
)
 
(0.5
)
 
0.2

 
(0.2
)
Gains (losses) on cash flow hedges
(1.2
)
 
0.4

 
1.1

 
(0.3
)
 
—

 
(5.2
)
 
0.4

 
13.2

 
(4.6
)
 
3.8

 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.2

 
—

 
0.2

Foreign currency translation adjustments
—

 
—

 
—

 
—

 
—

 
—

 
—

 
0.2

 
—

 
0.2

 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(0.8
)
 
0.2

 
12.8

 
(4.5
)
 
7.7

Foreign currency translation adjustments
(3.5
)
 
—

 
—

 
—

 
(3.5
)
Unrealized gains (losses) on available-for-sale securities (b)
0.3

 
(0.2
)
 
(0.5
)
 
0.2

 
(0.2
)
Gains (losses) on cash flow hedges (c)
(1.2
)
 
0.4

 
1.1

 
(0.3
)
 
—

 
$
(5.2
)
 
0.4

 
13.4

 
(4.6
)
 
4.0

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2015
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
$
(1.1
)
 
0.3

 
14.1

 
(4.8
)
 
8.5

Foreign currency translation adjustments
6.5

 
—

 
—

 
—

 
6.5

Unrealized losses on available-for-sale securities
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Gains (losses) on cash flow hedges
(0.2
)
 
—

 
0.6

 
—

 
0.4

 
5.2

 
0.3

 
14.6

 
(4.8
)
 
15.3

 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.1

 
—

 
0.1

Foreign currency translation adjustments
0.4

 
—

 
—

 
—

 
0.4

 
0.4

 
—

 
0.1

 
—

 
0.5

 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(1.1
)
 
0.3

 
14.2

 
(4.8
)
 
8.6

Foreign currency translation adjustments
6.9

 
—

 
—

 
—

 
6.9

Unrealized losses on available-for-sale securities (b)
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Gains (losses) on cash flow hedges (c)
(0.2
)
 
—

 
0.6

 
—

 
0.4

 
$
5.6

 
0.3

 
14.7

 
(4.8
)
 
15.8



15


 
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)
Six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 
 
 
 
 
 
 
 
 
Benefit plan adjustments
$
(1.9
)
 
0.5

 
24.9

 
(8.7
)
 
14.8

Foreign currency translation adjustments
13.6

 
—

 
—

 
—

 
13.6

Unrealized gains (losses) on available-for-sale securities
0.5

 
(0.2
)
 
(0.5
)
 
0.2

 
—

Gains (losses) on cash flow hedges
(2.2
)
 
0.5

 
1.8

 
(0.3
)
 
(0.2
)
 
10.0

 
0.8

 
26.2

 
(8.8
)
 
28.2

 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.3

 
—

 
0.3

Foreign currency translation adjustments
0.7

 
—

 
—

 
—

 
0.7

 
0.7

 
—

 
0.3

 
—

 
1.0

 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(1.9
)
 
0.5

 
25.2

 
(8.7
)
 
15.1

Foreign currency translation adjustments
14.3

 
—

 
—

 
—

 
14.3

Unrealized gains (losses) on available-for-sale securities (b)
0.5

 
(0.2
)
 
(0.5
)
 
0.2

 
—

Gains (losses) on cash flow hedges (c)
(2.2
)
 
0.5

 
1.8

 
(0.3
)
 
(0.2
)
 
$
10.7

 
0.8

 
26.5

 
(8.8
)
 
29.2

 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2015
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
Amounts attributable to Brink's:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
$
(5.7
)
 
1.5

 
29.8

 
(10.0
)
 
15.6

Foreign currency translation adjustments
(42.4
)
 
—

 
—

 
—

 
(42.4
)
Unrealized losses on available-for-sale securities
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Gains (losses) on cash flow hedges
1.9

 
—

 
(1.5
)
 
—

 
0.4

 
(46.2
)
 
1.5

 
28.2

 
(10.0
)
 
(26.5
)
 
 
 
 
 
 
 
 
 
 
Amounts attributable to noncontrolling interests:
 

 
 

 
 

 
 

 
 

Benefit plan adjustments
—

 
—

 
0.2

 
—

 
0.2

Foreign currency translation adjustments
(1.1
)
 
—

 
—

 
—

 
(1.1
)
 
(1.1
)
 
—

 
0.2

 
—

 
(0.9
)
 
 
 
 
 
 
 
 
 
 
Total
 

 
 

 
 

 
 

 
 

Benefit plan adjustments (a)
(5.7
)
 
1.5

 
30.0

 
(10.0
)
 
15.8

Foreign currency translation adjustments
(43.5
)
 
—

 
—

 
—

 
(43.5
)
Unrealized losses on available-for-sale securities (b)
—

 
—

 
(0.1
)
 
—

 
(0.1
)
Gains (losses) on cash flow hedges (c)
1.9

 
—

 
(1.5
)
 
—

 
0.4

 
$
(47.3
)
 
1.5

 
28.4

 
(10.0
)
 
(27.4
)

(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 June 30,
 
Six Months Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Total net periodic retirement benefit cost included in:
 
 
 
 
 
 
 
Cost of revenues
$
10.5

 
8.8

 
20.9

 
18.7

Selling, general and administrative expenses
2.3

 
3.7

 
4.4

 
7.4


(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) ( $0.8 million of losses in the three months ended June 30, 2016 and $0.4 million of losses in the three months ended June 30, 2015 ; as well as $1.4 million of losses in the six months ended June 30, 2016 and $1.9 million of gains in the six months ended June 30, 2015 )
•
interest and other income (expense) ( $0.1 million of losses in the three months ended June 30, 2016 and $0.1 million of losses in the three months ended June 30, 2015 ; as well as $0.2 million of losses in the six months ended June 30, 2016 and $0.3 million of losses in the six months ended June 30, 2015 ).

16



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
(1.4
)
 
13.6

 
0.3

 
(1.7
)
 
10.8

Amounts reclassified from accumulated other comprehensive loss
16.2

 
—

 
(0.3
)
 
1.5

 
17.4

Other comprehensive income (loss) attributable to Brink's
14.8

 
13.6

 
—

 
(0.2
)
 
28.2

Balance as of June 30, 2016
$
(555.7
)
 
(309.0
)
 
1.1

 
(0.1
)
 
(863.7
)


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)
June 30, 2016
 
December 31, 2015
 
 
 
 
Unsecured notes issued in a private placement
 
 
 
Carrying value
$
85.7

 
92.9

Fair value
90.1

 
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 six 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 June 30, 2016 , the notional value of our shorter term outstanding foreign currency forward and swap contracts was $57.0 million , with 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 June 30, 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 June 30, 2016 , the notional value of this contract was $11.1 million with a weighted average maturity of 0.8 years . 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 June 30, 2016 , the fair value of this longer term contract was a net asset of $4.3 million , of which $2.3 million is included in prepaid expenses and other and $2.0 million is included in other assets on the consolidated balances sheet.  

In the first quarter of 2016, we entered into two interest rate swaps with a total notional value of $40 million . These swaps were entered into to hedge cash flow risk associated with changes in variable interest rates and are designated as cash flow hedges for accounting purposes. At June 30, 2016 , the fair value of these swaps was a net liability of $0.8 million .

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


17


Note 7 - Share-based compensation plans

We have share-based compensation plans to attract and 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 ("2005 Plan") and the 2013 Equity Incentive Plan ("2013 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 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 June 30, 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 is 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
 
Compensation Expense
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in millions)
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Performance Share Units
$
1.0

 
2.0

 
2.3

 
4.5

Market Share Units
—

 
0.3

 
0.2

 
1.9

Restricted Stock Units
0.9

 
0.9

 
2.0

 
1.9

Deferred Stock Units
0.1

 
0.1

 
0.3

 
0.2

Stock Options
0.1

 
—

 
0.1

 
—

Share-based payment expense
2.1

 
3.3

 
4.9

 
8.5

Income tax benefit
(0.7
)
 
(1.1
)
 
(1.7
)
 
(2.9
)
Share-based payment expense, net of tax
$
1.4

 
2.2

 
3.2

 
5.6

Stock Options
In 2016, we granted performance-based stock options. In addition to a service condition, these awards also contain a performance condition as well as a market condition. We measure the fair value of these options at the grant date using a Monte Carlo simulation model.

The following table summarizes performance-based stock option activity during the first six months of 2016 : 
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2015
—

 
$
—

Granted
400.0

 
5.92

Forfeited
—

 
—

Exercised
—

 
—

Outstanding balance as of June 30, 2016
400.0

 
$
5.92


18




Restricted Stock Units (“RSUs”)
We granted RSUs that contain only a service condition. 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 six months of 2016 : 
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
273.0

 
$
26.16

Granted
169.7

 
28.59

Forfeited
(15.6
)
 
26.15

Vested
(90.5
)
 
26.53

Nonvested balance as of June 30, 2016
336.6

 
$
27.29

Performance Share Units ("PSUs”)
Prior to 2016, we granted PSUs which contained a performance condition, a market condition and a service condition. In 2016, we granted Internal Metric PSUs ("IM PSUs") and Total Shareholder Return PSUs ("TSR PSUs").

IM PSUs contain a performance condition as well as a service 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 majority of 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.
Other IM PSUs granted in 2016 have a performance period from July 1, 2016 to June 30, 2017, with an additional two years of service required.

TSR PSUs contain a market condition as well as a service condition. We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model.  For the TSR PSUs granted in 2016, the performance period is from January 1, 2016 to December 1, 2018.

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

 
$
25.93

Granted
315.9

 
29.06

Forfeited
(18.8
)
 
26.95

Vested (a)
(162.9
)
 
23.73

Nonvested balance as of June 30, 2016
637.6

 
$
28.01

(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”)
Prior to 2016, we granted MSUs which contain a market condition as well as a service condition. We measure the fair value of MSUs using a Monte Carlo simulation model.

The following table summarizes all MSU activity during the first six 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
(1.2
)
 
23.34

Vested (a)
(84.3
)
 
27.30

Nonvested balance as of June 30, 2016
173.3

 
$
27.48

(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.

19


Deferred Stock Units ("DSUs")
We granted DSUs to our independent directors. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock.

In 2015 and 2016, 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 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 six months of 2016 :
 
Shares
(in thousands)
 
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2015
21.4

 
$
32.79

Granted
26.0

 
29.35

Forfeited
—

 
—

Vested
(21.4
)
 
31.72

Nonvested balance as of June 30, 2016
26.0

 
$
29.35



Note 8 - Shares used to calculate earnings per share
 
Three Months 
 Ended June 30,
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Weighted-average shares:
 
 
 
 
 
 
 
Basic (a)
49.9

 
49.3

 
49.7

 
49.2

Effect of dilutive stock awards and options
0.4

 
—

 
—

 
—

Diluted
50.3

 
49.3

 
49.7

 
49.2

 
 
 
 
 
 
 
 
Antidilutive stock awards and options excluded from denominator
0.2

 
1.5

 
1.3

 
1.5


(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 and 0.5 million in the six months ended June 30, 2016 , and 0.6 million in the three months and 0.5 million in the six months ended June 30, 2015 .

20


Note 9 - Loss from discontinued operations

 
Three Months 
 Ended June 30,
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Loss from operations (a)(b)
$
—

 
—

 
$
—

 
(2.4
)
Loss on sale (a)
—

 
(0.1
)
 
—

 
(0.8
)
Adjustments to contingencies of former operations (c) :
 

 
 

 
 

 
 

Other
0.1

 
—

 
0.1

 
(0.1
)
(Income) loss from discontinued operations before income taxes
0.1

 
(0.1
)
 
0.1

 
(3.3
)
Provision (benefit) for income taxes
0.1

 
(0.2
)
 
0.1

 
(1.0
)
(Income) loss from discontinued operations, net of tax
$
—

 
0.1

 
$
—

 
(2.3
)

(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 six months of 2015.
(b)
The loss from operations in the first six 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
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
Cash paid for:
 
 
 
Interest
9.6

 
9.5

Income taxes, net
37.8

 
26.5


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 six 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 six 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 $12.7 million in armored vehicles and other equipment under capital lease arrangements in the first six months of 2016 compared to $6.2 million in armored vehicles and point of sale equipment acquired under capital lease arrangements in the first six months of 2015 .

Cash Supply Chain Services
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. As part of this service offering, we have entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements is used in the process of managing these customers' cash supply chains. The cash for which we have temporary title and the cash borrowed under these customer lending arrangements is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.

At June 30, 2016 , we held $50.7 million of restricted cash ( $9.2 million represented short-term borrowings and $41.5 million represented restricted cash held for customers). At December 31, 2015 , we held $16.4 million of restricted cash ( $3.5 million represented short-term borrowings and $12.9 million represented restricted cash held for customers).

21



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 June 30, 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.


22


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 $4.4 million in costs in the first half of 2016 related to employee severance, contract terminations, and lease terminations associated with the restructuring. The 2015 Reorganization and Restructuring is expected to reduce the global workforce by approximately 1,000 positions and is projected to result in $20 to $25 million in 2016 cost savings. At June 30, 2016, the actions under this program were substantially completed, with cumulative pretax charges of approximately $16 million .

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

 
—

 
—

 
6.3

Expense
2.7

 
0.2

 
1.5

 
4.4

Payments and utilization
(6.2
)
 
(0.2
)
 
(0.7
)
 
(7.1
)
Foreign currency exchange effects
0.1

 
—

 
(0.1
)
 
—

Balance as of June 30, 2016
$
2.9

 
—

 
0.7

 
3.6


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 $3.8 million in charges, primarily severance costs, in the first half of 2016. At June 30, 2016 , all expenses related to these restructuring actions had been paid out in cash, including the departure of our former CEO in May 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 $0.3 million of pretax charges in the first six 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.





23


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.


24


RESULTS OF OPERATIONS

Consolidated Review

GAAP and 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 that do not reflect the ordinary earnings of our operations 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 39–41.

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 29) and the accounting effects of reporting Venezuela under highly inflationary accounting.

 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions, except for per share amounts)
2016
 
2015
 
Change
 
2016
 
2015
 
Change
GAAP
 
 
 
 
 
 
 
 
 
 
 
Revenues
739.5

 
760.3

 
(3
)
 
1,461.3

 
1,536.4

 
(5
)
Cost of revenues
604.5

 
620.9

 
(3
)
 
1,201.5

 
1,250.0

 
(4
)
Selling, general and administrative expenses
106.7

 
120.0

 
(11
)
 
217.0

 
232.3

 
(7
)
Operating profit (loss)
22.1

 
(14.6
)
 
fav

 
35.9

 
(1.7
)
 
fav

Income (loss) from continuing operations (a)
0.3

 
(13.0
)
 
fav

 
(2.8
)
 
(13.6
)
 
(79
)
Diluted EPS from continuing operations (a)
0.01

 
(0.26
)
 
fav

 
(0.06
)
 
(0.28
)
 
(79
)
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP (b)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP revenues
716.5

 
748.1

 
(4
)
 
1,405.4

 
1,503.7

 
(7
)
Non-GAAP operating profit
37.9

 
30.6

 
24

 
69.0

 
71.2

 
(3
)
Non-GAAP income from continuing operations (a)
19.0

 
14.8

 
28

 
33.9

 
36.7

 
(8
)
Non-GAAP diluted EPS from continuing operations (a)
0.38

 
0.30

 
27

 
0.68

 
0.74

 
(8
)

(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 39–41.


GAAP Basis
Analysis of Consolidated Results: Second Quarter 2016 versus Second Quarter 2015
Consolidated Revenues    Revenues decreased $20.8 million or 3% due to unfavorable changes in currency exchange rates ($80.7 million) and the impact of dispositions ($9.4 million), partially offset by organic growth in Venezuela ($34.5 million), Latin America ($21.2 million), Brazil ($8.8 million), and Mexico ($6.2 million).  A significant portion of the reduction in revenues from currency exchange rates relates to the strengthening of the U.S. dollar against the Venezuela bolivar, Brazilian real, Mexican peso and most currencies in Latin America.  Revenues increased 9% on an organic basis due mainly to higher average selling prices in Venezuela and Latin America (including the effects of inflation). See above for our definition of “organic.”

Consolidated Costs and Expenses   Cost of revenues decreased 3% to $604.5 million as inflation-based cost increases, including labor costs were more than offset by changes in currency rates.  Selling, general and administrative costs decreased 11% to $106.7 million due primarily to changes in currency exchange rates and lower incentive-based compensation.

Consolidated Operating Profit Operating profit increased $36.7 million due mainly to:
•
a $34.5 million charge in 2015 related to impairment of fixed assets in Venezuela which did not reoccur in 2016,
•
organic increases in Venezuela ($12.1 million), Latin America ($10.0 million), and France ($3.2 million), and
•
lower corporate expenses ($8.2 million on an organic basis),
partially offset by:
•
unfavorable changes in currency exchange rates ($13.7 million)
•
an organic decrease in the U.S. ($7.9 million) and
•
operating losses recorded in association with the exit of operations in Ireland ($4.5 million).

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts   Income from continuing operations attributable to Brink’s shareholders in 2016 increased $13.3 million to $0.3 million primarily due to the operating profit increase mentioned above, partially offset by higher income attributable to noncontrolling interests ($16.6 million) and higher income tax expense ($6.9 million).  Earnings per share from continuing operations was $0.01, up from negative $0.26 in 2015.

25



Analysis of Consolidated Results: First Half 2016 versus First Half 2015
Consolidated Revenues    Revenues decreased $75.1 million or 5% due to unfavorable changes in currency exchange rates ($212.5 million), the impact of dispositions ($15.7 million), and an organic decrease in EMEA ($13.0 million), partially offset by organic growth in Venezuela ($93.6 million), Latin America ($38.8 million), Brazil ($17.3 million), and Mexico ($10.8 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 10% on an organic basis due mainly to higher average selling prices in Venezuela and Latin America (including the effects of inflation). See page 25 for our definition of “organic.”

Consolidated Costs and Expenses   Cost of revenues decreased 4% to $1,201.5 million as higher labor costs from inflation-based increases, including labor costs, were more than offset by changes in currency rates.  Selling, general and administrative costs decreased 7% to $217.0 million due primarily to changes in currency exchange rates, and lower incentive-based compensation.

Consolidated Operating Profit Operating profit increased $37.6 million due mainly to:
•
a $34.5 million charge in 2015 related to impairment of fixed assets in Venezuela, which did not reoccur in 2016,
•
an organic increase in Venezuela ($34.4 million), Latin America ($18.6 million), France ($3.6 million), and Brazil ($2.8 million),
•
a lower remeasurement loss of net monetary assets ($13.6 million) as a result of the devaluation of the Venezuelan currency (an $18.2 million charge in 2015 compared to a $4.6 million charge in 2016) and
•
lower corporate expenses ($8.2 million on an organic basis),
partially offset by:
•
unfavorable changes in currency exchange rates ($34.2 million), excluding the effects of Venezuela devaluations,
•
organic decreases in the U.S. ($18.4 million) and Mexico ($4.9 million) and
•
costs recorded in association with the exit of operations in Ireland ($10.4 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 decreased $10.8 million to negative $2.8 million primarily due to the operating profit increase mentioned above, partially offset by higher income attributable to noncontrolling interests ($25.7 million). Earnings per share from continuing operations was negative $0.06, up from negative $0.28 in 2015.


Non-GAAP Basis
Analysis of Consolidated Results: Second Quarter 2016 versus Second Quarter 2015
Non-GAAP Consolidated Revenues     Non-GAAP revenues decreased $31.6 million or 4% due to unfavorable changes in currency exchange rates ($55.5 million) and the impact of dispositions ($10.9 million), partially offset by organic growth in Latin America ($21.2 million), Brazil ($8.8 million), and Mexico ($6.2 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 5% on an organic basis due mainly to higher average selling prices in Latin America (including the effects of inflation).  See page 25 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit   Non-GAAP operating profit increased $7.3 million in 2016 primarily due to:
•
organic increases in Latin America ($10.0 million), and France ($3.2 million), and
•
lower corporate expenses ($8.2 million on an organic basis),
partially offset by:
•
unfavorable changes in currency exchange rates ($8.6 million) and
•
an organic decrease in the U.S. ($7.9 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 increased $4.2 million to $19.0 million primarily due to the non-GAAP operating profit increase mentioned above, partially offset by a higher non-GAAP tax expense ($3.4 million). Non-GAAP earnings per share from continuing operations was $0.38, up from $0.30 in 2015.



26


Analysis of Consolidated Results: First Half 2016 versus First Half 2015
Non-GAAP Consolidated Revenues     Non-GAAP revenues decreased $98.3 million or 7% due to unfavorable changes in currency exchange rates ($139.8 million), the impact of dispositions ($18.0 million), and an organic decrease in EMEA ($13.0 million), partially offset by organic growth in Latin America ($38.8 million), Brazil ($17.3 million), and Mexico ($10.8 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 4% on an organic basis due mainly to higher average selling prices in Latin America (including the effects of inflation).  See page 25 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit   Non-GAAP operating profit decreased $2.2 million in 2016 primarily due to:
•
unfavorable changes in currency exchange rates ($13.6 million) and
•
organic decreases in the U.S. ($18.4 million) and Mexico ($4.9 million),
partially offset by:
•
an organic increase in Latin America ($18.6 million), France ($3.6 million), and Brazil ($2.8 million) and
•
lower corporate expenses ($8.2 million on an organic basis).

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 $2.8 million to $33.9 million primarily due to the non-GAAP operating profit decrease mentioned above. Non-GAAP earnings per share from continuing operations was $0.68, down from $0.74 in 2015.


27



Outlook

Outlook for 2016
On a GAAP basis, our organic revenue growth rate for 2016 compared to our 2015 GAAP results is expected to be approximately 6% or $175 million , and our estimate of the negative impact of changes in currency exchange rates on revenues is approximately 8% or $254 million .  Our operating profit margin on a GAAP basis is expected to be in the range of 4.6% to 5.1% .  

Our organic revenue growth rate for 2016 compared to our 2015 Non-GAAP results is expected to be approximately 5% or $140 million , and our estimate of the negative impact of changes in currency exchange rates on revenues is approximately 6% or $182 million .  Our operating profit margin on a non-GAAP basis is expected to be in the range of 6.4% to 6.9% .  Operating profit margin in the U.S. is expected to be 0.7% to 2% . Operating profit margin in Mexico is expected to be approximately 7% .

(In millions except as noted)
2015
GAAP
 
2015
Non-GAAP (a)
 
2016
GAAP
Outlook (b)
 
2016
Non-GAAP
Outlook (a)
Revenues
$
3,061

 
2,977

 
~2,950

 
~2,900

Operating profit (loss)
57

 
157

 
135 – 150

 
185 – 200

Nonoperating expense
(16
)
 
(15
)
 
(17)

 
(17)

Provision for income taxes
(67
)
 
(52
)
 
—

 
(66) – (71)

Noncontrolling interests
16

 
(5
)
 
(8) – (10)

 
(5) – (7)

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

 
—

 
97 – 107

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

 
—

 
1.95 – 2.10

 
 
 
 
 
 
 
 
Operating profit margin
1.8
%
 
5.3
%
 
4.6% – 5.1%

 
6.4% – 6.9%

 
 
 
 
 
 
 
 
Effective income tax rate
161.8
%
 
37.0
%
 
—

 
39.0
%
 
 
 
 
 
 
 
 
Fixed assets acquired (c)
 
 
 
 
 
 
 
Capital expenditures
$
101

 
97

 
100 – 110

 
95 – 105

Capital leases (d)
19

 
19

 
35

 
35

Total
$
120

 
116

 
135 – 145

 
130 – 140

 
 
 
 
 
 
 
 
Depreciation and amortization of fixed assets (c)
$
136

 
132

 
125 – 135

 
125 – 135

 
 
 
 
 
 
 
 
Adjusted EBITDA (e)
 
 
291

 
 
 
305 – 330

Key Metrics
Revenues Change
 
Operating Profit Change
 
EPS Change
 
2016
GAAP
Outlook (b)
 
% Change vs. 2015
 
2016
Non-GAAP
Outlook (a)
 
% Change vs. 2015
 
2016
GAAP
Outlook (b)
 
2016
Non-GAAP
Outlook (a)
 
2016
Non-GAAP
Outlook (a)
Organic
175

 
6

 
140

 
5

 
97 – 112

 
43 – 58

 
0.40 – 0.55
Dispositions
(32
)
 
(1
)
 
(35
)
 
(1
)
 
—

 
5

 
0.10
Currency
(254
)
 
(8
)
 
(182
)
 
(6
)
 
(19
)
 
(20
)
 
(0.24)
Total
(111
)
 
(4
)
 
(77
)
 
(3
)
 
78 – 93

 
28 – 43

 
0.26 – 0.41


Amounts may not add due to rounding

(a)
See pages 39-41 for information about reconciliations to GAAP. The 2016 Non-GAAP outlook amounts for provision for income taxes, income (loss) from continuing operations, EPS from continuing operations, effective income tax rate and Adjusted EBITDA cannot be reconciled to GAAP without unreasonable effort. We cannot reconcile these amounts to GAAP because we are unable to accurately forecast the tax impact of Venezuela operations and the related exchange rates used to measure those operations. The impact of Venezuela operations and related exchange rates during the remainder of 2016 could be significant to our full-year GAAP provision for income taxes, and, therefore, to income (loss) from continuing operations, EPS from continuing operations, effective income tax rate and Adjusted EBITDA.
(b)
2016 GAAP outlook includes the actual impact of Venezuela operations through June, 30, 2016, but does not include any forecasted amounts from Venezuela operations for the second half of 2016.
(c)
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.
(d)
Includes capital leases for newly acquired assets only.
(e)
Adjusted EBITDA is defined as non-GAAP income from continuing operations excluding the impact of non-GAAP interest expense, non-GAAP income tax provision and non-GAAP depreciation and amortization.


28


Revenues and Operating Profit by Segment: Second Quarter 2016 versus Second Quarter 2015
 
 
 
Organic
 
Acquisitions /
 
 
 
 
 
% Change
 (In millions)
2Q'15
 
Change
 
Dispositions (a)
 
Currency (b)
 
2Q'16
 
Total
 
Organic
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
184.1

 
(1.6
)
 
—

 
—

 
182.5

 
(1
)
 
(1
)
France
107.4

 
(1.6
)
 
—

 
2.1

 
107.9

 
—

 
(1
)
Mexico
85.1

 
6.2

 
—

 
(14.0
)
 
77.3

 
(9
)
 
7

Brazil
67.7

 
8.8

 
—

 
(9.6
)
 
66.9

 
(1
)
 
13

Canada
39.6

 
0.4

 
—

 
(1.8
)
 
38.2

 
(4
)
 
1

Largest 5 Markets
483.9

 
12.2

 
—

 
(23.3
)
 
472.8

 
(2
)
 
3

Latin America
91.2

 
21.2

 
—

 
(27.4
)
 
85.0

 
(7
)
 
23

EMEA
112.3

 
(3.7
)
 
(10.9
)
 
(1.5
)
 
96.2

 
(14
)
 
(3
)
Asia
38.6

 
3.6

 
—

 
(0.7
)
 
41.5

 
8

 
9

Global Markets
242.1

 
21.1

 
(10.9
)
 
(29.6
)
 
222.7

 
(8
)
 
9

Payment Services
22.1

 
1.5

 
—

 
(2.6
)
 
21.0

 
(5
)
 
7

Revenues - non-GAAP
748.1

 
34.8

 
(10.9
)
 
(55.5
)
 
716.5

 
(4
)
 
5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
12.2

 
34.5

 
1.5

 
(25.2
)
 
23.0

 
89

 
fav

Revenues - GAAP
$
760.3

 
69.3

 
(9.4
)
 
(80.7
)
 
739.5

 
(3
)
 
9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
6.4

 
(7.9
)
 
—

 
—

 
(1.5
)
 
unfav

 
unfav

France
6.7

 
3.2

 
—

 
0.2

 
10.1

 
51

 
48

Mexico
4.5

 
(0.9
)
 
—

 
(0.5
)
 
3.1

 
(31
)
 
(20
)
Brazil
2.1

 
0.7

 
—

 
(0.3
)
 
2.5

 
19

 
33

Canada
2.4

 
(0.9
)
 
—

 
(0.1
)
 
1.4

 
(42
)
 
(38
)
Largest 5 Markets
22.1

 
(5.8
)
 
—

 
(0.7
)
 
15.6

 
(29
)
 
(26
)
Latin America
19.2

 
10.0

 
—

 
(8.4
)
 
20.8

 
8

 
52

EMEA
9.1

 
(0.1
)
 
1.0

 
(0.1
)
 
9.9

 
9

 
(1
)
Asia
5.9

 
1.1

 
—

 
—

 
7.0

 
19

 
19

Global Markets
34.2

 
11.0

 
1.0

 
(8.5
)
 
37.7

 
10

 
32

Payment Services
(3.7
)
 
1.5

 
—

 
0.2

 
(2.0
)
 
(46
)
 
(41
)
Corporate expenses (c)
(22.0
)
 
8.2

 
—

 
0.4

 
(13.4
)
 
(39
)
 
(37
)
Operating profit - non-GAAP
30.6

 
14.9

 
1.0

 
(8.6
)
 
37.9

 
24

 
49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
(45.2
)
 
39.3

 
(4.8
)
 
(5.1
)
 
(15.8
)
 
(65
)
 
(87
)
Operating profit (loss) - GAAP
$
(14.6
)
 
54.2

 
(3.8
)
 
(13.7
)
 
22.1

 
fav

 
fav

Amounts may not add due to rounding.

(a)
Includes operating results and gains/losses on acquisitions and dispositions of assets and 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 pages 33–34 for more information.



29


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

Largest 5 Markets

U.S.   Revenues decreased 1% ($1.6 million) due to organic revenue decline as a result of lower volume.  Operating profit decreased $7.9 million to a loss of $1.5 million due to higher fleet and insurance costs, as well as an asset write-off.

France   Revenues remained flat due to a favorable currency impact ($2.1 million), offset by a 1% organic decrease ($1.6 million) driven by a decline in guarding activities. Operating profit increased 51% ($3.4 million) due to growth in cash management and a benefit recognized related to social charges.

Mexico   Revenues decreased 9% ($7.8 million) due to unfavorable currency impact ($14.0 million), partially offset by a 7% organic increase ($6.2 million) from volume growth.  Operating profit decreased 31% ($1.4 million) due to an organic decrease ($0.9 million) due to new business costs, and unfavorable currency impact ($0.5 million).

Brazil   Revenues decreased 1% ($0.8 million) primarily due to the negative impact of currency exchange rates ($9.6 million), partially offset by 13% organic growth ($8.8 million) driven by price and volume increases.  Operating profit increased 19% ($0.4 million) as unfavorable currency ($0.3 million) was offset by organic growth ($0.7 million) on productivity improvements.

Canada   Revenues decreased 4% ($1.4 million) primarily due to the negative impact of currency exchange rates ($1.8 million).  Operating profit decreased 42% ($1.0 million) driven primarily by inflationary cost increases and low revenue growth.

Global Markets

Latin America   Revenues decreased 7% ($6.2 million) as the negative impact of currency exchange rates ($27.4 million) was partially offset by organic growth of 23% ($21.2 million) driven by inflation-based price increases in Argentina.  Operating profit increased 8% ($1.6 million) driven by higher organic results in Argentina and Chile, partially offset by unfavorable currency impact ($8.4 million). Argentina accounted for over half of Latin America profit in the second quarter of 2016.

EMEA   Revenues decreased 14% ($16.1 million) primarily due to the impact of dispositions ($10.9 million), as well as organic revenue decreases throughout the region on lower BGS volumes.  Operating profit increased 9% ($0.8 million) due primarily to the favorable impact of dispositions ($1.0 million) and higher profits in Israel, partially offset by lower profits in the United Kingdom and Switzerland.

Asia   Revenues increased 8% ($2.9 million) due mainly to organic growth across the region. Operating profit increased 19% ($1.1 million) primarily due to the revenue growth.

Payment Services

Payment Services   Revenues decreased 5% ($1.1 million) as negative currency ($2.6 million) was partially offset by 7% organic growth ($1.5 million).  Operating profit increased 46% ($1.7 million) driven by revenue growth and lower marketing expenditures related to increasing cardholders in the U.S. Payments business, partially offset by a decline in Brazil.

30


Revenues and Operating Profit by Segment: First Half 2016 versus First Half 2015  
 
 
 
Organic
 
Acquisitions /
 
 
 
 
 
% Change
 (In millions)
YTD '15
 
Change
 
Dispositions (a)
 
Currency (b)
 
YTD '16
 
Total
 
Organic
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
367.7

 
(6.4
)
 
—

 
—

 
361.3

 
(2
)
 
(2
)
France
213.1

 
(0.3
)
 
—

 
(0.1
)
 
212.7

 
—

 
—

Mexico
170.8

 
10.8

 
—

 
(29.4
)
 
152.2

 
(11
)
 
6

Brazil
141.5

 
17.3

 
—

 
(31.9
)
 
126.9

 
(10
)
 
12

Canada
78.4

 
1.4

 
—

 
(5.7
)
 
74.1

 
(5
)
 
2

Largest 5 Markets
971.5

 
22.8

 
—

 
(67.1
)
 
927.2

 
(5
)
 
2

Latin America
182.0

 
38.8

 
—

 
(56.6
)
 
164.2

 
(10
)
 
21

EMEA
228.0

 
(13.0
)
 
(18.0
)
 
(5.4
)
 
191.6

 
(16
)
 
(6
)
Asia
77.3

 
5.4

 
—

 
(2.2
)
 
80.5

 
4

 
7

Global Markets
487.3

 
31.2

 
(18.0
)
 
(64.2
)
 
436.3

 
(10
)
 
6

Payment Services
44.9

 
5.5

 
—

 
(8.5
)
 
41.9

 
(7
)
 
12

Revenues - non-GAAP
1,503.7

 
59.5

 
(18.0
)
 
(139.8
)
 
1,405.4

 
(7
)
 
4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
32.7

 
93.6

 
2.3

 
(72.7
)
 
55.9

 
71

 
fav

Revenues - GAAP
$
1,536.4

 
153.1

 
(15.7
)
 
(212.5
)
 
1,461.3

 
(5
)
 
10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
14.7

 
(18.4
)
 
—

 
—

 
(3.7
)
 
unfav

 
unfav

France
10.8

 
3.6

 
—

 
0.2

 
14.6

 
35

 
33

Mexico
12.4

 
(4.9
)
 
—

 
(1.2
)
 
6.3

 
(49
)
 
(40
)
Brazil
8.2

 
2.8

 
—

 
(2.4
)
 
8.6

 
5

 
34

Canada
4.1

 
(0.6
)
 
—

 
(0.3
)
 
3.2

 
(22
)
 
(15
)
Largest 5 Markets
50.2

 
(17.5
)
 
—

 
(3.7
)
 
29.0

 
(42
)
 
(35
)
Latin America
35.7

 
18.6

 
—

 
(16.0
)
 
38.3

 
7

 
52

EMEA
17.3

 
(1.7
)
 
1.5

 
(0.3
)
 
16.8

 
(3
)
 
(10
)
Asia
12.4

 
1.2

 
—

 
(0.2
)
 
13.4

 
8

 
10

Global Markets
65.4

 
18.1

 
1.5

 
(16.5
)
 
68.5

 
5

 
28

Payment Services
(3.2
)
 
1.1

 
—

 
0.1

 
(2.0
)
 
(38
)
 
(34
)
Corporate expenses (c)
(41.2
)
 
8.2

 
—

 
6.5

 
(26.5
)
 
(36
)
 
(20
)
Operating profit - non-GAAP
71.2

 
9.9

 
1.5

 
(13.6
)
 
69.0

 
(3
)
 
14

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other items not allocated to segments (d)
(72.9
)
 
57.4

 
(10.6
)
 
(7.0
)
 
(33.1
)
 
(55
)
 
(79
)
Operating profit (loss) - GAAP
$
(1.7
)
 
67.3

 
(9.1
)
 
(20.6
)
 
35.9

 
fav

 
fav

Amounts may not add due to rounding.

See page 29 for footnote explanations.


31


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

Largest 5 Markets

U.S.   Revenues decreased 2% ($6.4 million) due to organic revenue decline as a result of lower fuel surcharges and volume decreases.  Operating profit decreased $18.4 million to a loss of $3.7 million due to higher fleet, insurance, and security costs.

France   Revenues remained flat due to volume and pricing pressure, as well as a decline in guarding activities. Operating profit increased 35% ($3.8 million) due to growth in cash management and a benefit recognized related to social charges.

Mexico   Revenues decreased 11% ($18.6 million) due to unfavorable currency impact ($29.4 million), partially offset by a 6% organic increase ($10.8 million) from volume growth.  Operating profit decreased 49% ($6.1 million) due to an organic decrease ($4.9 million) driven by the 2015 benefit of a change in employee benefit structure and higher labor costs, new business costs and the timing of profit sharing in 2015.

Brazil   Revenues decreased 10% ($14.6 million) primarily due to the negative impact of currency exchange rates ($31.9 million), partially offset by 12% organic growth ($17.3 million) driven by price increases.  Operating profit increased 5% ($0.4 million) as unfavorable currency ($2.4 million) was offset by organic growth ($2.8 million) on productivity improvements.

Canada   Revenues decreased 5% ($4.3 million) primarily due to the negative impact of currency exchange rates ($5.7 million).  Operating profit decreased 22% ($0.9 million) driven primarily by inflationary cost increases and low revenue growth.

Global Markets

Latin America   Revenues decreased 10% ($17.8 million) as the negative impact of currency exchange rates ($56.6 million) was partially offset by organic growth of 21% ($38.8 million) driven by inflation-based price increases in Argentina.  Operating profit increased 7% ($2.6 million) due to higher organic results in Argentina and Chile, partially offset by unfavorable currency impact ($16.0 million). Argentina accounted for over half of Latin America profit in the first half of 2016.

EMEA   Revenues decreased 16% ($36.4 million) primarily due to the impact of dispositions ($18.0 million), organic revenue decreases throughout the region on lower BGS volumes ($13.0 million), and unfavorable currency ($5.4 million).  Operating profit decreased 3% ($0.5 million) due to lower organic profits in Ireland, Switzerland, and the United Kingdom, partially offset by the favorable impact of dispositions ($1.5 million) and higher profits in Israel.

Asia   Revenues increased 4% ($3.2 million) due mainly to organic growth across the region. Operating profit increased 8% ($1.0 million) primarily due to revenue growth.

Payment Services

Payment Services   Revenues decreased 7% ($3.0 million) as negative currency ($8.5 million) was partially offset by 12% organic growth ($5.5 million).  Operating profit increased $1.2 million driven by revenue growth and lower marketing expenditures related to increasing cardholders in the U.S. Payments business, partially offset by a decline in Brazil.

32



Income and Expense Not Allocated to Segments

Corporate Expenses
 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
General, administrative and other expenses
$
(16.1
)
 
(25.3
)
 
(36
)
 
(33.7
)
 
(42.9
)
 
(21
)
Foreign currency transaction gains (losses)
1.4

 
1.1

 
27

 
2.7

 
(3.7
)
 
fav

Reconciliation of segment policies to GAAP
1.3

 
2.2

 
(41
)
 
4.5

 
5.4

 
(17
)
Corporate expenses
$
(13.4
)
 
(22.0
)
 
(39
)
 
(26.5
)
 
(41.2
)
 
(36
)

Second quarter 2016 corporate expenses were down $8.6 million versus the prior year quarter primarily due to lower compensation-related expenses. Corporate expenses in the first six months of 2016 were down $14.7 million, also due to lower compensation-related expenses, along with the recognition of foreign currency transaction gains in the current year period 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
 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Venezuela operations
$
21.5

 
12.2

 
76

 
53.6

 
32.7

 
64

Acquisitions and dispositions
1.5

 
—

 
fav

 
2.3

 
—

 
fav

Revenues
$
23.0

 
12.2

 
89

 
55.9

 
32.7

 
71

 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 
 
 
 

 
 
Venezuela operations
$
0.9

 
(39.1
)
 
fav

 
2.7

 
(57.0
)
 
fav

Reorganization and Restructuring
(2.1
)
 
1.2

 
unfav

 
(8.1
)
 
(0.3
)
 
unfav

U.S. and Mexican retirement plans
(8.1
)
 
(7.6
)
 
7

 
(15.4
)
 
(15.9
)
 
(3
)
Acquisitions and dispositions
(6.5
)
 
0.3

 
unfav

 
(12.3
)
 
0.3

 
unfav

Operating profit
$
(15.8
)
 
(45.2
)
 
(65
)
 
(33.1
)
 
(72.9
)
 
(55
)

The impact of other items not allocated to segments on operating profit was a loss of $15.8 million in the second quarter of 2016 versus the prior year period loss of $45.2 million. The change was primarily due to the $34.5 million Venezuela impairment charge recognized in the prior year quarter and lower losses related to currency devaluation in Venezuela in the current year quarter, partially offset by charges related to the impending shutdown of operations in Ireland, a loss on the sale of corporate assets and higher reorganization and restructuring costs. Driven by the same factors, the impact of other items not allocated to segments on operating profit was a loss of $33.1 million in the first six months of 2016 versus a loss of $72.9 million in the prior year period.
Venezuela operations  We have excluded from our segment results all of our Venezuela operating results, including expenses related to currency devaluations of $7.4 million and $26.6 million in the first half of 2016 and 2015, respectively, 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 $0.3 million was recognized in the first half 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.


33


Brink's initiated an additional restructuring of its business in the third quarter of 2015. We recognized $4.4 million of costs in the first six months of 2016 related to employee severance, contract terminations and lease terminations associated with the 2015 restructuring, which is expected to reduce the global workforce by approximately 1,000 positions and is projected to result in $20 to $25 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 $3.8 million in charges in the first six months of 2016 related to these restructuring actions. All expenses related to the Executive Leadership and Board of Directors restructuring actions have been paid in cash as of June 30, 2016.

U.S. and Mexican retirement plans  Because our U.S. retirement plans are frozen, costs related to these plans have not been allocated to segment results. Mexico is the only operating segment in which employee termination benefits are accounted for as retirement benefits under FASB ASC Topic 715, Compensation — Retirement Benefits. As a result, settlement charges related to these termination benefits have not been allocated to segment results.

Acquisitions and dispositions  Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from non-GAAP results. Due to management's decision in the first quarter of 2016 to exit the Republic of Ireland, the prospective impacts of shutting down this operation are included in items not allocated to segments and are excluded from the operating segments effective March 1, 2016. This activity is also excluded from the consolidated non-GAAP results. Beginning May 1, 2016, due to management's decision to also exit Northern Ireland, the results of shutting down these operations are treated similarly to the Republic of Ireland. Revenues from both Ireland operations to be shut down in 2016 were approximately $20 million in 2015. Charges included in our GAAP results include $4.6 million in severance costs, $1.8 million in property impairment charges and an additional $4.0 million in operating and other exit costs. These costs have been excluded from our segment and our consolidated non-GAAP results. Brink's expects it could recognize additional operating and disposition-related costs of up to approximately $5 million later this year. International shipments to and from Ireland will continue to be provided through Brink’s Global Services. We also recognized a $2.0 million loss related to the sale of corporate assets in the second quarter of 2016.

2016 Outlook
See page 48 for a 5-year projection of expenses based on current assumptions for our significant U.S. retirement plans.




34


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 June 30, 2016 , the notional value of our shorter term outstanding foreign currency forward and swap contracts was $57.0 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 $3.1 million on these contracts in the first six months of 2016 .  At June 30, 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 June 30, 2016 , the notional value of this longer term contract was $11.1 million with a weighted average maturity of 0.8 years.  We recognized net losses of $1.6 million on this contract, of which losses of $1.4 million were included in other operating income (expense) to offset transaction gains of $1.4 million, and expenses of $0.2 million, which were included in interest and other income (expense) in the first six months of 2016 .  At June 30, 2016 , the fair value of the longer term cross currency swap contract was $4.3 million, of which $2.3 million is included in prepaid expenses and other and $2.0 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 six months ended June 30, 2016 and 1% of total Brink's revenues in the six months ended June 30, 2015 .




35


Other Operating Income (Expense)

Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.
 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
Foreign currency items:
 
 
 
 
 
 
 
 
 
 
 
Transaction gains (losses)
$
1.4

 
(2.6
)
 
fav

 
1.2

 
(25.4
)
 
fav

Hedge gains (losses)
(1.7
)
 
2.3

 
unfav

 
(3.1
)
 
3.5

 
unfav

Gains (loss) on sale of property and other assets
(1.7
)
 
0.3

 
unfav

 
(1.7
)
 
0.5

 
unfav

Argentina conversion losses
—

 
—

 
—

 
(0.1
)
 
—

 
unfav

Impairment losses
(4.9
)
 
(34.7
)
 
(86
)
 
(5.4
)
 
(35.8
)
 
(85
)
Share in earnings of equity affiliates
—

 
0.1

 
(100
)
 
0.1

 
0.2

 
(50
)
Royalty income
0.5

 
0.4

 
25

 
1.2

 
0.8

 
50

Gains on business acquisitions and dispositions
—

 
0.3

 
(100
)
 
0.1

 
0.3

 
(67
)
Other gains (losses)
0.2

 
(0.1
)
 
fav

 
0.8

 
0.1

 
fav

Other operating income (expense)
$
(6.2
)
 
(34.0
)
 
(82
)
 
(6.9
)
 
(55.8
)
 
(88
)
Other operating expense was $6.2 million in the second quarter of 2016 versus $34.0 million in the prior year period. The lower expenses in the current year quarter resulted primarily from the $34.5 million Venezuela property impairment charge recognized in the second quarter of 2015 . Second quarter 2016 charges include a loss on the sale of corporate assets ($2.0 million) and a property impairment charge related to the impending shutdown of Ireland operations ($1.8 million). Other operating expense was down in the first half of 2016 compared to the first half of 2015 primarily as a result of the prior year Venezuela impairment charge as well as lower remeasurement losses related to Venezuela currency devaluation 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 June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
  (In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
 Interest expense
$
4.9

 
4.7

 
4
 
9.8

 
9.6

 
2

Interest and other income
 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
Interest income
$
0.6

 
0.9

 
(33
)
 
1.2

 
1.6

 
(25
)
Gain on sale of available-for-sale securities
0.5

 
0.1

 
fav

 
0.5

 
0.1

 
fav

Foreign currency hedge losses
(0.4
)
 
(0.1
)
 
unfav

 
(0.5
)
 
(0.3
)
 
67

Other
—

 
(0.5
)
 
(100
)
 
(0.5
)
 
(0.6
)
 
(17
)
Interest and other income
$
0.7

 
0.4

 
75

 
0.7

 
0.8

 
(13
)

Outlook for 2016
We expect nonoperating expense on a GAAP basis of $17 million in 2016 versus $16 million in 2015 . We expect nonoperating expense on a non-GAAP basis of $17 million in 2016 versus $15 million in 2015 .  See page 28 for a summary of our 2016 outlook.


36


Income Taxes

Three Months 
 Ended June 30,
 
Six Months 
 Ended June 30,
 
2016
 
2015
 
2016
 
2015
Continuing operations
 
 
 
 
 
 
 
Provision for income taxes (in millions)
$
14.5

 
7.6

 
$
23.9

 
23.1

Effective tax rate
81.0
%
 
(40.2
)%
 
89.2
%
 
(220.0
%)

2016 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first six months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant losses related to 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 six months.

Excluding those items, our effective tax rate on continuing operations in the first six months of 2016 is 56% .  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 and a French income tax credit.

2015 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first six months of 2015 was negative when compared to 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 and from the Venezuela impairment recorded in the second quarter.  These nondeductible expenses caused our earnings before tax in the period to be negative.

Excluding these nondeductible expenses, our effective tax rate on continuing operations in the first six months is 46% . The rate was higher than 35% primarily due to cross border payments, nondeductible expenses in Mexico and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

Deferred Tax Assets
Deferred tax assets are future tax deductions that result primarily from the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes.  At December 31, 2015, we had $273 million of U.S. deferred tax assets, net of valuation allowances, primarily related to our post-retirement benefit plan obligations with a limited amount of deferred tax assets having an expiration date.  As previously disclosed, these future tax deductions may not be realized if tax rules change or if projected future taxable income is insufficient.  Although management has lowered the 2016 guidance for the U.S. operations, we continue to believe that the Company is more-likely-than-not to realize the U.S. deferred tax assets, but we will continue to monitor each quarter.  Not realizing our U.S. deferred tax assets could significantly and materially affect our financial condition, results of operations and cash flows.

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 approximately 50%.  This rate does not consider Venezuela activity for the second half of the year due to the inability to accurately forecast the operations and the related exchange rates used to measure those operations.  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 28 for a summary of our 2016 outlook.


37


Noncontrolling Interests
 
Three Months 
 Ended June 30,
 
%
 
Six Months 
 Ended June 30,
 
%
(In millions)
2016
 
2015
 
change
 
2016
 
2015
 
change
Net income (loss) attributable to noncontrolling interests
$
3.1

 
(13.5
)
 
unfav
 
$
5.7

 
(20.0
)
 
unfav

The change from a $13.5 million net loss attributable to noncontrolling interests in the second quarter of 2015 to $3.1 million of net income attributable to noncontrolling interests in the second quarter of 2016 was primarily due to the $34.5 million impairment charge related to Venezuela property, plant and equipment in the prior year quarter. The change from a $20.0 million net loss attributable to noncontrolling interests in the first half of 2015 to $5.7 million of net income attributable to noncontrolling interests in the first half of 2016 was primarily due to the difference in the impact of currency devaluations in Venezuela as well as the 2015 Venezuela impairment charge. We recognized an $18.2 million net remeasurement loss in the prior year period which resulted in an after-tax loss attributable to noncontrolling interests of $5.6 million. In the first half of 2016, we also recognized remeasurement losses related to currency devaluation in Venezuela. However, the after-tax effect in the current year period attributable to noncontrolling interests was income of $2.6 million.  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 $8 and $10 million on a GAAP basis in 2016 as compared to net loss of $16 million in 2015 . 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 28 for a summary of our 2016 Outlook and pages 39–41 for information about reconciliation to GAAP.

Loss from Discontinued Operations

 
Three Months 
 Ended June 30,
 
Six Months 
 Ended June 30,
(In millions)
2016
 
2015
 
2016
 
2015
Loss from operations (a)(b)
$
—

 
—

 
$
—

 
(2.4
)
Loss on sale (a)
—

 
(0.1
)
 
—

 
(0.8
)
Adjustments to contingencies of former operations (c) :
 

 
 

 
 

 
 

Other
0.1

 
—

 
0.1

 
(0.1
)
(Income) loss from discontinued operations before income taxes
0.1

 
(0.1
)
 
0.1

 
(3.3
)
Provision (benefit) for income taxes
0.1

 
(0.2
)
 
0.1

 
(1.0
)
(Income) loss from discontinued operations, net of tax
$
—

 
0.1

 
$
—

 
(2.3
)

(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 six months of 2015.
(b)
The loss from operations in the first six 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.



38


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 GAAP. The purpose of the non-GAAP results is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations. The specific items excluded have not been allocated to segments, are described in detail on pages 33–34, and are reconciled to comparable GAAP measures below.

Non-GAAP results adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year estimated non-GAAP tax rate. The full-year non-GAAP tax rate in both years excludes certain pretax and income tax amounts. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented.

The 2016 Non-GAAP outlook amounts for provision for income taxes, income (loss) from continuing operations, EPS from continuing operations, effective income tax rate and Adjusted EBITDA cannot be reconciled to GAAP without unreasonable effort. We cannot reconcile these amounts to GAAP because we are unable to accurately forecast the tax impact of Venezuela operations and the related exchange rates used to measure those operations. The impact of Venezuela operations and related exchange rates during the remainder of 2016 could be significant to our full-year GAAP provision for income taxes, and, therefore, to income (loss) from continuing operations, EPS from continuing operations, effective income tax rate and Adjusted EBITDA.
The Non-GAAP information is intended to provide information to assist analysts and investors with 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 analysts and investors assess the ongoing operations of both our consolidated business and individual segments. Management uses non-GAAP results to evaluate our period-over-period operating performance because our management believes this provides a more comparable measure of our continuing business after adjusting for special items that are not reflective of the normal earnings of our business. Additionally, non-GAAP results are utilized as performance measures in certain management incentive compensation plans.

Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.

 
YTD '15
 
YTD '16
(In millions, except for percentages)
Pre-tax
 
Tax
 
Effective tax rate
 
Pre-tax
 
Tax
 
Effective tax rate
Effective Income Tax Rate (a)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP
$
62.4

 
23.1

 
37.0
 %
 
$
59.9

 
23.3

 
38.9
%
Other items not allocated to segments (b)
(72.9
)
 
(3.9
)
 
 
 
(33.1
)
 
(1.4
)
 
 
Income tax rate adjustment (d)
—

 
3.9

 
 
 
—

 
2.0

 
 
GAAP
$
(10.5
)
 
23.1

 
(220.0
)%
 
$
26.8

 
23.9

 
89.2
%

 
2016
 
2Q
EPS:
 
Constant currency basis - Non-GAAP
$
0.48

Effect of changes in currency exchange rates (c)
(0.10
)
Non-GAAP
0.38

Other items not allocated to segments (b)
(0.34
)
Income tax rate adjustment (d)
(0.02
)
GAAP
$
0.01


Amounts may not add due to rounding.

(a)
From continuing operations.
(b)
See “Other Items Not Allocated To Segments” on pages 33–34 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 29 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 .
(e)
Non-GAAP amounts exclude the impact of "Other Items Not Allocated to Segments" on the respective line items on the consolidated statements of operations.


39


Non-GAAP Results Reconciled to GAAP
 
Three Months 
 Ended June 30,
 
Six Months 
 Ended June 30,
(In millions, except for percentages and per share amounts)
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
Non-GAAP
$
716.5

 
748.1

 
1,405.4

 
1,503.7

Other items not allocated to segments (b)
23.0

 
12.2

 
55.9

 
32.7

GAAP
$
739.5

 
760.3

 
1,461.3

 
1,536.4

 
 
 
 
 
 
 
 
Operating profit (loss):
 
 
 
 
 
 
 

Non-GAAP
$
37.9

 
30.6

 
69.0

 
71.2

Other items not allocated to segments (b)
(15.8
)
 
(45.2
)
 
(33.1
)
 
(72.9
)
GAAP
$
22.1

 
(14.6
)
 
35.9

 
(1.7
)
 
 
 
 
 
 
 
 
Provision for income taxes:
 
 
 
 
 
 
 

Non-GAAP
$
13.1

 
9.7

 
23.3

 
23.1

Other items not allocated to segments (b)
0.6

 
—

 
(1.4
)
 
(3.9
)
Income tax rate adjustment (d)
0.8

 
(2.1
)
 
2.0

 
3.9

GAAP
$
14.5

 
7.6

 
23.9

 
23.1

 
 
 
 
 
 
 
 
Net income (loss) attributable to noncontrolling interests:
 
 
 
 
 
 
 

Non-GAAP
$
1.6

 
1.8

 
2.7

 
2.6

Other items not allocated to segments (b)
1.2

 
(16.5
)
 
2.3

 
(22.7
)
Income tax rate adjustment (d)
0.3

 
1.2

 
0.7

 
0.1

GAAP
$
3.1

 
(13.5
)
 
5.7

 
(20.0
)
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to Brink's:
 
 
 

 
 
 
 

Non-GAAP
$
19.0

 
14.8

 
33.9

 
36.7

Other items not allocated to segments (b)
(17.6
)
 
(28.7
)
 
(34.0
)
 
(46.3
)
Income tax rate adjustment (d)
(1.1
)
 
0.9

 
(2.7
)
 
(4.0
)
GAAP
$
0.3

 
(13.0
)
 
(2.8
)
 
(13.6
)
 
 
 
 
 
 
 
 
Diluted EPS:
 
 
 
 
 
 
 

Non-GAAP
$
0.38

 
0.30

 
0.68

 
0.74

Other items not allocated to segments (b)
(0.34
)
 
(0.58
)
 
(0.68
)
 
(0.92
)
Income tax rate adjustment (d)
(0.02
)
 
0.02

 
(0.05
)
 
(0.09
)
GAAP
$
0.01

 
(0.26
)
 
(0.06
)
 
(0.28
)
 
 
 
 
 
 
 
 
Non-GAAP margin
5.3
%
 
4.1
%
 
4.9
%
 
4.7
%


 
2015
(In millions)
Full Year
Net income (loss) attributable to Brink's
$
(11.9
)
Discontinued operations
2.8

Income (loss) from continuing operations attributable to Brink's - GAAP
(9.1
)
Other items not allocated to segments (b)
93.3

Income (loss) from continuing operations attributable to Brink's - Non-GAAP
84.2

Interest expense - Non-GAAP (e)
18.9

Income tax provision - Non-GAAP (e)
52.3

Depreciation and amortization - Non-GAAP (e)
136.0

Adjusted EBITDA
$
291.4


Amounts may not add due to rounding.

See page 39 for footnote explanations.


40


Non-GAAP Results Reconciled to GAAP
(In millions, except for percentages and per share amounts)
2016
Non-GAAP
Outlook
 
Other Items Not Allocated to Segments
 
2016
GAAP
Outlook
 
 
 
 
 
 
Revenues (a)
~2,900

 
50
 
~2,950

Operating profit (loss) (b)
185 – 200

 
(50)
 
135 – 150

Nonoperating expense (a)
(17)

 
—
 
(17)

Provision for income taxes (b)(d)
(66) – (71)

 
—
 
—

Noncontrolling interests (c)
(5) – (7)

 
(3)
 
(8) – (10)

Income (loss) from continuing operations (b)(d)
97 – 107

 
—
 
—

EPS from continuing operations (b)(d)
1.95 – 2.10

 
—
 
—

 
 
 
 
 
 
Operating profit margin (b)
6.4% – 6.9%

 
(1.8)%
 
4.6% – 5.1%

 
 
 
 
 
 
Effective income tax rate (b)(d)
39.0
%
 
—
 
—
%
 
 
 
 
 
 
Fixed asset acquired
 
 
 
 
 
Capital expenditures (a)
95 – 105

 
5
 
100 – 110

Capital leases
35

 
—
 
35

Total
130 – 140

 
5
 
135 – 145

 
 
 
 
 
 
Depreciation and amortization of fixed assets
125 – 135

 
—
 
125 – 135


Amounts may not add due to rounding.

(a)
Non-GAAP outlook excludes the impacts of Venezuela operations and acquisitions and dispositions.
(b)
Non-GAAP outlook excludes the impacts of Venezuela operations, reorganization and restructuring, U.S. and Mexican retirement plans, and acquisitions and dispositions.
(c)
Non-GAAP outlook excludes the impacts of Venezuela operations.
(d)
The 2016 Non-GAAP outlook amounts for provision for income taxes, income (loss) from continuing operations, EPS from continuing operations, and the effective income tax rate cannot be reconciled to GAAP without unreasonable effort. We cannot reconcile these amounts to GAAP because we are unable to accurately forecast the tax impact of Venezuela operations and the related exchange rates used to measure those operations. The impact of Venezuela operations and related exchange rates during the remainder of 2016 could be significant to our full-year GAAP provision for income taxes, and, therefore, to income (loss) from continuing operations, EPS from continuing operations, and the effective income tax rate.



41


LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities decreased by $29.2 million in the first six months of 2016 as compared to the first six months of 2015 .  Cash used for investing activities increased by $10.1 million in the first six months of 2016 compared to the first six months of 2015 as a result of an increase in capital expenditures during the first six months of 2016. We financed our liquidity needs in the first six months of 2016 with cash flows from short-term and long-term debt.

Operating Activities
 
Six Months 
 Ended June 30,
 
$
(In millions)
2016
 
2015
 
change
Cash flows from operating activities
 
 
 
 
 
Operating activities - non-GAAP
$
14.1

 
37.2

 
(23.1
)
Venezuela operations
14.0

 
0.7

 
13.3

Increase (decrease) in certain customer obligations (a)
(14.7
)
 
6.7

 
(21.4
)
Discontinued operations
—

 
(2.0
)
 
2.0

Operating activities - GAAP
$
13.4

 
42.6

 
(29.2
)

(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 flows decreased by $29.2 million in the first six months of 2016 compared to the same period in 2015 .  The decrease was primarily due to increases in cash used for working capital and increases in cash paid for taxes in the first six months of 2016 compared to the same period in 2015. The decrease was also attributed to changes in customer obligations related to the secure Cash Management Services operations (cash held for customers decreased by $14.7 million in the first six months of 2016 compared to an increase of $6.7 million in the same period in 2015) offset by an increase in operating cash provided by Venezuela operations of $13.3 million.

Non-GAAP
Non-GAAP cash flows from operating activities decreased by $23.1 million in the first six months of 2016 as compared to the same period in 2015 .  The decrease was primarily due to increases in cash used for working capital and increases in cash paid for taxes in the first six months of 2016 compared to the same period in 2015.


42


Investing Activities
 
Six Months 
 Ended June 30,
 
$
(In millions)
2016
 
2015
 
change
Cash flows from investing activities
 
 
 
 
 
Capital expenditures
$
(45.0
)
 
(35.2
)
 
(9.8
)
Marketable securities:
 
 
 
 
 
Purchases
(8.7
)
 
—

 
(8.7
)
Sales
8.6

 
0.4

 
8.2

Proceeds from sale of property, equipment and investments
2.9

 
0.6

 
2.3

Other
(0.7
)
 
(0.5
)
 
(0.2
)
Discontinued operations
—

 
1.9

 
(1.9
)
Investing activities
$
(42.9
)
 
(32.8
)
 
(10.1
)

Cash used by investing activities increased by $10.1 million in the first six months of 2016 versus the first six months of 2015 .  The increase was primarily due to an increase in capital expenditures of $9.8 million during the first six months of 2016.

Capital expenditures and depreciation and amortization were as follows:
 
Six Months 
 Ended June 30,
 
$
 
Full Year
 
Outlook
(In millions)
2016
 
2015
 
change
 
2015
 
2016
Property and equipment acquired during the period
 
 
 
 
 
 
 
 
 
Capital expenditures: (b)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
29.6

 
22.0

 
7.6

 
59.3

 
(a)
Global Markets
9.6

 
7.3

 
2.3

 
28.8

 
(a)
Payment Services
0.6

 
0.7

 
(0.1
)
 
1.7

 
(a)
Corporate
2.7

 
4.3

 
(1.6
)
 
7.0

 
(a)
Capital expenditures - non-GAAP
42.5

 
34.3

 
8.2

 
96.8

 
95 – 105
Venezuela
2.5

 
0.9

 
1.6

 
4.3

 
(a)
Capital expenditures - GAAP
$
45.0

 
35.2

 
9.8

 
101.1

 
(a)
 
 
 
 
 
 
 
 
 
 
Capital leases: (c)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
12.7

 
6.2

 
6.5

 
18.8

 
(a)
Payment Services
—

 
—

 
—

 
0.1

 
(a)
Capital leases - GAAP and non-GAAP
$
12.7

 
6.2

 
6.5

 
18.9

 
35
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
42.3

 
28.2

 
14.1

 
78.1

 
(a)
Global Markets
9.6

 
7.3

 
2.3

 
28.8

 
(a)
Payment Services
0.6

 
0.7

 
(0.1
)
 
1.8

 
(a)
Corporate
2.7

 
4.3

 
(1.6
)
 
7.0

 
(a)
Total - non-GAAP
55.2

 
40.5

 
14.7

 
115.7

 
130 – 140
Venezuela
2.5

 
0.9

 
1.6

 
4.3

 
(a)
Total - GAAP
$
57.7

 
41.4

 
16.3

 
120.0

 
(a)
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization (b)
 
 
 
 
 
 
 
 
 
Largest 5 Markets
$
45.5

 
48.5

 
(3.0
)
 
94.6

 
(a)
Global Markets
12.6

 
14.0

 
(1.4
)
 
27.2

 
(a)
Payment Services
1.3

 
1.6

 
(0.3
)
 
2.9

 
(a)
Corporate
5.4

 
5.3

 
0.1

 
11.3

 
(a)
Depreciation and amortization - non-GAAP
64.8

 
69.4

 
(4.6
)
 
136.0

 
125 – 135
Venezuela
0.3

 
3.8

 
(3.5
)
 
3.9

 
(a)
Depreciation and amortization - GAAP
$
65.1

 
73.2

 
(8.1
)
 
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 the annual amount of depreciation, was 1.1 for the twelve months ending June 30, 2016 compared to 0.9 for the twelve months ending June 30, 2015 .

43



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

Financing Activities

Summary of financing activities
 
Six Months 
 Ended June 30,
 
$
(In millions)
2016
 
2015
 
change
Cash provided by (used in) financing activities
 
 
 
 
 
Borrowings and repayments:
 
 
 
 
 
Short-term debt
$
39.1

 
(12.4
)
 
51.5

Long-term revolving credit facilities
16.8

 
(20.0
)
 
36.8

Other long-term debt
(23.8
)
 
56.3

 
(80.1
)
Borrowings (repayments)
32.1

 
23.9

 
8.2

 
 
 
 
 
 
Debt financing costs
—

 
(2.0
)
 
2.0

Common stock issued
2.5

 
—

 
2.5

Dividends attributable to:
 

 
 

 


Shareholders of Brink’s
(9.8
)
 
(9.7
)
 
(0.1
)
Noncontrolling interests in subsidiaries
(2.1
)
 
(4.1
)
 
2.0

Other
—

 
3.2

 
(3.2
)
Cash flows from financing activities
$
22.7

 
11.3

 
11.4


Debt borrowings and repayments
Cash flows from financing activities increased by $11.4 million in the first six months of 2016 compared to the first six months of 2015 as net borrowing on our revolving credit facilities and short-term debt exceeded net repayments of other long-term debt.

Common stock issued
We received $2.5 million in the first six months of 2016 when our new CEO purchased 83,696 shares of our common stock.

Dividends
We paid dividends to Brink’s shareholders of $0.20 per share or $9.8 million in the first six 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.


44


Reconciliation of Net Debt to U.S. GAAP Measures
 
June 30,
 
December 31,
(In millions)
2016
 
2015
Debt:
 
 
 
Short-term debt
$
77.2

 
32.6

Long-term debt
405.3

 
397.9

Total Debt
482.5

 
430.5

 
 
 
 
Less:
 

 
 

Cash and cash equivalents
169.6

 
181.9

Amounts held by Cash Management Services operations (a)
(9.6
)
 
(24.2
)
Cash and cash equivalents available for general corporate purposes
160.0

 
157.7

 
 
 
 
Net Debt
$
322.5

 
272.8

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

Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP.  We use Net Debt as a measure of our financial leverage.  We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage.  Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our consolidated balance sheets.  Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP.   Net Debt excluding cash and debt in Venezuelan operations was $330 million at June 30, 2016 , and $279 million at December 31, 2015 .

Net Debt increased by $50 million primarily to fund capital expenditures during the period.

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 $169.6 million of cash and cash equivalents at June 30, 2016 , $149.7 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 $6.8 million of cash and cash equivalents denominated in Venezuelan bolivars (as remeasured at the published DICOM rate of 628 bolivars to the U.S. dollar) at June 30, 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 June 30, 2016 , we had cash denominated in Argentine pesos of $7.0 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.


45


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 June 30, 2016 , $339 million was available under the Revolving Facility.  Amounts outstanding under the Revolving Facility as of June 30, 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 June 30, 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 June 30, 2016 .

We have principal of $86 million in unsecured notes issued through a 2011 private placement debt transaction (the “Notes”).  At June 30, 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 June 30, 2016 , we had two unsecured multi-currency revolving bank credit facilities totaling $40 million, of which $31 million was available at June 30, 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.

In April 2016, our $25 million unsecured committed credit facility expired. Interest on this facility was based on LIBOR plus a margin, which ranged from 1.20% to 1.575%.   At the date of expiration, $25 million was available under the facility.

We have 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 June 30, 2016 , the principal amount outstanding is $68 million.

We have a $40 million uncommitted letter of credit facility that expires in May 2017. As of June 30, 2016 , $5 million was utilized.

In February 2016, we entered into a $24 million uncommitted credit facility that expires in February 2017. As of June 30, 2016 , $22 million was outstanding and included in short-term borrowings.

We have two unsecured letter of credit facilities totaling $94 million, of which $25 million was available at June 30, 2016 .  A $40 million facility expires in December 2018 and a $54 million facility expires in December 2019.  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 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 June 30, 2016 .

Equity
At June 30, 2016 , we had 100 million shares of common stock authorized and 49.5 million shares issued and outstanding.


46


U.S. Retirement Liabilities

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

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(117.8
)
 
(123.4
)
 
(114.3
)
 
(107.6
)
 
(90.5
)
 
(72.9
)
 
(53.6
)
Net periodic pension credit (a)
18.6

 
8.8

 
8.7

 
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

 
0.3

 
0.3

 
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
)
 
(114.3
)
 
(107.6
)
 
(90.5
)
 
(72.9
)
 
(53.6
)
 
(25.1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UMWA plans
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(197.2
)
 
(205.7
)
 
(206.7
)
 
(207.1
)
 
(208.5
)
 
(210.5
)
 
(213.2
)
Net periodic postretirement credit (cost) (a)
3.5

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

 
—

 
—

 
—

 
—

 
—

Other
(0.3
)
 
(0.3
)
 
0.3

 
—

 
—

 
—

 
—

Ending funded status
$
(205.7
)
 
(206.7
)
 
(207.1
)
 
(208.5
)
 
(210.5
)
 
(213.2
)
 
(216.8
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Black lung and other plans
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning funded status
$
(58.3
)
 
(56.6
)
 
(54.2
)
 
(52.7
)
 
(48.8
)
 
(45.1
)
 
(41.8
)
Net periodic postretirement cost (a)
(2.2
)
 
(1.2
)
 
(1.2
)
 
(2.0
)
 
(1.9
)
 
(1.8
)
 
(1.6
)
Payment from Brink’s
6.2

 
3.6

 
2.7

 
5.9

 
5.6

 
5.1

 
4.8

Other
(2.3
)
 
—

 
—

 
—

 
—

 
—

 
—

Ending funded status
$
(56.6
)
 
(54.2
)
 
(52.7
)
 
(48.8
)
 
(45.1
)
 
(41.8
)
 
(38.6
)

(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 or the first half of 2016.  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 .

47


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

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

 
Actual
 
Actual
 
Projected
(In millions)
2015
 
1st Half 2016
 
2nd Half 2016
 
FY2016
 
2017
 
2018
 
2019
 
2020
U.S. pension plans
$
12.6

 
3.5

 
3.9

 
7.4

 
3.3

 
1.9

 
1.5

 
1.2

UMWA plans
7.4

 
7.2

 
7.6

 
14.8

 
13.3

 
13.2

 
13.2

 
13.3

Black lung and other plans
6.7

 
3.3

 
3.5

 
6.8

 
6.1

 
5.3

 
3.3

 
3.0

Total
$
26.7

 
14.0

 
15.0

 
29.0

 
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
 
1st Half 2016
 
2nd Half 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

 
0.3

 
0.3

 
0.6

 
0.9

 
0.6

 
1.3

 
0.7

Black lung and other plans
6.2

 
3.6

 
2.7

 
6.3

 
5.9

 
5.6

 
5.1

 
4.8

Total
$
6.5

 
3.9

 
3.0

 
6.9

 
6.8

 
6.2

 
6.4

 
14.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments from U.S. Plans to participants
  

 
  

 
  

 
  

 
  

 
  

 
  

 
  

U.S. pension plans
$
51.0

 
23.9

 
25.8

 
49.7

 
50.5

 
50.7

 
51.7

 
51.5

UMWA plans
36.0

 
15.1

 
15.8

 
30.9

 
31.2

 
31.1

 
30.8

 
31.7

Black lung and other plans
6.2

 
3.6

 
2.7

 
6.3

 
5.9

 
5.6

 
5.1

 
4.8

Total
$
93.2

 
42.6

 
44.3

 
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 June 30, 2016 .


48


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 six months ended June 30, 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 June 30, 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, adjusted EBITDA, net income, 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; realization of deferred tax assets; 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;
•
our ability to improve service levels and quality in our core business;
•
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;
•
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;

49


•
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;
•
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.



50


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
Inducement Restricted Stock Unit Award Agreement with Douglas A. Pertz, effective June 9, 2016.
 
 
10.2
Inducement Stock Option Award Agreement with Douglas A. Pertz, effective June 9, 2016.
 
 
31.1
Certification of Douglas A. Pertz, 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 Ronald J. Domanico, 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 Douglas A. Pertz, 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 Ronald J. Domanico, 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 June 30, 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 June 30, 2016, and December 31, 2015, (ii)  the Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2016 and 2015, (iv) the Consolidated Statement of Equity for the six months ended June 30, 2016, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 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.


51


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
 
 
 
 
July 28, 2016
By:   /s/ Ronald J. Domanico
 
Ronald J. Domanico
 
(Executive Vice President and
 
Chief Financial Officer)
 
(principal financial officer)


52



                                 Exhibit 10.1



PERSONAL & CONFIDENTIAL


To:     Douglas Allen Pertz

From:    McAlister C. Marshall, II

Date:    June 9, 2016

Subject:     Inducement Restricted Stock Unit (RSU) Award Agreement


On June 9, 2016 (the “Grant Date”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company (the “Company”), in accordance with the terms of The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), granted you this award (this “Award”) of 91,770 restricted stock units (“RSUs”). Subject to attainment of the applicable vesting conditions, each RSU represents the right to a future payment of one share of common stock of the Company (a “Share”). Capitalized terms that are used but not defined herein or in the Terms and Conditions attached hereto (collectively, this “Award Agreement”) shall have the meanings ascribed to such terms in the Plan. For purposes of this Award Agreement, the terms “Cause”, “Good Reason” and “Incapacity” shall have the meanings ascribed to such terms in the Offer Letter, dated as of June 9, 2016, between the Company and you (the “Offer Letter”).

Unless otherwise provided under this Award Agreement, subject to your continued employment by the Company or one of its Subsidiaries from the Grant Date through June 9, 2019 (the “Vesting Date”), and your continued holding of the “Purchased Stock” (as defined in the Offer Letter) through the Vesting Date (the “Holding Condition”), the Company shall deliver to you, as soon as practicable following the Vesting Date, 91,770 Shares. Notwithstanding the foregoing, no RSUs shall vest and no Shares shall be payable in respect of this Award unless, for the period commencing on July 1, 2016 and ending on June 30, 2017 ( i.e. , the first four fiscal quarters of the Company following the Grant Date) (the “Performance Period”), the Company realizes positive Non-GAAP income from continuing operations (the “Income Threshold”). For purposes of this Award Agreement, “Non-GAAP income from continuing operations” shall be determined in the same manner in which it is determined for inclusion in documents filed by the Company with or furnished by the Company to the Securities and Exchange Commission for the Performance Period, subject to such adjustments as are contemplated by Section 9(d) of the Plan.


    


The Company shall comply with federal, state and local tax withholding requirements with respect to the taxable income you will recognize from settlement of the RSUs (which may include withholding from delivery a sufficient number of Shares to provide for the payment of withholding taxes or withholding cash compensation, as permitted under relevant law). 
Prior to your acceptance of this Award, you will need to review this Award Agreement, which includes the following documents provided below:

•
The Terms and Conditions, which together with the Plan (receipt of a copy of which is hereby acknowledged by you) and the Offer Letter, govern this Award.

•
A copy of The Brink’s Company Compensation Recoupment Policy (as amended from time to time, the “Recoupment Policy”, the current version of which is attached hereto as Exhibit A), which provides that incentive compensation that meets the definition of Excessive Compensation under the Recoupment 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 to the terms of the Recoupment Policy in order to receive this Award, as outlined in Section 8(a) of this Award Agreement.
•
The Restrictive Covenant Agreement (which is attached hereto as 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 Award, as outlined in Section 9 of the Terms and Conditions.


By your signature and the authorized Company signature below and on the final page of the Terms and Conditions, you and the Company agree that this Award is granted under and governed by the terms and conditions of this Award Agreement, the Offer Letter, and the Plan (receipt of a copy of which is hereby acknowledged, and which is incorporated by reference into this Award Agreement).
/s/McAlister C. Marshall, II
 
As of June 9, 2016
The Brink’s Company
 
Date
 
 
 

/s/Douglas A. Pertz
 
As of June 9, 2016
Employee
 
Date





TERMS AND CONDITIONS

1. Subject to all the terms and conditions of the Plan, the employee identified above (the “Employee”) is granted this Award as set forth above.

2. Subject to the Employee’s continued employment by the Company or one of its Subsidiaries until the Vesting Date and satisfaction of the Holding Condition (unless otherwise provided hereunder or under the terms and conditions of the Plan), the Employee shall be entitled to receive (and the Company shall deliver to the Employee) as soon as practicable following the Vesting Date (but in no event more than 60 days thereafter), the number of Shares underlying the RSUs subject to this Award. Notwithstanding the foregoing, no RSUs shall vest and no Shares shall be payable in respect of this Award if the Income Threshold is not achieved.

3. (a)     Notwithstanding Section 11(b) of the Plan (which shall be inapplicable to this Award), if prior to a Change in Control and the Vesting Date, the Employee’s employment by the Company or one of its Subsidiaries is terminated by the Company or one of its Subsidiaries without Cause, by the Employee for Good Reason, or due to the Employee’s death or Incapacity, then a number of RSUs subject to this Award shall vest on the date of termination (or, if later, the date the Committee certifies achievement of the Income Threshold, which certification shall occur, if at all, prior to March 15, 2018) equal to (i) the total number of RSUs subject to this Award multiplied by (ii) a fraction, the numerator of which is the number of days from and including the Grant Date through and including the date of termination plus 548 days (up to 1,095), and the denominator of which is 1,095, and the remaining unvested RSUs subject to this Award shall be forfeited. Any RSUs that vest pursuant to this Section 3(a) shall be settled within 60 days following the date of termination (or, if later, the date the Committee certifies achievement of the Income Threshold).

3. (b) If prior to a Change in Control and the Vesting Date, the Employee’s employment by the Company or one of its Subsidiaries terminates for any reason not contemplated by Section 3(a) of this Award Agreement, any unvested RSUs subject to this Award shall be forfeited automatically upon such termination.

3. (c) Notwithstanding the above, the Holding Condition shall cease upon the Employee’s termination of employment.

4. (a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board or the Committee, if, in the event of a Change in Control that occurs on or prior to the Vesting Date, this Award remains outstanding or the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kind of shares underlying this Award, any portion of this Award that is unvested shall remain outstanding and shall be vested and


settled at the time described in Section 2 of this Award Agreement; provided, however, the Income Threshold shall cease to apply on and following a Change in Control. If, in the event of a Change in Control, this Award does not remain outstanding or the successor company does not so assume this Award or provide a substitute award, Section 12(g) of the Plan shall apply to this Award, and the Income Threshold shall be deemed achieved.

4.    (b) Notwithstanding Section 4(a) of this Award Agreement, if, on or following a Change in Control, the Employee’s employment by the Company or one of its Subsidiaries terminates prior to the Vesting Date for any reason other than a termination by the Company or one of its Subsidiaries for Cause or by the Employee without Good Reason, then upon such termination, this Award shall vest and shall be settled in full, and any restrictions applicable to this Award shall automatically lapse without regard to the Income Threshold.

4.    (c) If the Employee’s employment by the Company or one of its Subsidiaries is terminated by the Company or one of its Subsidiaries without Cause or by the Employee for Good Reason during the three-month period prior to a Change in Control that occurs on or prior to the Vesting Date, the Employee shall receive a cash payment upon the Change in Control equal to (i) the number of RSUs subject to this Award that were forfeited upon his termination of employment multiplied by (ii) the price of a Share upon the Change in Control.

4.    (d) Notwithstanding the above, the Holding Condition shall cease upon a Change in Control.

5. The Shares underlying this 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 this 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 RSUs comprising this Award.

6. In accordance with Section 14(b) of the Plan, if the Employee 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 income resulting from such payment.

7. This Award is not transferable by the Employee other than by will or by the laws of descent and distribution.

8. (a) This Agreement is subject to the terms and conditions of the Recoupment Policy, a copy of which is attached 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 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 Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may 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).

8.    (b) In exchange for this Award, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all Incentive Awards previously granted 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 may 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 8(b) without agreeing to the consent in this Section 8(b).

9. In connection with the Employee’s acceptance of this Award and in consideration of the promises contained in this Award Agreement, 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 Covenant Agreement, and the Employee expressly agrees to (a) return to the Company any Shares previously delivered pursuant to this Award Agreement, (b) reimburse the Company for all withholding taxes paid in connection with settlement of this Award and (c) pay to the Company the aggregate proceeds received from any sale or disposition of Shares previously delivered pursuant to this Award Agreement, promptly upon a breach of such Restrictive Covenant Agreement.

10. All other provisions contained in the Plan are incorporated in this Award Agreement by reference. The Board or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of the Employee with respect to this Award, the Employee’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 Board or the Committee (or a designee thereof) and the Employee. The Company shall provide, by registered or certified mail, the Employee with written notice of any amendment to this Award


Agreement or the Plan that requires the consent or agreement of the Employee, which amendment, if adopted prior to a Change in Control, shall become automatically effective unless the Employee, within 30 days of the date the Company provides such notice, gives written notice to the Company that such amendment is not accepted by the Employee, in which case the terms of this Award Agreement and the Plan 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 shall be final, conclusive and binding on the Company and the Employee.

11. 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.

12. 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 herein and any successor.

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

/s/McAlister C. Marshall, II
 
As of June 9, 2016
The Brink’s Company
 
Date
/s/Douglas A. Pertz
 

As of June 9, 2016
Employee
 
Date
 
Street address, City, State & ZIP





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.


EXHIBIT B

Restrictive Covenant Agreement (“RCA”)

1. Definitions :

a. “Company” means The Brink’s Company.

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 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.

d. “Employee” means the employee identified in the Award Agreement to which this RCA is attached as Exhibit B.



e. “Material Contact” means with respect to an employee or independent contractor of the Company, Employee worked with the employee or independent contractor of the Company in furtherance of the business interests of the Company and within twelve (12) months prior to the cessation of Employee’s employment or, with respect to an employee or independent contractor of the Company, Customer (defined below) or Vendor (defined below), Employee personally communicated with the employee or independent contractor of the Company, Customer or Vendor 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.

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

g. “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.

h. “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.
i. “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.
j. “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 the Company and/or obtain patents, trademark registrations or copyrights belonging to the 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 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 the 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 the 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 the Company’s equipment, supplies, facilities, trade secrets or Confidential Information, except for inventions that either: (1) relate, at the time that the invention is conceived or reduced to practice, to the business of the 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 2 and excluded from this Section. The failure of the parties to attach any Exhibit 2 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 the 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 . The Company agrees, and Employee acknowledges, that the 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 thereafter, Employee shall not, directly or indirectly, divulge or make use of any Confidential Information 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. 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


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 this RCA in the event that Employee leaves employment with the Company, and that this RCA does not pose an undue hardship on Employee. Employee further acknowledges that Employee’s breach of any provision of this RCA 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 this RCA (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 Award Agreement to which this RCA is attached as Exhibit B.
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,


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 State of Texas, except that any Texas 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 Northern District of Texas or any state court sitting in Dallas County, Texas, at the sole option of the Company, and Employee expressly consents to the personal jurisdiction in these courts and in the State of Texas, 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 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.


Exhibit 1

In accordance with Section 1.g, “Restricted Territory” includes:
•        
  U.S.A.
•        
  Argentina
•        
  Australia
•        
Belgium
•        
Bolivia
•        
Brazil
•        
Canada
•        
Chile
•        
China
•        
Colombia
•        
France
•        
Germany
•        
Greece
•        
Hong Kong SAR
•        
Hungary
•        
India
•        
Ireland
•        
Israel
•        
Italy
•        
Japan
•        
Jordan
•        
Korea
•        
Luxembourg
•        
Macau
•        
Madagascar
•        
Mauritius
•        
Mexico
•        
Morocco
•        
Panama
•        
Reunion
•        
Russia
•        
Singapore
•        
South Africa
•        
Switzerland
•        
Taiwan
•        
Turkey
•        
United Arab Emirates
•        
United Kingdom
•        
Venezuela
•        
Vietnam






Exhibit 10.2



PERSONAL & CONFIDENTIAL


To:     Douglas Allen Pertz

From:    McAlister C. Marshall, II

Date:    June 9, 2016

Subject:     Inducement Stock Option Award Agreement


On June 9, 2016 (the “Grant Date”), the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company (the “Company”), in accordance with the terms of The Brink’s Company 2013 Equity Incentive Plan (the “Plan”), granted you this award (this “Award”) of nonqualified stock options (the “Options”) to purchase 400,000 shares of common stock of the Company (each, a “Share”) at a price of $29.87 per Share. Capitalized terms that are used but not defined herein or in the Terms and Conditions attached hereto (collectively, this “Award Agreement”) shall have the meanings ascribed to such terms in the Plan. For purposes of this Award Agreement, the terms “Cause”, “Good Reason” and “Incapacity” shall have the meanings ascribed to such terms in the Offer Letter, dated as of June 9, 2016, between the Company and you (the “Offer Letter”).

Unless otherwise provided under this Award Agreement, subject to your continued employment by the Company or one of its Subsidiaries from the Grant Date through June 9, 2019 (the “Vesting Date”), and your continued holding of the “Purchased Stock” (as defined in the Offer Letter) through the Vesting Date (the “Holding Condition”), a number of Options determined as follows shall vest:

•
Options in respect of 133,334 Shares shall become vested if the average closing price of Shares over any 15 consecutive trading day period between the Grant Date and the Vesting Date is at least $37.34 (the “First Price Target”);

•
Options in respect of an additional 133,333 Shares shall become vested if the average closing price of Shares over any 15 consecutive trading day period between the Grant Date and the Vesting Date is at least $44.81;

•
Options in respect of an additional 133,333 Shares shall become vested if the average closing price of Shares over any 15 consecutive trading day period between the Grant Date and the Vesting Date is at least $47.79 (each of the foregoing price targets, a “Price Target”).

    


Except as expressly provided below, any Options with respect to which the applicable Price Target has not been attained as of the Vesting Date shall be forfeited automatically at such time.

The Company shall comply with federal, state and local tax withholding requirements with respect to the taxable income you will recognize from exercise of the Options (which may include withholding from delivery a sufficient number of Shares to provide for the payment of withholding taxes or withholding cash compensation, as permitted under relevant law). 
Prior to your acceptance of this Award, you will need to review this Award Agreement, which includes the following documents provided below:

•
The Terms and Conditions, which together with the Plan (receipt of a copy of which is hereby acknowledged by you) and the Offer Letter, govern this Award.

•
A copy of The Brink’s Company Compensation Recoupment Policy (as amended from time to time, the “Recoupment Policy”, the current version of which is attached hereto as Exhibit A), which provides that incentive compensation that meets the definition of Excessive Compensation under the Recoupment 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 to the terms of the Recoupment Policy in order to receive this Award, as outlined in Section 8(a) of this Award Agreement.
•
The Restrictive Covenant Agreement (which is attached hereto as 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 Award, as outlined in Section 9 of the Terms and Conditions.


By your signature and the authorized Company signature below and on the final page of the Terms and Conditions, you and the Company agree that this Award is granted under and governed by the terms and conditions of this Award Agreement, the Offer Letter, and the Plan (receipt of a copy of which is hereby acknowledged, and which is incorporated by reference into this Award Agreement).
/s/McAlister C. Marshall, II
 
As of June 9, 2016
The Brink’s Company
 
Date
 
 
 
/s/Douglas A. Pertz
 
As of June 9, 2016
Employee
 
Date





TERMS AND CONDITIONS

1. Subject to all the terms and conditions of the Plan, the employee identified above (the “Employee”) is granted this Award as set forth above.

2. (a) Notwithstanding Section 11(a) of the Plan (which shall be inapplicable to this Award), if prior to a Change in Control and the Vesting Date, the Employee’s employment by the Company or one of its Subsidiaries is terminated by the Company or one of its Subsidiaries without Cause, by the Employee for Good Reason, or due to the Employee’s death or Incapacity, then (i) a number of unvested Options as to which the applicable Price Target has been attained (and, for this purpose, the First Price Target shall be deemed attained if not otherwise attained) equal to (x) the number of such Options multiplied by (y) a fraction, the numerator of which is the number of days from and including the Start Date through and including the date of termination plus 548 days (up to 1,095), and the denominator of which is 1,095 (the “Pro-Ration Fraction”) shall vest on the date of termination; and (ii) a number of unvested Options for which the applicable Price Target has not been attained or deemed attained as of the date of termination equal to the number of such Options multiplied by the Pro-Ration Fraction shall remain outstanding and eligible to vest subject to attaining the applicable Price Target during the six-month period following the date of termination. Options that are not vested and that do not remain eligible to vest on the date of termination after the application of the preceding sentence shall be forfeited three months following the date of termination (except as provided in Section 3(c)), and Options that remain eligible to vest for six months following the date of termination pursuant to clause (ii) of the preceding sentence and as to which the applicable Price Target is not attained during such six-month period shall be forfeited automatically at the end of such six-month period.

2. (b) If prior to a Change in Control and the Vesting Date, the Employee’s employment by the Company or one of its Subsidiaries terminates for any reason not contemplated by Section 2(a) of this Award Agreement, any unvested Options subject to this Award shall be forfeited automatically upon such termination.

2. (c)     Notwithstanding the above, the Holding Condition shall cease upon the Employee’s termination of employment.

3. (a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board or the Committee, if, in the event of a Change in Control that occurs on or prior to the Vesting Date, this Award remains outstanding or the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the exercise price and number and kinds of shares underlying this Award, any portion of this Award that is unvested shall remain outstanding and eligible to vest and be exercised in accordance with the terms of this Award Agreement; provided, however, the Price Targets shall cease to apply following a Change in Control. If, in the event of a Change in Control, this Award does not remain outstanding or the successor company does not so assume this Award or provide a substitute award, Section 12(g) of the Plan shall apply to this Award, and the Price Targets shall be deemed achieved.



3.    (b) Notwithstanding Section 3(a) of this Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its Subsidiaries terminates prior to the Vesting Date for any reason other than a termination by the Company or one of its Subsidiaries for Cause or by the Employee without Good Reason, then upon such termination, any unvested Options subject to this Award shall automatically vest in full without regard to the Price Targets.

3.    (c) If the Employee’s employment by the Company or one of its Subsidiaries is terminated by the Company or one of its Subsidiaries without Cause or by the Employee for Good Reason during the three-month period prior to a Change in Control that occurs on or prior to the Vesting Date, then upon the Change in Control, any outstanding unvested Options subject to this Award shall automatically vest in full without regard to the Price Targets.

3.    (d) Notwithstanding the above, the Holding Condition shall cease upon a Change in Control.

4. Options, to the extent vested, may be exercised by the Employee with respect to all or such portion of the Shares subject to this Award until the termination of the Options. The Options shall automatically terminate and no longer be exercisable upon June 9, 2022 or, if earlier, (a) in the case of Options which are vested upon termination of employment, (X) the first anniversary of a termination due to death or Incapacity, (Y)  immediately upon a termination by the Company for Cause, and (Z) 90 days following termination for any other reason, and (b) in the case of Options that vest following termination of employment pursuant to Section 2(a)(ii) or 3(c) of this Award Agreement, 90 days following the applicable vesting date.

5. In order to exercise Options, the Employee shall provide written notice to the Company, specifying the number of Shares to be purchased, and shall tender the full purchase price of the Shares covered by such exercise, in accordance with Section 6(d) of the Plan. Such payment may be made in Shares already owned by the Employee. Such exercise shall be effective upon receipt by the Company of such notice and tender. Notwithstanding the foregoing, in accordance with Section 12(h) of the Plan, the Options shall be automatically, and without any action by Employee, deemed exercised, by means of a “net exercise” procedure, immediately prior to the expiration of the Options if the then Fair Market Value of the underlying Shares at that time exceeds the exercise price of the Options.

6. In accordance with Section 14(b) of the Plan, if the Employee 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 income resulting from such payment.

7. The Options are not transferable by the Employee otherwise than by will or by the laws of descent and distribution and shall be exercised during the lifetime of the Employee only by the Employee or by the Employee’s duly appointed legal representative.



8. (a) This Agreement is subject to the terms and conditions of the Recoupment Policy, a copy of which is attached 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 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 Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may 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).

8.    (b) In exchange for this Award, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all Incentive Awards previously granted 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 may 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 8(b) without agreeing to the consent in this Section 8(b).

9. In connection with the Employee’s acceptance of this Award and in consideration of the promises contained in this Award Agreement, 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 Covenant Agreement, and the Employee expressly agrees to (a) return to the Company any Shares previously delivered pursuant to this Award Agreement, (b) reimburse the Company for all withholding taxes paid in connection with settlement of this Award and (c) pay to the Company the aggregate proceeds received from any sale or disposition of Shares previously delivered pursuant to this Award Agreement, promptly upon a breach of such Restrictive Covenant Agreement.

10. All other provisions contained in the Plan are incorporated in this Award Agreement by reference. The Board or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of the Employee with respect to this Award, the Employee’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 Board or the Committee (or a designee thereof) and the Employee. The Company shall provide, by registered or certified mail, the Employee with written notice of any amendment to this Award Agreement or the Plan that requires the consent or agreement of the Employee, which amendment, if adopted prior to a Change in Control, shall become automatically effective unless the Employee,


within 30 days of the date the Company provides such notice, gives written notice to the Company that such amendment is not accepted by the Employee, in which case the terms of this Award Agreement and the Plan 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 shall be final, conclusive and binding on the Company and the Employee.

11. 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.

12. 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 herein and any successor.


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

/s/McAlister C. Marshall, II
 
As of June 9, 2016
The Brink’s Company
 
Date
/s/Douglas A. Pertz
 

As of June 9, 2016
Employee
 
Date
 
Street address, City, State & ZIP


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.


EXHIBIT B

Restrictive Covenant Agreement (“RCA”)

1. Definitions :

a. “Company” means The Brink’s Company.

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 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.

d. “Employee” means the employee identified in the Award Agreement to which this RCA is attached as Exhibit B.

e. “Material Contact” means with respect to an employee or independent contractor of the Company, Employee worked with the employee or independent contractor of the Company in furtherance of the business interests of the Company and within twelve (12) months prior to the cessation of


Employee’s employment or, with respect to an employee or independent contractor of the Company, Customer (defined below) or Vendor (defined below), Employee personally communicated with the employee or independent contractor of the Company, Customer or Vendor 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.

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

g. “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.

h. “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.
i. “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.
j. “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 the Company and/or obtain patents, trademark registrations or copyrights belonging to the 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 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 the 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 the 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 the Company’s equipment, supplies, facilities, trade secrets or Confidential Information, except for inventions that either: (1) relate, at the time that the invention is conceived or reduced to practice, to the business of the 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 2 and excluded from this Section. The failure of the parties to attach any Exhibit 2 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 the 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 . The Company agrees, and Employee acknowledges, that the 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 thereafter, Employee shall not, directly or indirectly, divulge or make use of any Confidential Information 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. 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 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 this RCA in the event that Employee leaves employment with the Company, and that this RCA does not pose an undue hardship on Employee. Employee further acknowledges that Employee’s breach of any provision of this RCA 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 this RCA (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 Award Agreement to which this RCA is attached as Exhibit B.
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, 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 State of Texas, except that any Texas 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 Northern District of Texas or any state court sitting in Dallas County, Texas, at the sole option of the Company, and Employee expressly consents to the personal jurisdiction in these courts and in the State of Texas, 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 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.



Exhibit 1

In accordance with Section 1.g, “Restricted Territory” includes:
•        
  U.S.A.
•        
  Argentina
•        
  Australia
•        
Belgium
•        
Bolivia
•        
Brazil
•        
Canada
•        
Chile
•        
China
•        
Colombia
•        
France
•        
Germany
•        
Greece
•        
Hong Kong SAR
•        
Hungary
•        
India
•        
Ireland
•        
Israel
•        
Italy
•        
Japan
•        
Jordan
•        
Korea
•        
Luxembourg
•        
Macau
•        
Madagascar
•        
Mauritius
•        
Mexico
•        
Morocco
•        
Panama
•        
Reunion
•        
Russia
•        
Singapore
•        
South Africa
•        
Switzerland
•        
Taiwan
•        
Turkey
•        
United Arab Emirates
•        
United Kingdom
•        
Venezuela
•        
Vietnam



EXHIBIT 31.1
 
I, Douglas A. Pertz, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 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:            July 28, 2016



 
/s/ Douglas A. Pertz
 
 
Douglas A. Pertz
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 


EXHIBIT 31.2
 
I, Ronald J. Domanico, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 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:           July 28, 2016
 


 
  /s/ Ronald J. Domanico
 
 
Ronald J. Domanico
 
 
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  June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas A. Pertz, 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/ Douglas A. Pertz                                                       
Douglas A. Pertz
President and Chief Executive Officer
(Principal Executive Officer)

July 28, 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  June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald J. Domanico, 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/ Ronald J. Domanico
Ronald J. Domanico
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

July 28, 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.