Edgar Filing: BRINKS CO

form_10-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 001-09148

THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

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

	P.O. Box 18100,
	1801 Bayberry Court
	Richmond, Virginia		23226-8100
	(Address of principal executive offices)		(Zip Code)

	Registrant’s telephone number, including area code		(804) 289-9600

	Securities registered pursuant to Section 12(b) of the Act:
			Name of each exchange on
	Title of each class		which registered
	The Brink’s Company Common Stock, Par Value $1		New York Stock Exchange

	Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of February 21, 2014, there were issued and outstanding 48,425,029 shares of common stock. The aggregate market value of shares of common stock held by non-affiliates as of June 30, 2013, was $1,220,954,365.

Documents incorporated by reference: Part III incorporates information by reference from portions of the Registrant’s definitive 2014 Proxy Statement to be filed pursuant to Regulation 14A.

THE BRINK’S COMPANY

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2013

TABLE OF CONTENTS

PART I

		Page
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

	Executive Officers of the Registrant	15

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
	Purchases of Equity Securities	16
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	68
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	113
Item 9A.	Controls and Procedures	113
Item 9B.	Other Information	113

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	114
Item 11.	Executive Compensation	114
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
Item 13.	Certain Relationships and Related Transactions, and Director Independence	114
Item 14.	Principal Accountant Fees and Services	114

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	115

PART I

ITEM 1. BUSINESS

Overview

The Brink’s Company is a premier provider of secure logistics and security solutions, including cash-in-transit, ATM replenishment and maintenance, secure international transportation of valuables and cash management services, to financial institutions, retailers, government agencies including central banks, mints, jewelers and other commercial operations around the world. Our international network serves customers in more than 100 countries and employs approximately 65,100 people. Our operations include approximately 1,000 facilities and 12,700 vehicles. Our headquarters are located in Richmond, Virginia. A significant portion of our business is conducted internationally, with 82% of our $3.9 billion in revenues earned outside the United States. The Brink’s Company, along with its subsidiaries, is referred to as “we,” “our,” “Brink’s,” or “the Company” throughout this Form 10-K.

Effective December 31, 2013, Brink’s changed its reporting segments. Brink’s now reports its financial results in four segments: Latin America; Europe, Middle East and Africa (“EMEA”); North America and Asia Pacific. Previously, the Company’s reporting segments were International (comprised of Latin America, EMEA and Asia Pacific) and North America.

Financial information related to our four segments and non-segment income and expense is included in the consolidated financial statements on pages 68–112. Financial results are reported in U.S. dollars and are affected by fluctuations in the relative value of foreign currencies. Additional information about risks associated with our foreign operations is provided on pages 7, 47 and 67. We have significant liabilities associated with our retirement plans, a portion of which has been funded. See pages 55–58 and 84–92 for more information on these liabilities. Additional risk factors are described on pages 7–11.

Business and Financial Highlights

Brink’s operations are located throughout the world with the majority of our revenues (77%) and segment operating profit (98%) earned outside of North America.

We serve customers in over 100 countries. Our global network includes ownership interests in operations in 43 countries and agency relationships with companies in additional countries. In some instances, local laws limit the extent of our ownership interest.

Latin America’s operations include 442 branches in 11 countries. Latin America’s operations generated $1.7 billion in revenues in 2013, representing 44% of Brink’s consolidated revenues and segment operating profit of $150 million (59% of consolidated segment operating profit). In 2013, per-country revenues and percentage of total Latin America revenues for the largest countries in the region were as follows: Mexico – $450 million (26%), Venezuela – $447 million (26%), and Brazil – $392 million (23%).

EMEA’s operations include 228 branches in 21 countries. EMEA’s operations generated $1.2 billion in revenues in 2013, representing 30% of Brink’s consolidated revenues. Segment operating profit was $82 million, representing 32% of consolidated segment operating profit. EMEA’s largest operation is in France with $543 million (46% of EMEA revenues).

North America’s operations include 143 branches in the U.S. and 51 branches in Canada. North America’s operations generated 2013 revenues of $898 million, representing 23% of Brink’s consolidated revenues. Segment operating profit was $5 million or 2% of consolidated segment operating profit.

Asia Pacific operates 95 branches in 9 countries and generated $145 million in revenues (4% of consolidated revenues) and $17 million in segment operating profit (7% of consolidated segment operating profit) in 2013.

The majority of Brink’s consolidated revenues in 2013 was earned in 9 countries, each contributing in excess of $100 million. The 2013 revenues from these countries totaled $3.1 billion or 80% of consolidated revenues. These operations, in declining order of revenues, were the U.S., France, Mexico, Venezuela, Brazil, Canada, Colombia, Argentina, and the Netherlands.

(In millions)					2013	% total	% change		2012	% total	% change		2011	% total	% change

Revenues by region:

	Latin America:
		Mexico		$	450.4	11	6	$	424.0	11	2	$	415.2	11	fav
		Venezuela			447.1	11	31		342.6	9	27		269.2	7	45
		Brazil			392.0	10	1		388.3	10	-		386.8	11	28
		Other			431.2	11	2		424.5	11	9		389.5	11	16
			Total		1,720.7	44	9		1,579.4	42	8		1,460.7	40	66

	EMEA
		France			542.5	14	1		535.5	14	(2)		545.2	15	7
		Other			635.8	16	8		590.4	16	(1)		597.8	16	16
			Total		1,178.3	30	5		1,125.9	30	(1)		1,143.0	31	12

	North America
		U.S.			707.5	18	-		706.7	19	(4)		733.5	20	-
		Canada			190.9	5	2		186.6	5	(2)		189.9	5	2
			Total		898.4	23	1		893.3	24	(3)		923.4	25	1

	Asia Pacific				144.8	4	6		136.4	4	-		135.8	4	27

Total Revenues				$	3,942.2	100	6	$	3,735.0	100	2	$	3,662.9	100	25

Amounts may not add due to rounding.

Geographic financial information related to revenues and long-lived assets is included in the consolidated financial statements on page 82.

Services

Brink’s provides customized contractual services designed to meet the distinct needs of our customers. Revenues are generated from charges per service performed or based on the value of goods transported. As a result, revenues are affected by the level of economic activity in various markets as well as the volume of business for specific customers. Cash-in-transit (“CIT”) and ATM contracts usually cover an initial term of at least one year and in many cases one to three years, and generally remain in effect thereafter until canceled by either party. Contracts for Cash Management Services are typically longer. Costs are incurred when preparing to serve a new customer or to transition away from an existing customer. Operating profit is generally stronger in the second half of the year, particularly in the fourth quarter, as economic activity is typically stronger during this period. Following are descriptions of our diverse service offerings.

Core Services (55% of total revenues in 2013)

CIT and ATM Services are core services we provide to customers throughout the world. Core services generated approximately $2.2 billion of revenues in 2013.

CIT Services – Serving customers since 1859, our success in CIT is driven by a combination of rigorous security practices, high-quality customer service, risk management and logistics expertise. CIT Services generally include the secure transportation of:

·	cash between businesses and financial institutions such as banks and credit unions

·	cash, securities and other valuables between commercial banks, central banks and investment banking and brokerage firms

·	new currency, coins, bullion and precious metals for central banks and other customers

ATM Services – We provide customers who own and operate ATMs a variety of service options. We manage 88,800 ATMs worldwide.

·	We provide basic ATM management services using our secure transportation network, including cash replenishment and first and second line maintenance.

We also provide premium service levels for Brink's Integrated Managed Services (“Brink’s IMS”) clients. Brink's IMS’ offerings include cash replenishment, replenishment forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, installation services, and first and second line maintenance.

High-Value Services (37% of total revenues in 2013)

Our Core Services, combined with our brand and global infrastructure, provide a substantial platform from which we offer additional High-Value Services. High-Value Services generated approximately $1.5 billion of revenues in 2013.

Global Services – Serving customers in more than 100 countries, Brink’s is a leading global provider of secure logistics for valuables including diamonds, jewelry, precious metals, securities, currency, high-tech devices, electronics and pharmaceuticals. Our comprehensive suite of services includes packing, pickup, secure storage, inventory management, customs clearance, consolidation and secure transport and delivery through a combination of armored vehicles and secure air and sea transportation to leverage our extensive global network. Our specialized diamond and jewelry operations have offices in the world’s major diamond and jewelry centers.

Cash Management Services – Brink’s offers a fully integrated approach to managing the supply chain of cash, from point-of-sale through transport, vaulting, bank deposit and related credit. Cash Management Services include:

·	money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.) and other cash management services

·	deploying and servicing “intelligent” safes and safe control devices, including our patented CompuSafe® service

·	integrated check and cash processing services (“Virtual Vault”)

·	check imaging services

Other cash management services include cashier balancing, counterfeit detection, account consolidation and electronic reporting. Retail and bank customers use Brink’s to count and reconcile coins and currency, prepare bank deposit information and replenish coins and currency in specific denominations.

Brink’s offers a variety of advanced technology applications, including online cash tracking, cash inventory management, check imaging for real-time deposit processing, and a variety of other web-based tools that enable banks and other customers to reduce costs while improving service to their customers.

Brink’s CompuSafe® service offers customers an integrated, closed-loop system for preventing theft and managing cash. We market CompuSafe services to a variety of cash-intensive customers such as convenience stores, gas stations, restaurants, retail chains and entertainment venues. Once the specialized safe is installed, the customer’s employees deposit currency into the safe’s cassettes, which can only be removed by Brink’s personnel. Upon removal, the cassettes are securely transported to a vault for processing where contents are verified and transferred for deposit. Our CompuSafe service features currency-recognition and counterfeit-detection technology, multi-language touch screens and an electronic interface between the point-of-sale, back-office systems and external banks. Our electronic reporting interface with external banks enables customers to receive same-day credit on their cash balances, even if the cash remains on the customer’s premises.

Virtual Vault services combine CIT Services, Cash Management Services, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment orders and electronically transmit banking transactions.

We believe the quality and scope of our money processing and information systems differentiate our Cash Management Services from competitive offerings.

Payment Services – We provide convenient payment services, including bill payment processing, mobile top-up, Brink’s Money™ prepaid cards, and the Brink’s Checkout service.

Bill payment processing services include bill payment acceptance and processing services on behalf of utility companies and other billers. Consumers can pay bills, top-up prepaid mobile phones and manage accounts at Brink’s payment locations or locations that we operate on behalf of utility companies and banks. This service is offered at over 20,000 locations in Brazil, Mexico, Colombia and Panama.

We offer Brink’s Money™ prepaid payroll cards to employers so that they can pay their employees electronically. Brink’s Money™ cards can be used at stores, restaurants and online retailers, provide access to cash at ATM’s worldwide, and are more efficient than traditional paper paychecks. This product is targeted to the millions of unbanked and under-banked Americans looking for alternative financial products.

In January 2014, we launched Brink’s Checkout, a payment processing service that enables merchants to sell online to global markets. Brink’s Checkout is a turn‐key e‐commerce payments service that complies with Payment Card Industry (PCI) data security

standards and enables merchants to accept online credit card, debit card and PayPal™ payments. The system can be set up in minutes and works across 196 countries, 26 different currencies, and 15 languages.

Commercial Security Systems –We provide commercial security system services in designated markets in Europe. Our security system design and installation services include alarms, motion detectors, closed-circuit televisions, digital video recorders, and access control systems, including card and biometric readers, electronic locks, and turnstiles. Monitoring services may also be provided after systems have been installed.

Other Security Services (8% of total revenues in 2013)

Security and Guarding – We protect airports, offices, warehouses, stores, and public venues with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel.

We offer security and guarding services in France, Luxembourg, Greece and Germany. A portion of this business involves long-term contracts related primarily to security services at airports and embassies. Generally, guarding contracts are for a one-year period, and the majority of contracts are extended.

Strategy

Our growth strategy is as follows:

·	Maximize profits in developed markets

o	Invest in higher-margin solutions to shift revenue mix from Core Services to High-Value Services.

o	Invest in Brink’s Integrated Management Services, which provides cash supply chain solutions for our financial institution customers. See page 2 for more detail.

o	Reduce presence in underperforming markets.

·	Invest in emerging markets that meet internal metrics for projected growth, profitability and return on investment. Continue to invest in Latin America to benefit from strong growth in the region.

·	Invest in adjacent security-related markets where we can create value for customers with our brand, security expertise, global infrastructure and other competitive advantages.

o	Examples include several new Payment Services businesses that provide services to consumers and small businesses.

o	Explore the re-entry of the monitored home security and "smart home" industry. In 2008, we spun off our residential security business, and we believe consumers continue to trust our brand and capabilities.

Our strategy to control costs is as follows:

·	Global procurement – achieve cost synergies available to companies of Brink’s size and geographic scope.

·	Centralize management and reduce costs of key functions, such as purchase and maintenance of our fleet, IT resources, travel management, and back-office functions such as finance and human resources.

·	Organizational structure – ensure appropriate spans of control and layers of management to promote an effective and non-bureaucratic structure.

·	Deliver on productivity investments and cost control efforts in the U.S.

Industry and Competition

Brink’s competes with large multinational, regional and smaller companies throughout the world. Our largest multinational competitors are G4S plc (U.K.); Loomis AB (Sweden); Prosegur, Compania de Seguridad, S.A. (Spain); and Garda World Security Corporation (Canada).

We believe the primary factors in attracting and retaining customers are security expertise, service quality, and price. Our competitive advantages include:

·	brand name recognition

·	reputation for a high level of service and security

·	risk management and logistics expertise

·	value-based solutions expertise

·	global infrastructure and customer base

·	proprietary cash processing and information systems

·	proven operational excellence

·	high-quality insurance coverage and financial strength

Our cost structure is generally competitive, although certain competitors may have lower costs due to a variety of factors, including lower wages, less costly employee benefits, and less stringent security and service standards.

Although we face competitive pricing pressure in many markets, we resist competing on price alone. We believe our high levels of service and security, as well as value-added solutions differentiate us from competitors.

The availability of high-quality and reliable insurance coverage is an important factor in our ability to attract and retain customers and manage the risks inherent in our business. We purchase insurance coverage for losses in excess of what we consider to be prudent levels of self-insurance. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and certain other exclusions typical in such policies.

Insurance for security is provided by different groups of underwriters at negotiated rates and terms. Premiums fluctuate depending on market conditions. The security loss experience of Brink’s and, to a limited extent, other armored carriers affects our premium rates.

Service Mark and Patents

BRINKS is a registered service mark in the U.S. and certain foreign countries. The BRINKS mark, name and related marks are of material significance to our business. We own patents for safes and related services, including our integrated CompuSafe® service, which expire between 2015 and 2027. These patents provide us with important advantages; however, we are not dependent on the existence of these patents.

We have licensed the Brink’s name to a limited number of companies, including a distributor of security products (padlocks, door hardware, etc.) offered for sale to consumers through major retail chains.

Government Regulation

Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations, equipment and financial responsibility. Intrastate operations in the U.S. are subject to state regulation. Operations outside of the United States are regulated to varying degrees by the countries in which we operate.

Employee Relations

At December 31, 2013, our company had approximately 65,100 full-time and contract employees, including approximately 7,600 employees in the United States (of whom approximately 950 were classified as part-time employees) and approximately 57,500 employees outside the United States. At December 31, 2013, Brink’s was a party to twelve collective bargaining agreements in North America with various local unions covering approximately 1,700 employees. The agreements have various expiration dates from 2014 to 2020. Outside of North America, approximately 58% of employees are represented by trade union organizations. We believe our employee relations are satisfactory.

Acquisitions

Below is a summary of the significant businesses we acquired in the last three years. See note 6 to the consolidated financial statements for more information on these acquisitions.

France. In January 2012, we acquired Kheops, SAS, a provider of logistics software and related services, for $17 million. This acquisition gives us proprietary control of software used primarily in our CIT and Cash Management Services operations in France.

Brazil. In January 2013, we acquired Brazil-based Rede Transacoes Eletronicas Ltda. (“Rede Trel”) for $28 million. Rede Trel distributes electronic prepaid products, including mobile phone airtime, via a network of approximately 20,000 retail locations across Brazil. Rede Trel’s strong distribution network supplements Brink’s existing payments business, ePago, which has operations in Brazil, Mexico, Colombia and Panama.

Discontinued Operations

Below is a summary of the significant businesses we disposed in the last three years. See note 18 to the consolidated financial statements for more information on these dispositions. The results of these operations have been excluded from continuing operations and are reported as discontinued operations for the current and prior periods. We continue to operate our Global Services business in each of these countries.

Cash-in-transit operations sold or shut down:

·	Poland (sold in March 2013)

·	Turkey (shut down in June 2013)

·	Hungary (sold in September 2013)

·	Germany (sold in December 2013)

Our former CIT operation in Belgium filed for bankruptcy in November 2010, after a restructuring plan was rejected by local union employees, and was placed in bankruptcy on February 2, 2011. We deconsolidated the Belgium subsidiary in 2010.

Guarding operations sold:

·	Morocco (December 2012)

·	France (January 2013)

·	Germany (July 2013)

Other operations sold:

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

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

Former Coal Businesses. We have significant liabilities related to benefit plans that pay medical costs for retirees of our former coal operations. A portion of these liabilities has been funded. We expect to have ongoing expenses within continuing operations and future cash outflow for these liabilities. See notes 3 and 18 to the consolidated financial statements for more information.

Available Information and Corporate Governance Documents

The following items are available free of charge on our website (www.brinks.com) as soon as reasonably possible after filing or furnishing them with the Securities and Exchange Commission (the “SEC”):

·	Annual reports on Form 10-K

·	Quarterly reports on Form 10-Q

·	Current reports on Form 8-K, and amendments to those reports

The following documents are also available free of charge on our website:

·	Corporate governance policies

·	Business Code of Ethics

·	The charters of the following committees of our Board of Directors (the “Board”): Audit and Ethics, Compensation and Benefits, and Corporate Governance and Nominating

Printed versions of these items will be mailed free of charge to shareholders upon request. Such requests can be made by contacting the Corporate Secretary at 1801 Bayberry Court, P. O. Box 18100, Richmond, Virginia 23226-8100.

ITEM 1A. RISK FACTORS

We operate in highly competitive industries.

We compete in industries that are subject to significant competition and pricing pressures in most markets. In addition, our business model requires significant fixed costs associated with offering many of our services including costs to operate a fleet of armored vehicles and a network of secure branches. Because we believe we have competitive advantages such as brand name recognition and a reputation for a high level of service and security, we resist competing on price alone. However, continued pricing pressure from competitors or failure to achieve pricing based on the competitive advantages identified above could result in lost volume of business and have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, given the highly competitive nature of our industries, it is important to develop new solutions and product and service offerings to help retain and expand our customer base. Failure to develop, sell and execute new solutions and offerings in a timely and efficient manner could also negatively affect our ability to retain our existing customer base or pricing structure and have an adverse effect on our business, financial condition, results of operations and cash flows.

Decreased use of cash could have a negative impact on our business.

The proliferation of payment options other than cash, including credit cards, debit cards, stored-value cards, mobile payments and on-line purchase activity, could result in a reduced need for cash in the marketplace and a decline in the need for physical bank branches and retail stores. To mitigate this risk, we are developing new lines of business and investing in adjacent security-related markets, but there is a risk that these initiatives may not offset the risks associated with our traditional cash-based business and that our business, financial condition, results of operations and cash flows could be negatively impacted.

We have significant operations outside the United States.

We currently serve customers in more than 100 countries, including 43 countries where we operate subsidiaries. Eighty-two percent (82%) of our revenue in 2013 came from operations outside the U.S. We expect revenue outside the U.S. to continue to represent a significant portion of total revenue. Business operations outside the U.S. are subject to political, economic and other risks inherent in operating in foreign countries, such as:

·	the difficulty of enforcing agreements, collecting receivables and protecting assets through foreign legal systems;

·	trade protection measures and import or export licensing requirements;

·	difficulty in staffing and managing widespread operations;

·	required compliance with a variety of foreign laws and regulations;

·	enforcement of our global compliance program in foreign countries with a variety of laws, cultures and customs;

·	varying permitting and licensing requirements in different jurisdictions;

·	foreign ownership laws;

·	changes in the general political and economic conditions in the countries where we operate, particularly in emerging markets;

·	threat of nationalization and expropriation;

·	potential termination of the use of the euro and adoption of weaker new currencies as a result of the continued crisis in the Euro zone;

·	higher costs and risks of doing business in a number of foreign jurisdictions;

·	laws or other requirements and restrictions associated with organized labor;

·	limitations on the repatriation of earnings;

·	fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by governments to devalue official currency exchange rates;

·	inflation levels exceeding that of the U.S; and

·	inability to collect for services provided to government entities.

We are exposed to certain risks when we operate in countries that have high levels of inflation, including the risk that:

·	the rate of price increases for services will not keep pace with the cost of inflation;

·	adverse economic conditions may discourage business growth which could affect demand for our services;

·	the devaluation of the currency may exceed the rate of inflation and reported U.S. dollar revenues and profits may decline; and

·	these countries may be deemed “highly inflationary” for U.S. generally accepted accounting principles (“GAAP”) purposes.

We manage these risks by monitoring current and anticipated political and economic developments, monitoring adherence to our global compliance program and adjusting operations as appropriate. Changes in the political or economic environments of the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The gap between the official exchange rate in Venezuela and the unofficial rate widened in 2013. We expect the gap to continue to widen in the future. We use the official exchange rate to translate the income statements and balance sheets of our Venezuelan operations and our consolidated results expressed in U.S. dollars would not be as favorable if we had used unofficial rates.

The unofficial currency exchange markets used to exchange Venezuelan bolivars to U.S. dollars report rates that are significantly less favorable than the local official rate. At December 31, 2013, we held $93.8 million of cash and cash equivalents denominated in bolivars based on current official exchange rates. The amount of cash reported in our consolidated balance sheet at the end of 2013 would have declined by $86 million had we used recent unofficial market rates instead of the official rate to remeasure the local currency. Similarly, our reported revenues related to Venezuela would have declined by approximately $400 million.

Currency restrictions in Venezuela limit our ability to use earnings and cash flows outside of Venezuela and may negatively affect ongoing operations in Venezuela.

Because most of our past requests to convert bolivars to dollars have not been approved and certain past processes to obtain dollars are no longer available, we do not expect to be able to repatriate cash from Venezuela for the foreseeable future. Therefore, we do not expect to be able to use cash held in Venezuela for any purpose outside of that country, including reducing our U.S. debt, funding growth or business acquisitions or returning cash to shareholders.

We believe that currency exchange restrictions in Venezuela may disrupt the operation of our business in Venezuela because we may be unable to pay for goods and services that are required to be paid in dollars. This could reduce our ability to provide services to our customers in Venezuela, or could increase the cost of delivering the services, which would negatively affect our earnings and cash flows, and could result in a loss of control, shutdown or loss of the business in Venezuela.

Currency restrictions in Argentina may require us to use more expensive methods to repatriate earnings.

The Argentinean government has, from time-to-time, imposed limits on the exchange of local pesos into U.S. dollars. As a result, we have elected in the past and may elect in the future to repatriate cash from Argentina using alternative legal methods, which may result in less favorable exchange rates. At December 31, 2013, our Argentinean operations held $10.9 million in Argentinean pesos.

Our growth strategy may not be successful.

One element of our growth strategy is to extend our brand, strengthen our brand portfolio and expand our geographic reach through investments in adjacent security-related markets and selective acquisitions and divestitures. While we may identify opportunities for investments to support our growth strategy as well as acquisition and divestiture opportunities, our due diligence examinations and positions that we may take with respect to appropriate valuations for acquisitions and divestitures and other transaction terms and conditions may hinder our ability to successfully complete business transactions to achieve our strategic goals. In addition we may fail to achieve strategic objectives and anticipated revenue and segment operating profit improvements. There can be no assurance that:

·	we will identify and be successful in pursuing investment opportunities,

·	we will be able to acquire attractive businesses on favorable terms,

·	all future acquisitions will be accretive to earnings, or

·	future acquisitions will be rapidly and efficiently integrated into existing operations.

We may be unable to achieve, or may be delayed in achieving, our cost control initiatives.

We have launched a number of cost control initiatives to improve operating efficiencies and reduce operating costs. Although we have achieved annual cost savings associated with these initiatives, we may be unable to sustain the cost savings that we have achieved. In addition, if we are unable to achieve, or have any unexpected delays in achieving, additional cost savings, our results of operations and cash flow may be adversely affected. Even if we meet our goals as a result of these initiatives, we may not receive the expected financial benefits of these initiatives.

We may not realize the expected benefits of strategic acquisitions because of integration difficulties and other challenges, which may adversely affect our financial condition, results of operations or cash flows.

Our ability to realize the anticipated benefits from recent acquisitions will depend, in part, on successfully integrating each business with our company as well as improving operating performance and profitability through our management efforts and capital investments. The risks to a successful integration and improvement of operating performance and profitability include, among others, failure to implement our business plan, unanticipated issues in integrating operations with ours, unanticipated changes in laws and regulations, labor unrest resulting from union

operations, regulatory, environmental and permitting issues, the effect on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying and evaluating potential liabilities, risks and operating issues. The occurrence of any of these events may adversely affect our expected benefits of the recent acquisitions and may have a material adverse effect on our financial condition, results of operations or cash flows.

We have significant deferred tax assets in the United States that may not be realized.

Deferred tax assets are future tax deductions that result primarily from net operating losses and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes. We have $242 million of U.S. deferred tax assets recorded at the end of 2013 primarily related to our retirement plan obligations. These future tax deductions may not be realized if our expectations of future margin improvements of our U.S. business are not attained. Consequently, not realizing our U.S. deferred tax assets may significantly and materially affect our financial condition, results of operations and cash flows.

Restructuring charges may be required in the future.

There is a possibility we will take restructuring actions in one or more of our markets in the future to reduce expenses if a major customer is lost, if recurring operating losses continue, or if one of the risks described above in connection with our foreign operations materializes. These actions could result in significant restructuring charges at these subsidiaries, including recognizing impairment charges to write down assets, and recording accruals for employee severance and operating leases. These charges, if required, could significantly and materially affect results of operations and cash flows.

We have significant retirement obligations. Poor investment performance of retirement plan holdings and / or lower interest rates used to discount the obligations could unfavorably affect our liquidity and results of operations.

We have substantial pension and retiree medical obligations, a portion of which have been funded. The amount of these obligations is significantly affected by factors that are not in our control, including interest rates used to determine the present value of future payment streams, investment returns, medical inflation rates, participation rates and changes in laws and regulations. The funded status of the primary U.S. pension plan was approximately 88% as of December 31, 2013. Based on actuarial assumptions at the end of 2013, we expect that we will be required to make contributions totaling $110 million to the plan over the next five years. This could adversely affect our liquidity and our ability to use our resources to make acquisitions and to otherwise grow our business.

We have $589 million of actuarial losses recorded in accumulated other comprehensive income (loss) at the end of 2013. These losses relate to changes in actuarial assumptions that have increased the net liability for benefit plans. These losses have not been recognized in earnings. These losses will be recognized in earnings in future periods to the extent they are not offset by future actuarial gains. Our projections of future cash requirements and expenses for these plans could be adversely affected if our retirement plans have additional actuarial losses.

Our earnings and cash flow could be materially affected by increased losses of customer valuables.

We purchase insurance coverage for losses of customer valuables for amounts in excess of what we consider prudent deductibles and/or retentions. Insurance is provided by different groups of underwriters at negotiated rates and terms. Coverage is available to us in major insurance markets, although premiums charged are subject to fluctuations depending on market conditions. Our loss experience and that of other companies in our industry affects premium rates. We are not insured for losses below our coverage limits and recognize expense up to these limits for actual losses. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and various other exclusions typical for such policies. The availability of high-quality and reliable insurance coverage is an important factor in obtaining and retaining customers and managing the risks of our business. If our losses increase, or if we are unable to obtain adequate insurance coverage at reasonable rates, our financial condition, results of operations and cash flows could be materially and adversely affected.

We have risks associated with confidential individual information.

In the normal course of business, we collect, process and retain sensitive and confidential information about individuals. Despite the security measures we have in place, our facilities and systems, and those of third-party service providers and business partners, could be vulnerable to security breaches (including cybersecurity breaches), acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us or by third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.

Negative publicity to our name or brand could lead to a loss of revenue or profitability.

We are in the security business and our success and longevity are based to a large extent on our reputation for trust and integrity. Our reputation or brand, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically, securely and responsibly. Any damage to our brand could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failures of our IT system could have a material adverse effect on our business.

We are heavily dependent on our information technology (IT) infrastructure. Significant problems with our infrastructure, such as telephone or IT system failure, cybersecurity breaches, or failure to develop new technology platforms to support new initiatives and product and service offerings, could halt or delay our ability to service our customers, hinder our ability to conduct and expand our business and require significant remediation costs. In addition, we continue to evaluate and implement upgrades to our IT systems. We are aware of inherent risks associated with replacing these systems, including accurately capturing data and system disruptions, and believe we are taking appropriate action to mitigate these risks through testing, training, and staging implementation. However, there can be no assurances that we will successfully launch these systems as planned or that they will occur without disruptions to our operations. Any of these events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We operate in regulated industries.

Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations and equipment and financial responsibility. Intrastate operations in the U.S. are subject to regulation by state regulatory authorities and interprovincial operations in Canada are subject to regulation by Canadian and provincial regulatory authorities. Our international operations are regulated to varying degrees by the countries in which we operate. Many countries have permit requirements for security services and prohibit foreign companies from providing different types of security services.

Changes in laws or regulations could require a change in the way we operate, which could increase costs or otherwise disrupt operations. In addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses. If laws and regulations were to change or we failed to comply, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Our inability to access capital or significant increases in our cost of capital could adversely affect our business.

Our ability to obtain adequate and cost-effective financing depends on our credit ratings as well as the liquidity of financial markets. A negative change in our ratings outlook or any downgrade in our current investment-grade credit ratings by the rating agencies could adversely affect our cost and/or access to sources of liquidity and capital. Additionally, such a downgrade could increase the costs of borrowing under available credit lines. Disruptions in the capital and credit markets could adversely affect our ability to access short-term and long-term capital. Our access to funds under short-term credit facilities is dependent on the ability of the participating banks to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity. Longer disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our access to capital needed for our business.

We have retained obligations from the sale of BAX Global.

In January 2006 we sold BAX Global (the Company’s former international freight forwarding and logistics operations). We retained some of the obligations related to these operations, primarily for taxes owed prior to the date of sale. In addition, we provided indemnification customary for these sorts of transactions. Future unfavorable developments related to these matters could require us to record additional expenses or make cash payments in excess of recorded liabilities. The occurrence of these events could have a material adverse effect on our financial condition, results of operations and cash flows.

We are subject to covenants for our credit facilities and for our unsecured notes.

Our credit facilities as well as our unsecured notes are subject to financial covenants, including a limit on the ratio of debt to earnings before interest, taxes, depreciation, and amortization, limits on the ability to pledge assets, limits on the total amount of indebtedness we can incur, limits on the use of proceeds of asset sales and minimum coverage of interest costs. Although we believe none of these covenants are presently restrictive to operations, the ability to meet the financial covenants can be affected by changes in our results of operations or financial condition. We cannot provide assurance that we will meet these covenants. A breach of any of these covenants could result in a default under existing credit facilities. Upon the occurrence of an event of default under any of our credit facilities, the lenders could cause amounts

outstanding to be immediately payable and terminate all commitments to extend further credit. The occurrence of these events would have a significant effect on our liquidity and cash flows.

Our effective income tax rate could change.

We serve customers in more than 100 countries, including 43 countries where we operate subsidiaries, all of which have different income tax laws and associated income tax rates. Our effective income tax rate can be significantly affected by changes in the mix of pretax earnings by country and the related income tax rates in those countries. In addition, our effective income tax rate is significantly affected by the ability to realize deferred tax assets, including those associated with net operating losses. Changes in income tax laws, income apportionment, or estimates of the ability to realize deferred tax assets, could significantly affect our effective income tax rate, financial position and results of operations. We are subject to the regular examination of our income tax returns by various tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our business.

We have certain environmental and other exposures related to our former coal operations.

We may incur future environmental and other liabilities in connection with our former coal operations, which could materially and adversely affect our financial condition, results of operations and cash flows.

We may be exposed to certain regulatory and financial risks related to climate change.

Growing concerns about climate change may result in the imposition of additional environmental regulations to which we are subject. Some form of federal regulation may be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or "cap and trade" legislation. The outcome of this legislation may result in new regulation, additional charges to fund energy efficiency activities or other regulatory actions. Compliance with these actions could result in the creation of additional costs to us, including, among other things, increased fuel prices or additional taxes or emission allowances. We may not be able to recover the cost of compliance with new or more stringent environmental laws and regulations from our customers, which could adversely affect our business. Furthermore, the potential effects of climate change and related regulation on our customers are highly uncertain and may adversely affect our operations.

Forward-Looking Statements

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 organic revenue growth and segment operating profit margin in 2014, the repatriation of cash from our Venezuelan and Argentinean operations, the anticipated financial effect of pending litigation, revenue and depreciation, profit growth and expected margins in the Company’s operating segments, the acquisition of new vehicles in the United States with capital leases, interest expense and rental expense related to the U.S. fleet, expected non-segment income and expenses, 2014 projected interest expense and interest and other income, the realization of deferred tax assets, our anticipated effective tax rate for 2014 and our tax position, the reinvestment of earnings on operations outside the United States, net income attributable to noncontrolling interests, expected earnings in Venezuela, projected currency impact on revenue, capital expenditures, capital leases and depreciation and amortization, the funding of future acquisitions and pension obligations, the ability to meet liquidity needs, future payment of bonds issued by the Peninsula Ports Authority of Virginia, 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, the projected impact of future excise tax on the UMWA plans, our ability to obtain U.S. dollars to operate our business in Venezuela, future devaluation in Venezuela, the effect of accounting rule changes, the performance of counterparties to hedging agreements, the recognition of unrecognized tax positions, future amortizations into net periodic pension and post-retirement cost, the deductibility of goodwill, projected minimum repayments of long-term debt, the replacement of operating leases, future minimum lease payments, and the recognition of costs related to equity awards. 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:

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

·	our ability to continue profit growth in Latin America;

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

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

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

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

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

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

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

·	changes in currency restrictions and in official and unofficial foreign exchange rates;

·	fluctuations in value of the Venezuelan bolivar;

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

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

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

·	costs related to dispositions and market exits;

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

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

·	the impact of turnaround actions responding to current conditions in Europe and North America and our productivity and cost control efforts in those regions;

·	our ability to obtain necessary information technology and other services at favorable pricing levels from third party service providers;

·	variations in costs or expenses and performance delays of any public or private sector supplier, service provider or customer;

·	our ability to obtain appropriate insurance coverage, positions taken by insurers with respect to claims made and the financial condition of insurers, safety and security performance, our loss experience, changes in insurance costs;

·	security threats worldwide and losses of customer valuables;

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

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

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

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

·	the nature of our hedging relationships;

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

·	our ability to realize deferred tax assets;

·	the outcome of pending and future claims, 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 interpretations of existing regulations.

The 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We have property and equipment in locations throughout the world. Branch facilities generally have office space to support operations, a vault to securely process and store valuables and a garage to house armored vehicles and serve as a vehicle terminal. Many branches have additional space to repair and maintain vehicles.

We own or lease armored vehicles, panel trucks and other vehicles that are primarily service vehicles. Our armored vehicles are of bullet-resistant construction and are specially designed and equipped to provide security for the crew and cargo.

The following table discloses leased and owned facilities and vehicles for Brink’s most significant operations as of December 31, 2013.

	Facilities				Vehicles
Region		Leased	Owned	Total		Leased	Owned	Total

U.S.		131	26	157		1,920	183	2,103
Canada		38	14	52		480	14	494
Latin America		373	121	494		593	5,701	6,294
EMEA		210	37	247		580	2,556	3,136
Asia Pacific		97	-	97		6	638	644
Total		849	198	1,047		3,579	9,092	12,671

As of December 31, 2013, we had approximately 19,100 units for our CompuSafe® service installed worldwide, of which approximately 15,400 units were located in the U.S.

ITEM 3. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see note 22 to the consolidated financial statements, “Other Commitments and Contingencies,” in Part II, Item 8 of this 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Executive Officers of the Registrant

The following is a list as of February 21, 2014, of the names and ages of the executive officers of The Company indicating the principal positions and offices held by each. There are no family relationships among any of the officers named.

Name	Age	Positions and Offices Held	Held Since

Thomas C. Schievelbein	60	Chairman, President and Chief Executive Officer	2012
Joseph W. Dziedzic	45	Vice President and Chief Financial Officer	2009
McAlister C. Marshall, II	44	Vice President and General Counsel	2008
Darren M. McCue	40	Vice President and Chief Commercial Strategy Officer	2013
Matthew A. P. Schumacher	55	Controller	2001
Holly R. Tyson	42	Vice President and Chief Human Resources Officer	2012
Patricia A. Watson	47	Vice President and Chief Information Officer	2013

Executive and other officers of the Company are elected annually and serve at the pleasure of the Board.

Mr. Schievelbein is the Chairman, President and Chief Executive Officer of the Company and has held that position since June 2012, prior to which he served as the interim President and Chief Executive Officer of the Company from December 2011 to June 2012 and the interim Executive Chairman of the Company from November 2011 to December 2011. He has also served as a director of the Company since March 2009. He was President of Northrop Grumman Newport News, a subsidiary of the Northrop Grumman Corporation, a global defense company, from November 2001 until November 2004, and was a business consultant from November 2004 to November 2011. Mr. Schievelbein currently also serves as a director of Huntington Ingalls Industries, Inc. and New York Life Insurance Company.

Mr. Dziedzic is the Vice President and Chief Financial Officer of the Company. Mr. Dziedzic was hired in May 2009 and appointed to this position in August 2009. Before joining the Company, Mr. Dziedzic was Chief Financial Officer at GE Aviation Services, a producer, seller and servicer of jet engines, turboprop and turbo shaft engines and related replacement parts, from March 2006 to May 2009.

Mr. Marshall was appointed Vice President and General Counsel of the Company in September 2008. He also previously held the office of Secretary from September 2008 to July 2009 and from June 2012 to November 2013.

Mr. McCue is the Vice President and Chief Commercial Strategy Officer of the Company. Mr. McCue joined the Company and was appointed to this position in February 2013. Before joining the Company, Mr. McCue was Executive Vice President of Strategy and Business Development for Consumer Financial Solutions at Aetna Inc. from 2011 to 2013. He also served as Executive Vice President of Strategy and Product Development for PayFlex Systems USA, Inc. from 2007 until the company was acquired by Aetna in 2011.

Mr. Schumacher has served in his present position for more than the past five years.

Ms. Tyson is the Vice President and Chief Human Resources Officer of the Company. Ms. Tyson was hired in August 2012 and appointed to this position in September 2012. Before joining the Company, Ms. Tyson was with Bristol-Myers Squibb Company, a global biopharmaceutical company, where she was Vice President U.S. Pharmaceuticals Human Resources from 2010 to 2012, Executive Director World Wide Pharmaceuticals Talent & U.S. Pharmaceutical Sales Learning from 2009 to 2010, Senior Director Human Resources & U.S. Pharmaceuticals Sales Learning from 2008 to 2009.

Ms. Watson is Vice President and Chief Information Officer of the Company. Ms. Watson joined the Company in January 2013 and was appointed to this position in February 2013. Prior to joining the Company, Ms. Watson was Senior Technology Executive with Bank of America’s Treasury, Credit and Payments division from 2007 to 2012.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the New York Stock Exchange under the symbol “BCO.” As of February 18, 2014, there were 1,641 shareholders of record of common stock.

The dividends declared and the high and low prices of our common stock for each full quarterly period within the last two years are as follows:

			2013 Quarters					2012 Quarters
			1st	2nd	3rd	4th		1st	2nd	3rd	4th

Dividends declared per common share		$	0.1000	0.1000	0.1000	0.1000	$	0.1000	0.1000	0.1000	0.1000
Stock prices:
	High	$	30.75	28.36	28.76	34.76	$	29.64	26.73	25.82	29.87
	Low		25.90	24.07	25.41	26.58		23.39	20.91	21.70	24.67

See note 17 to the consolidated financial statements for a description of limitations of our ability to pay dividends in the future.

On March 6, 2012, the Company made a contribution of 361,446 shares of the Company’s common stock (the “Shares”) to The Brink’s Company Pension-Retirement Plan Trust (the “Trust”) created under The Brink’s Company Pension-Retirement Plan (the “Plan”) in consideration for a credit against the Company’s funding obligations to the Plan. The Shares were valued for purposes of the contribution at $24.90 per share, or $9.0 million in the aggregate. The Shares were contributed to the Trust in a private placement transaction made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1922, as amended.

The following graph compares the cumulative 5-year total return provided to shareholders of The Brink’s Company’s common stock compared to the cumulative total returns of the S&P Midcap 400 index and the S&P Midcap 400 Commercial Services & Supplies Index. The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2008, through December 31, 2013. The performance of The Brink’s Company’s common stock assumes that the shareholder reinvested all dividends received during the period.

*$100 invested on 12/31/08 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

Source: Zacks Investment Research, Inc.

Comparison of Five-Year Cumulative Total Return Among

Brink’s Common Stock, the S&P MidCap 400 Index and

the S&P Midcap 400 Commercial Services & Supplies Index(a)

		Years Ended December 31,
		2008	2009	2010	2011	2012	2013

The Brink's Company	$	100.00	91.90	103.26	104.75	112.95	137.04
S&P Midcap 400 Index		100.00	137.38	173.98	170.96	201.53	269.04
S&P Midcap 400 Commercial Services & Supplies Index		100.00	120.33	146.78	159.85	187.08	258.89
Copyright© 2014, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.

(a)

For the line designated as “The Brink’s Company” the graph depicts the cumulative return on $100 invested in The Brink’s Company’s common stock. For the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies Index, cumulative returns are measured on an annual basis for the periods from December 31, 2008, through December 31, 2013, with the value of each index set to $100 on December 31, 2008. Total return assumes reinvestment of dividends. We chose the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies Index because we are included in these indices, which broadly measure the performance of mid-size companies in the United States market.

ITEM 6. SELECTED FINANCIAL DATA

Five Years in Review

GAAP Basis
(In millions, except for per share amounts)			2013	2012	2011	2010	2009

Revenues and Operating Profit
Revenues		$	3,942.2	3,735.0	3,662.9	2,925.3	2,959.3
Segment operating profit		$	252.8	263.9	262.3	244.6	237.3
Non-segment income (expense)			(81.1)	(88.9)	(59.8)	(62.6)	(46.6)
Operating profit		$	171.7	175.0	202.5	182.0	190.7

Income attributable to Brink’s:
Income from continuing operations			71.9	111.2	100.3	87.1	220.1
Loss income from discontinued operations(a)			(15.1)	(22.3)	(25.8)	(30.0)	(19.9)
Net income attributable to Brink’s		$	56.8	88.9	74.5	57.1	200.2
Financial Position
Financial Position
Property and equipment, net		$	758.7	793.8	749.2	698.9	549.5
Total assets			2,498.0	2,553.9	2,406.2	2,270.5	1,879.8
Long-term debt, less current maturities			330.5	335.6	335.3	323.7	172.3
Brink’s shareholders’ equity			693.9	501.8	408.0	516.2	534.9

Supplemental Information
Depreciation and amortization		$	173.6	155.7	148.1	123.9	122.3
Capital expenditures			177.7	177.9	183.7	135.7	160.4

Earnings per share attributable to Brink’s common shareholders
Basic:
	Continuing operations	$	1.48	2.30	2.10	1.81	4.65
	Discontinued operations(a)		(0.31)	(0.46)	(0.54)	(0.62)	(0.42)
	Net income	$	1.17	1.84	1.56	1.18	4.23

Diluted:
	Continuing operations	$	1.47	2.29	2.09	1.80	4.63
	Discontinued operations(a)		(0.31)	(0.46)	(0.54)	(0.62)	(0.42)
	Net income	$	1.16	1.83	1.55	1.18	4.21

Cash dividends		$	0.4000	0.4000	0.4000	0.4000	0.4000

Weighted-average Shares
Basic			48.7	48.4	47.8	48.2	47.2
Diluted			49.0	48.6	48.1	48.4	47.5

(a)

Loss from discontinued operations reflects the operations and gains and losses, if any, on disposal of ICD Limited and affiliated subsidiaries, Threshold Financial Technologies Inc., cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding operations in France, Morocco, and Germany. Expenses related to retained retirement obligations are recorded as a component of continuing operations after the respective disposal dates. Adjustments to contingent liabilities are recorded within discontinued operations.

Non-GAAP Basis*
	(In millions, except for per share amounts)		2013	2012	2011	2010	2009

	Revenues	$	3,942.2	3,735.0	3,662.9	2,925.3	2,721.4
	Segment operating profit	$	283.4	268.1	267.6	246.8	196.8
	Non-segment income (expense)		(42.6)	(42.3)	(40.6)	(36.2)	(34.7)
	Operating profit	$	240.8	225.8	227.0	210.6	162.1

	Amounts attributable to Brink’s:
	Income from continuing operations		115.9	112.7	112.5	118.9	91.1
	Diluted EPS – continuing operations	$	2.37	2.32	2.34	2.46	1.92

	*Reconciliations to GAAP results are found beginning on page 40.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE BRINK’S COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

	TABLE OF CONTENTS

		Page
OPERATIONS		20

RESULTS OF OPERATIONS
	Consolidated Review	24
	Segment Operating Results	27
	Non-segment Income and Expense	33
	Other Operating Income and Expense	34
	Nonoperating Income and Expense	35
	Income Taxes	36
	Noncontrolling Interests	37
	Loss from Discontinued Operations	38
	Outlook	39
	Non-GAAP Results – Reconciled to Amounts Reported under GAAP	40
	Foreign Operations	47

LIQUIDITY AND CAPITAL RESOURCES
	Overview	48
	Operating Activities	48
	Investing Activities	49
	Financing Activities	51
	Capitalization	51
	Off Balance Sheet Arrangements	54
	Contractual Obligations	55
	Contingent Matters	58

APPLICATION OF CRITICAL ACCOUNTING POLICIES
	Deferred Tax Asset Valuation Allowance	59
	Goodwill, Other Intangible Assets and Property and Equipment Valuations	60
	Retirement and Postemployment Benefit Obligations	61
	Foreign Currency Translation	65

OPERATIONS

The Brink’s Company

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

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

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

·	Global Services* – secure international transportation of valuables

·	Cash Management Services*

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

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

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

o	Check imaging services for banking customers

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

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

* We consider these to be High-Value Services as described in more detail on page 3.

Executive Summary

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 financial information as follows:

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

·	without certain income and expense items in 2011, 2012 and 2013

·	after adjusting tax expense for certain items

The non-GAAP financial measures are intended to provide information to assist comparability and estimates of future performance. The adjustments are described in detail and are reconciled to our GAAP results on pages 40–46.

2013 versus 2012

GAAP

In 2013, our revenues increased $207.2 million or 6% and operating profit decreased $3.3 million or 2%. Revenues increased primarily due to organic growth in Latin America, partially offset by unfavorable changes in currency exchange rates. Operating profit decreased primarily due to the negative impact of changes in currency exchange rates ($36.1 million) and an organic profit decrease in North America ($26.8 million), partially offset by organic profit improvement in Latin America ($50.6 million) and a decrease in non-segment expenses ($7.8 million).

Income from continuing operations attributable to Brink’s shareholders in 2013 decreased 35% compared to 2012 primarily due to higher tax expense ($24.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy in 2012, lower interest and other non-operating income ($5.6 million), and higher income attributable to noncontrolling interests ($3.5 million), in addition to the operating profit decrease mentioned above.

Earnings per share from continuing operations was $1.47, down from $2.29 in 2012.

Non-GAAP

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

Operating profit increased $15.0 million in 2013 primarily due to organic growth in our Latin America segment ($60.3 million), partially offset by an organic decrease in North America ($24.0 million) and the negative impact of changes in currency exchange rates ($22.7 million).

Income from continuing operations attributable to Brink’s shareholders in 2013 increased 3% primarily due to the operating profit increase mentioned above and lower tax expense ($3.5 million), partially offset by higher income attributable to noncontrolling interests ($10.1 million).

Earnings per share from continuing operations was $2.37, up from $2.32 in 2012.

2012 versus 2011

GAAP

In 2012, our revenues increased $72.1 million or 2% and operating profit decreased $27.5 million or 14% from 2011. Revenues increased due to organic growth in our Latin America and EMEA segments, partially offset by unfavorable changes in currency exchange rates and an organic decrease in our North America segment. Operating profit decreased primarily due to increased U.S. retirement plan expenses ($28.2 million), the negative impact of changes in currency exchange rates ($15.2 million) and a gain recognized in 2011 on the sale of the U.S. Document Destruction business ($6.7 million), partially offset by organic profit improvement in our EMEA segment ($21.7 million) and a gain on the sale of real estate in Venezuela ($7.2 million).

Income from continuing operations attributable to Brink’s shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax expense ($36.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy, and lower income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Earnings per share from continuing operations was $2.29, up from $2.09 in 2011.

Non-GAAP

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

Our operating profit decreased $1.2 million in 2012. Operating profit decreased primarily due to the negative impact of changes in currency exchange rates ($15.2 million) and lower results in our Latin America ($8.0 million) and Asia Pacific ($6.0 million) segments on an organic basis, partially offset by organic improvement in our EMEA ($21.7 million) and North American ($7.1 million) segments.

Income from continuing operations attributable to Brink’s shareholders in 2012 was flat versus 2011 as lower income attributable to noncontrolling interests ($4.1 million) was offset by higher tax expense ($3.0 million) and the lower operating profit mentioned above.

Earnings per share from continuing operations was $2.32, down from $2.34 in 2011.

Outlook

See page 39 for a summary of our 2014 Outlook.

GAAP

Overall

Our organic revenue growth rate for 2014 is expected to be in the 5% to 8% range, and our estimate of the negative impact of changes in currency exchange rates on revenue is in the 3% to 5% range. Our operating segment margin is expected to be about 6.8%.

By Segment

Latin America organic revenue growth rate for 2014 is expected to be in the 12% to 14% range, and our estimate of the negative impact of changes in currency exchange rates on Latin America revenue is in the 6% to 8% range. Our Latin America segment margin is expected to be in the 7.5% to 9.5% range.

EMEA organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, and our estimate of the negative impact of changes in currency exchange rates on EMEA revenue is in the 1% to 3% range. Our EMEA segment margin is expected to be in the 6% to 8% range.

North America organic revenue growth rate for 2014 is expected to be in the 0% to 2% range, with no impact of changes in currency exchange rates. Our North America segment margin is expected to be in the 1.5% to 2.5% range for 2014. We expect the North American margin to improve in 2014 and 2015, and we have a goal to reach 7% in 2016.

Asia Pacific organic revenue growth rate for 2014 is expected to be in the 5% to 7% range, and our estimate of the negative impact of changes in currency exchange rates on Asia Pacific revenue is in the 1% to 3% range. Our Asia Pacific segment margin is expected to be in the 9.5% to 11.5% range.

Non-GAAP

Overall

Our outlook for non-GAAP revenues is the same as our outlook for GAAP revenues. Our outlook for non-GAAP operating segment margin is expected to be about 7%.

By Segment

Our outlook for non-GAAP segment margin is the same as our outlook for GAAP segment margin for all segments except for North America. North America non-GAAP segment margin excludes the cost of U.S. retirement plans and is expected to be in the 2.5% to 3.5% range.

Performing Branches in U.S.

Performing branches is an internal profitability metric we use to measure our U.S. operations. We considered 45% of our branches to be performing branches in the U.S. at the end of 2013. Our goal is to increase performing branches to 75% by the end of 2016.

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 27) and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting.

Business and Strategy Overview

We have four geographic operating segments:

·	Latin America

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

·	North America (U.S. and Canada)

·	Asia Pacific

We believe that Brink’s has significant competitive advantages including:

·	brand name recognition

·	reputation for a high level of service and security

·	risk management and logistics expertise

·	value-based solutions expertise

·	global infrastructure and customer base

·	proprietary cash processing and information systems

·	proven operational excellence

·	high-quality insurance coverage and general financial strength

We focus our time and resources on service quality, protecting and strengthening our brand, and addressing our risks. Our marketing and sales efforts are enhanced by the “Brink’s” brand, so we seek to protect and build its value. Because our services focus on handling, transporting, protecting and managing valuables, we strive to understand and manage risk. Overlaying our approach is an understanding that we must be disciplined and patient enough to charge prices that reflect the value provided, the risk assumed and the need for an adequate return for our investors.

Because of our emphasis on managing risks while providing a high level of service, we focus our marketing and selling efforts on customers who appreciate the value and breadth of our services, information and risk management capabilities, and financial strength.

In order to earn an adequate return on capital, we focus on the effective and efficient use of resources as well as appropriate pricing levels. We attempt to maximize the amount of business that flows through our branches, vehicles and systems in order to obtain the lowest costs possible without compromising safety, security or service.

Business environments around the world change constantly. We must adapt to changes in competitive landscapes, regional economies and each customer’s level of business.

The industries we serve have been consolidating. As a result, the demands and expectations of customers in these industries have grown. Customers are increasingly seeking suppliers, such as Brink’s, with broad geographic solutions, sophisticated outsourcing capabilities and financial strength.

Operating results may vary from period to period. Because revenues are generated from charges per service performed or based on the value of goods transported, they can be affected by both the level of economic activity and the volume of business for specific customers. As contracts generally run for one or more years, costs are incurred to prepare to serve, or to transition away, from a customer. We also periodically incur costs to reduce operations when volumes decline, including costs to reduce the number of employees and close or consolidate branch and administrative facilities. In addition, security costs can vary depending on performance, cost of insurance coverage, and changes in crime rates (i.e., attacks and robberies).

Cash Management Services is a fully integrated solution that proactively manages the supply chain of cash from point-of-sale through bank deposit. The process includes cashier balancing and reporting, deposit processing and consolidation, and electronic information exchange (including “same-day” credit capabilities). Retail customers use Brink’s Cash Management Services to count and reconcile coins and currency in a secure environment, to prepare bank deposit information, and to replenish customer coins and currency in proper denominations.

Because Cash Management Services involves a higher level of service and more complex activities, customers are charged higher prices, which result in higher margins. The ability to offer Cash Management Services to customers differentiates Brink’s from many of its competitors. Management is focused on continuing to grow Cash Management Services revenue.

Brink’s revenues and related operating profit are generally higher in the second half of the year, particularly in the fourth quarter, due to generally increased economic activity associated with the holiday season.

Former Businesses

We have significant liabilities associated with our former coal operations, primarily related to retirement plans, which are partially funded by plan trusts.

Information about liabilities related to former operations is contained in the following sections of this report:

·	Non-segment Income (Expense) on page 33

·	Liquidity and Capital Resources – Contractual Obligations – on page 55

·	Application of Critical Accounting Policies – on page 59

·	Notes 3 and 18 to the consolidated financial statements, which begin on page 84

RESULTS OF OPERATIONS

Consolidated Review


			GAAP			% Change			Non-GAAP(c)			% Change
Years Ended December 31,			2013	2012	2011	2013	2012		2013	2012	2011	2013	2012
(In millions, except for per share amounts)

Revenues		$	3,942.2	3,735.0	3,662.9	6	2	$	3,942.2	3,735.0	3,662.9	6	2
	Segment operating profit(a)		252.8	263.9	262.3	(4)	1		283.4	268.1	267.6	6	-
	Non-segment expense		(81.1)	(88.9)	(59.8)	(9)	49		(42.6)	(42.3)	(40.6)	1	4
	Operating profit		171.7	175.0	202.5	(2)	(14)		240.8	225.8	227.0	7	(1)
Income from continuing operations(b)			71.9	111.2	100.3	(35)	11		115.9	112.7	112.5	3	-
Diluted EPS from continuing operations(b)			1.47	2.29	2.09	(36)	10		2.37	2.32	2.34	2	(1)

Amounts may not add due to rounding.

(a)

Segment operating profit is a non-GAAP measure when presented in any context other than prescribed by Accounting Standards Codification Topic 280, Segment Reporting. The tables on pages 27 and 30 reconcile the measurement to operating profit, a GAAP measure. Disclosure of total segment operating profit enables investors to assess the total operating performance of Brink’s excluding non-segment income and expense. Forward-looking estimates related to total segment operating profit and non-segment income (expense) for 2014 are provided on page 39.

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

(c)	Non-GAAP earnings information is contained on pages 40 –46, including reconciliation to amounts reported under GAAP.

Summary Reconciliation of Non-GAAP Diluted EPS

Years Ended December 31,			2013	2012	2011

GAAP Diluted EPS		$	1.47	2.29	2.09
	Exclude Venezuela net monetary asset remeasurement losses		0.17	-	-
	Excludes U.S. retirement plan expenses		0.65	0.70	0.37
	Exclude employee benefit settlement, severance losses, CEO retirement costs and other		0.04	0.06	0.08
	Exclude gains and losses on acquisitions and asset dispositions		0.04	(0.29)	(0.20)
	Exclude tax benefit from change in retiree health care funding strategy		-	(0.43)	-
Non-GAAP Diluted EPS		$	2.37	2.32	2.34

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 40–46.

Revenues

GAAP

2013 versus 2012

Revenues in 2013 increased $207.2 million or 6% due to organic growth in our Latin America ($261.7 million), EMEA ($25.5 million), Asia Pacific ($15.3 million) and North America ($11.0 million) segments, partially offset by unfavorable changes in currency exchange rates ($121.9 million).

Revenues increased 8% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin American countries).

See page 22 for our definition of “organic.”

2012 versus 2011

Revenues in 2012 increased $72.1 million or 2% due to organic growth in our Latin America ($215.4 million) and EMEA ($69.9 million) segments, partially offset by:

·	unfavorable changes in currency exchange rates ($192.3 million)

·	an organic decrease in our North America segment ($25.5 million).

Revenues increased 7% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin American countries).

Non-GAAP

2013 versus 2012

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

2012 versus 2011

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

Costs and Expenses

GAAP

2013 versus 2012

Cost of revenues increased 6% to $3,197.1 million driven by higher labor costs from inflation-based wage increases. Selling, general and administrative costs increased 3% to $564.0 million due primarily to higher labor costs.

2012 versus 2011

Cost of revenues increased 2% to $3,024.3 million driven by higher labor costs from inflation-based wage increases. Selling, general and administrative costs increased 7% to $546.7 million due primarily to higher labor costs.

Operating Profit

GAAP

2013 versus 2012

Operating profit decreased 2% due mainly to:

·	the negative impact of changes in currency exchange rates ($36.1), including a $13.4 million charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency

·	an organic decrease in our North America segment

·	the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium

·	the 2012 gain recognized on the sale of real estate in Venezuela ($7.2 million)

partially offset by organic growth in our Latin America and Asia-Pacific segments and lower non-segment expenses ($7.8 million).

2012 versus 2011

Operating profit decreased 14% due mainly to:

·	increased U.S. retirement plan expenses ($28.2 million)

·	the negative impact of changes in currency exchange rates ($15.2 million)

·	the 2011 gain recognized on the sale of the U.S. Document Destruction business ($6.7 million)

·	an organic decrease in our Asia Pacific segment ($6.0 million)

partially offset by organic improvement in our EMEA segment ($21.7 million) and a gain on the sale of real estate in Venezuela ($7.2 million).

Non-GAAP

2013 versus 2012

Operating profit increased 7% due mainly to organic growth in our Latin America and Asia-Pacific segments, partially offset by:

·	the negative impact of changes in currency exchange rates ($22.7 million)

·	an organic decrease in our North America segment

·	the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium.

2012 versus 2011

Operating profit decreased $1.2 million primarily due to:

·	the negative impact of changes in currency exchange rates ($15.2 million)

·	organic decreases in our Latin America ($8.0 million) and Asia Pacific ($6.0 million) segments

partially offset by organic improvement in our EMEA ($21.7 million) and North American ($7.1 million) segments.

Income from continuing operations and net income, and related per share amounts

(attributable to Brink’s)

GAAP

2013 versus 2012

Income from continuing operations attributable to Brink’s shareholders in 2013 decreased 35% compared to 2012 primarily due to higher tax expense ($24.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy in 2012, lower interest and other non-operating income ($5.6 million) and higher income attributable to noncontrolling interests ($3.5 million), in addition to the operating profit decrease mentioned previously.

Earnings per share from continuing operations was $1.47, down from $2.29 in 2012.

2012 versus 2011

Income from continuing operations attributable to Brink’s shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax expense ($36.9 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy and lower income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Earnings per share from continuing operations was $2.29, up from $2.09 in 2011.

Non-GAAP

2013 versus 2012

Earnings per share from continuing operations was $2.37, up from $2.32 in 2012.

2012 versus 2011

Earnings per share from continuing operations was $2.32, down from $2.34 in 2011.

Segment Operating Results

Segment Review

2013 versus 2012

GAAP
							Acquisitions /
						Organic	Dispositions	Currency		% Change
(In millions)					2012	Change	(a)	(b)	2013	Total	Organic
Revenues:
	Latin America			$	1,579.4	261.7	15.6	(136.0)	1,720.7	9	17
	EMEA				1,125.9	25.5	-	26.9	1,178.3	5	2
	North America				893.3	11.0	-	(5.9)	898.4	1	1
	Asia Pacific				136.4	15.3	-	(6.9)	144.8	6	11
			Total	$	3,735.0	313.5	15.6	(121.9)	3,942.2	6	8

Operating profit:
	Latin America			$	135.1	50.6	1.8	(37.6)	149.9	11	37
	EMEA				88.1	(8.8)	-	2.2	81.5	(7)	(10)
	North America				31.9	(26.8)	-	(0.4)	4.7	(85)	(84)
	Asia Pacific				8.8	8.2	-	(0.3)	16.7	90	93
		Segment operating profit			263.9	23.2	1.8	(36.1)	252.8	(4)	9
		Non-segment			(88.9)	5.8	2.0	-	(81.1)	(9)	(7)
			Total	$	175.0	29.0	3.8	(36.1)	171.7	(2)	17

Segment operating margin:
	Latin America				8.6%				8.7%
	EMEA				7.8%				6.9%
	North America				3.6%				0.5%
	Asia Pacific				6.5%				11.5%
			Segment operating margin		7.1%				6.4%

Non-GAAP
					Acquisitions /
				Organic	Dispositions	Currency		% Change
(In millions)			2012	Change	(a)	(b)	2013	Total	Organic
Revenues:
	Latin America	$	1,579.4	261.7	15.6	(136.0)	1,720.7	9	17
	EMEA		1,125.9	25.5	-	26.9