form_10-k.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011

OR

¨               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.
 
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, 2012, there were issued and outstanding 46,873,022 shares of common stock.  The aggregate market value of shares of common stock held by non-affiliates as of June 30, 2011, was $1,383,834,551.
 
Documents incorporated by reference:  Part III incorporates information by reference from portions of the Registrant’s definitive 2012 Proxy Statement to be filed pursuant to Regulation 14A.
 




 
 

 



THE BRINK’S COMPANY

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2011

TABLE OF CONTENTS

PART I


   
Page
Item 1.
Business
1
Item 1A.
Risk Factors
9
Item 1B.
Unresolved Staff Comments
14
Item 2.
Properties
14
Item 3.
Legal Proceedings
15
Item 4.
Mine Safety Disclosures
15
     
 
Executive Officers of the Registrant
16
     
 
PART II
 
     
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
 
 
Purchases of Equity Securities
17
Item 6.
Selected Financial Data
19
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
68
Item 8.
Financial Statements and Supplementary Data
70
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
117
Item 9A.
Controls and Procedures
117
Item 9B.
Other Information
117
     
 
PART III
 
     
Item 10.
Directors, Executive Officers and Corporate Governance
118
Item 11.
Executive Compensation
118
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
118
Item 13.
Certain Relationships and Related Transactions, and Director Independence
118
Item 14.
Principal Accountant Fees and Services
118
     
 
PART IV
 
     
Item 15.
Exhibits and Financial Statement Schedules
119



 
 

 

PART I


ITEM 1.  BUSINESS

Based in Richmond, Virginia, The Brink’s Company is a premier provider of secure logistics and security solutions, including the transportation of valuables, cash logistics and other security-related services to banks and financial institutions, retailers, government agencies, mints, jewelers and other commercial operations around the world.  Other services provided are armored transportation, automated teller machine (“ATM”) replenishment and servicing; network infrastructure services; secure global transportation of valuables (“Global Services”); currency deposit processing and cash management services.  Cash management services include cash logistics services (“Cash Logistics”); deploying and servicing safes and safe control devices (e.g. our patented CompuSafe® service); coin sorting and wrapping, integrated check and cash processing services (“Virtual Vault Services”); providing bill payment acceptance and processing services to utility companies and other billers (“Payment Services”); and guarding services (including airport security or “Aviation Security”).   The Brink’s Company, along with its subsidiaries, is referred to as “we,” “our,” “Brink’s,” or “the Company” throughout this Form 10-K.

Brink’s brand and reputation span across the globe. Our international network serves customers in more than 100 countries and employs approximately 71,000 people.  Our operations include approximately 1,100 facilities and 12,900 vehicles.  Our globally recognized brand, global infrastructure, expertise, longevity and heritage are important competitive advantages.  Over the past several years, we have changed from a conglomerate (with operations in the U.S. monitored home security, heavy-weight freight transportation, coal and other natural resource industries) into a company focused solely on the security industry.

Our operating segments consist of four geographies:  Latin America; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and North America, which are aggregated into two reportable segments: International and North America.  Financial information related to our two reportable segments (International and North America) and non-segment income and expenses is included in the consolidated financial statements on pages 70–116.

A significant portion of our business is conducted internationally, with 81% of our $3.9 billion in revenues earned outside the United States. Financial results are reported in U.S. dollars and are affected by fluctuations in the relative value of foreign currencies.  Our business is also subject to other risks customarily associated with operating in foreign countries including changing labor and economic conditions, political instability, restrictions on repatriation of earnings and capital, as well as nationalization, expropriation and other forms of restrictive government actions.  The future effects of these risks cannot be predicted.  Additional information about risks associated with our foreign operations is provided on pages 9, 45 and 69.

We have significant liabilities associated with our retirement plans, a portion of which has been funded.  See pages 53–56 and 59–63 for more information on these liabilities.  Additional risk factors are described on pages 9–12.

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

In addition, 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.

 
1

 


General

Our 2011 segment operating profit was $231 million on revenues of $3.9 billion, resulting in a segment operating profit margin of 5.9%.
GAAP





Non-GAAP*
 


 


 
*Reconciliation to GAAP results is found on page 42

  Amounts may not add due to rounding.

 
2

 


Brink’s operations are located around the world with the majority of our revenues (75%) and segment operating profits (86%) earned outside of North America.
 

 




 
 

Brink’s serves customers in over 100 countries.  We have ownership interests in operations in approximately 50 countries and have agency relationships with other companies in other countries to complete our global network.  Brink’s ownership interests in subsidiaries and affiliated companies ranged from 36% to 100% at December 31, 2011.  In some instances, local laws limit the extent of Brink’s ownership interest.

International operations have three regions: Latin America; Europe, Middle East and Africa (“EMEA”); and Asia Pacific.  On a combined basis, international operations generated 2011 revenues of $2.9 billion (75% of total) and segment operating profit of $200 million (86% of total).

Brink’s Latin America generated $1.5 billion in revenues in 2011 (38%) and operates 275 branches in 12 countries.  Its largest operations are in Mexico, Brazil, Venezuela and Colombia.  Mexico had $415 million or 28% of Latin American revenues (11% of total) in 2011.  Brazil accounted for $387 million or 26% of Latin American revenues (10% of total) in 2011.   Venezuela accounted for $269 million or 18% of Latin American revenues (7% of total) in 2011.

Brink’s EMEA generated $1.3 billion in revenues in 2011 (33% of Brink’s total 2011 revenues) and operates 262 branches in 26 countries.  Its largest operations are in France, Germany and the Netherlands.  In 2011, France accounted for $567 million or 44% of EMEA revenues (15% of total).

Brink’s Asia-Pacific generated $154 million in revenues in 2011 (4%) and operates 110 branches in ten countries.

North American operations include 147 branches in the U.S. and 59 branches in Canada.  North American operations generated 2011 revenues of $974 million (25% of total) and segment operating profit of $31 million (14% of total).

 
3

 



The largest nine Brink’s operations (U.S., France, Mexico, Brazil, Venezuela, Canada, Colombia, Germany and the Netherlands) accounted for $3.0 billion or 77% of total 2011 revenues.

 
(In millions)
 
2011 
 
% total
 
% change
 
 
2010 
 
% total
 
% change
 
 
2009 
 
% total
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues by region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Latin America:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mexico
$
 415.2 
 
 11 
 
fav
 
$
 51.7 
 
 2 
 
 - 
 
$
 - 
 
 - 
 
 - 
 
 
 
 
Brazil
 
 386.8 
 
 10 
 
 28 
 
 
 303.3 
 
 10 
 
 18 
 
 
 257.6 
 
 8 
 
 33 
 
 
 
 
Venezuela
 
 269.2 
 
 7 
 
 45 
 
 
 185.9 
 
 6 
 
 (51)
 
 
 376.1 
 
 12 
 
 7 
 
 
 
 
Other
 
 389.5 
 
 10 
 
 16 
 
 
 336.5 
 
 11 
 
 24 
 
 
 271.0 
 
 9 
 
 6 
 
 
 
 
 
Total
 
 1,460.7 
 
 38 
 
 66 
 
 
 877.4 
 
 28 
 
 (3)
 
 
 904.7 
 
 29 
 
 13 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EMEA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
France
 
 567.2 
 
 15 
 
 6 
 
 
 533.0 
 
 17 
 
 (13)
 
 
 615.2 
 
 20 
 
 (12)
 
 
 
 
Other
 
 729.7 
 
 19 
 
 9 
 
 
 666.8 
 
 21 
 
 4 
 
 
 642.3 
 
 20 
 
 (3)
 
 
 
 
 
Total
 
 1,296.9 
 
 33 
 
 8 
 
 
 1,199.8 
 
 38 
 
 (5)
 
 
 1,257.5 
 
 40 
 
 (7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asia Pacific
 
 153.7 
 
 4 
 
 22 
 
 
 126.5 
 
 4 
 
 61 
 
 
 78.7 
 
 2 
 
 10 
 
 
Total International
 
 2,911.3 
 
 75 
 
 32 
 
 
 2,203.7 
 
 71 
 
 (2)
 
 
 2,240.9 
 
 71 
 
 - 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America
 
 974.2 
 
 25 
 
 6 
 
 
 917.8 
 
 29 
 
 3 
 
 
 894.1 
 
 29 
 
 (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
$
 3,885.5 
 
 100 
 
 24 
 
$
 3,121.5 
 
 100 
 
 - 
 
$
 3,135.0 
 
 100 
 
 (1)
 
 
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 86.
 
Services
Our primary services include:
·  
Cash-in-transit (“CIT”) – armored vehicle transportation
·  
Automated teller machine (“ATM”) – replenishment and servicing, network infrastructure services
·  
Global Services – transportation of valuables globally
·  
Cash Logistics – supply chain management of cash
·  
Payment Services – consumers pay utility and other bills at payment locations
·  
Guarding Services – including airport security

Brink’s typically provides customized services under separate contracts designed to meet the distinct needs of customers.  Contracts usually cover an initial term of at least one year and range up to five years, depending on the service.  The contracts generally remain in effect after the initial term until canceled by either party.

Core Services (54% of total revenue in 2011)
CIT and ATM Services are core services we provide to customers throughout the world. Core services generated approximately $2.1 billion of revenues in 2011.

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

ATM Services – We manage nearly 92,000 ATM units worldwide for banks and other cash dispensing operators.  We provide cash replenishment, monitoring and forecasting capabilities, deposit pickup and processing services.  Advanced online tools deliver consolidated electronic reports for simplified reconciliation.  We assist financial institutions in managing the processes and infrastructure that are critical to the deployment of ATM networks and electronic payment networks.




 
4

 

High-value Services (36% of total revenue in 2011)
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 $1.4 billion of revenues in 2011.

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.  The comprehensive suite of services provides 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 major diamond and jewelry centers of the world.

Cash Logistics – 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 Logistics services include:
·  
money processing and cash management services,
·  
deploying and servicing “intelligent” safes and safe control devices, including our patented CompuSafeâ service,
·  
integrated check and cash processing services (“Virtual Vault”), and
·  
check imaging services

Money processing services generally include counting, sorting and wrapping currency.  Other currency 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 information tools that enable banks and other customers to reduce costs while improving service to their customers.

Brink’s CompuSafeâ 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 system 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 our CompuSafe service 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, Cash Logistics, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities.  In addition to secure storage, we process deposits, provide check imaging and reconciliation services, currency inventory management, ATM replenishment orders, and electronically transmit debits and credits.

We believe the quality and scope of our cash processing and information systems differentiate our Cash Logistics services from competitive offerings.

Payment Services – We provide bill payment acceptance and processing services to utility companies and other billers. Consumers can pay their bills at our payment locations or locations that we operate on behalf of billers and bank customers.

Commercial Security Systems – In certain markets in Asia-Pacific and Europe, we provide commercial security system services.  The services include the design and installation of the security systems, including alarms, motion detectors, closed-circuit televisions, digital video recorders, access control systems including card and biometric readers, electronic locks, and optical turnstiles.  Monitoring services may also be provided after systems have been installed.






 
5

 

Other Security Services (10% of total revenue in 2011)
Security and Guarding – We protect airports, offices, warehouses, stores, and public venues with electronic surveillance, access control, fire prevention and highly trained patrolling personnel.

Our guarding services are generally offered in European markets, including France, Germany, Luxembourg and Greece.  A significant portion of this business involves long-term contracts related primarily to guarding services at airports and embassies. Generally, other guarding contracts are for a one-year period, the majority of which are extended.  Our security officers are typically stationed at customer sites, and responsibilities include detecting and deterring specific security threats.

Growth Strategy

Our growth strategy is summarized below:

·  
Maximize profits in developed markets (primarily North America and Europe)
·  
Accelerate productivity and cost control efforts.
·  
Invest in higher-margin solutions; shift revenue mix to High-value Services (primarily Cash Logistics and Global Services).

·  
Invest in emerging markets that meet internal metrics for projected growth, profitability and return on investment.

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

Industry and Competition
Brink’s competes with large multinational, regional and smaller companies throughout the world.  Our largest multinational competitors are G4S plc (headquartered in the U.K.); Loomis AB, formerly a division of Securitas 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
·  
global infrastructure and customer base
·  
proprietary cash processing and information systems
·  
proven operational excellence
·  
high-quality insurance coverage and general 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, or 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.

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.  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 Logistics are typically longer.  Costs are incurred when preparing to serve a new customer or to transition away from

 
6

 

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.

As part of the spin-off of our former monitored home security business, Brink’s Home Security Holdings, Inc. (“BHS”), we agreed to not compete with BHS in the United States, Canada and Puerto Rico with respect to certain activities related to BHS’s security system monitoring and surveillance business until October 31, 2013.

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 expiring in 2012 for certain coin sorting and counting machines.  We also own patents for safes, including our integrated CompuSafeâ service, which expire between 2015 and 2022.  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.  Our International operations are regulated to varying degrees by the countries in which we operate.

Employee Relations
At December 31, 2011, our company had approximately 71,000 full-time and contract employees, including approximately 8,000 employees in the United States (of whom approximately 800 were classified as part-time employees) and approximately 63,000 employees outside the United States.  At December 31, 2011, Brink’s was a party to twelve collective bargaining agreements in North America with various local unions covering approximately 2,000 employees.  The agreements have various expiration dates from 2012 to 2015.  Outside of North America, approximately 56% of branch employees are members of labor or employee organizations.  We believe our employee relations are satisfactory.

Acquisitions
We have grown in the last several years partially as a result of acquiring security-related businesses in various markets to meet our Growth Strategy objectives.  Our largest recent acquisitions were in Brazil and India in 2009 and Mexico and Canada in 2010.  In addition, we made some smaller but strategically important acquisitions.  We did not make any significant acquisitions in 2011.  Below is a summary of our recent acquisitions.  See note 6 to the consolidated financial statements for more information on these acquisitions.

2009
Brazil.  We acquired two businesses, Sebival-Seguranca Bancaria Industrial e de Valores Ltda. and Setal Servicos Especializados, for $48 million in January 2009.  The acquisitions expanded our CIT and payment processing operations into the mid-western region of Brazil.

India.  We acquired additional shares of Brink’s Arya, a CIT and Global Services business, in September 2009, increasing our ownership from 40% to 78% for $22 million.

China.  We acquired a majority stake in ICD Limited, a commercial security business in the Asia-Pacific region in September 2009.  ICD designs, installs, maintains and manages commercial security systems with offices in Hong Kong, India, Singapore and Australia, and has approximately 200 employees.

2010
France.  We acquired Est Valeurs S.A., a provider of CIT and cash services in Eastern France, in March 2010. Est Valeurs employs approximately 100 people and had 2009 revenue of $13 million.

Russia.  We acquired a majority stake in a Russian cash processing business in April 2010 that complements a Russian CIT business that was acquired in January 2009.  With principal operations in Moscow and approximately 500 employees, the combined operations offer a full range of CIT, ATM, money processing and Global Services operations for domestic and international markets.

Mexico.  We acquired a controlling interest in Servicio Pan Americano de Proteccion, S.A. de C.V. (“SPP”), a CIT, ATM and money processing business, for $60 million in November 2010. We previously owned a 20.86% interest in SPP and we acquired an additional 78.89% of the outstanding shares. In compliance with Mexican law, the remaining 0.25% noncontrolling interest is held by a Mexican trust. SPP is the

 
7

 

largest secure logistics company in Mexico and this acquisition expands our operations in one of the world’s largest CIT markets.  SPP has approximately $400 million in annual revenues with approximately 12,000 full-time and contract employees, 80 branches and 1,350 armored vehicles across its nationwide network of CIT, ATM and money processing operations.

Canada.  We acquired Threshold Financial Technologies Inc. (“Threshold”) from Versent Corporation for $39 million in December 2010.  Threshold is a leading provider of payments solutions in Canada, specializing in managed ATM and transaction processing services for financial institutions and retailers.  Threshold’s annual revenue is approximately $48 million, about half of which is generated by providing outsourced ATM network administration and transaction processing solutions.  The company, which employs approximately 125 people, also owns and operates a network of private-label ATMs in Canada.

2011
There were no significant acquisitions in 2011.

2012
France. We acquired Kheops, SAS, a provider of logistics software and related services, for approximately $17 million in January 2012.  This acquisition gives us proprietary control of software used primarily in our cash-in-transit and money processing operations in France.


DISCONTINUED OPERATIONS

Former 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 17 to the consolidated financial statements for more information.

 
8

 

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.  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 affect our customer base or pricing structure 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, but there is a risk that these initiatives may not offset the risks associated with our traditional cash-based business.

We have significant operations outside the United States.

We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.  Eighty-one percent (81%) of our revenue in 2011 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;
·  
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 which have become illiquid or have difficulty paying their debts.

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.

 
9

 



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 active programs of selective acquisitions.  While we may identify numerous acquisition opportunities, our due diligence examinations and positions that we may take with respect to appropriate valuations and other transaction terms and conditions may hinder our ability to successfully complete acquisitions to achieve our strategic goals.  In addition, acquisitions present risks of failing to achieve efficient and effective integration, strategic objectives and anticipated revenue improvements and cost savings. There can be no assurance that:

·  
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 have significant retirement obligations. Poor investment performance of retirement plan holdings 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.  Our liabilities for these plans increased significantly in 2008 primarily as a result of a decline in value of plan investments.  To improve the funded status of The Brink’s Company Pension-Retirement Plan, we made a voluntary $150 million cash and stock contribution in 2009.  The funded status of the plan was approximately 71% as of December 31, 2011.  Based on actuarial assumptions at the end of 2011, we expect that we will be required to make contributions totaling $228 million to The Brink’s Company Pension-Retirement Plan over a six-year period ending in 2017.  This could adversely affect our liquidity and our ability to use our resources to make acquisitions and to otherwise grow our business.  The net periodic costs of our retirement plans in 2010 and 2011 were adversely affected by the investment losses sustained in 2008, and although plan investments have partially recovered in the last two years, we anticipate that expenses in future years will continue to be affected as the unrecognized losses are recognized into earnings.  If these investments have additional losses, our future cash requirements and costs for these plans will be further adversely affected.

Earnings of our Venezuelan operations may not be transferred to non-Venezuelan subsidiaries for the foreseeable future, which will restrict our ability to use these earnings and cash flows for general corporate purposes such as reducing our debt.

Under a June 2010 law in Venezuela, exchanging local currency for U.S. dollars requires the approval of the government’s central bank.  Approved transactions may not exceed $350,000 per legal entity per month.  We believe the law will limit the repatriation of cash from Venezuela for the foreseeable future, and as a result, will reduce the amount of cash in the future that could be used for general corporate purposes, including reducing our debt.  At December 31, 2011, our Venezuelan subsidiaries held $1.3 million of cash and short-term investments denominated in U.S. dollars and $8.9 million of cash denominated in bolivar fuertes.

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 armored carriers affects premium rates charged to us.  We are self-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 order for us to obtain and retain customers and to manage 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, could be vulnerable to security 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.

 
10

 



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, computer viruses or other third-party tampering with IT systems, 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 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.

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 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

 
11

 

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.   We retained some of the obligations related to these operations, primarily for taxes owed prior to the date of sale and for any amounts paid related to one pending litigation matter for which we paid $11.5 million in 2010.  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 affect 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 approximately 50 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 have certain environmental and other exposures related to our former coal operations.

We may incur future environmental and other liabilities that are presently unknown 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.

 
12

 


Forward-Looking Statements

This document contains both historical and forward-looking information.  Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “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 2012, the pursuit of growth through acquisitions in developed, emerging and adjacent markets, employee relations, expenses and cash outflows related to former operations, the percentage of total revenues from outside the United States, future contributions to our Pension-Retirement Plan, the repatriation of cash from our Venezuelan operations, the outcome of pending litigation and the anticipated financial effect of the disposition of these matters, the pursuit of higher margin business opportunities, investments in information technology, profit growth in Mexico and Latin America, improved margins in North America and Europe, growth of our Global Services business, the acquisition of new vehicles in the United States with capital leases, expected non-segment income and expenses, 2012 projected interest expense, the realization of deferred tax assets, our anticipated effective tax rate for 2012 and our tax position, the reinvestment of earnings on operations outside the United States, net income attributable to noncontrolling interests, projected currency impact on revenue, capital expenditures, capital leases and depreciation and amortization, the funding of our acquisition strategy and pension obligations, the trend of capital expenditures exceeding depreciation and amortization, the ability to meet liquidity needs, future payment of bonds issued by the Peninsula Ports Authority of Virginia, the registration and issuance of shares of common stock to satisfy pension contribution requirements, estimated contractual obligations for the next five years and beyond, projected contributions, 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 a new excise tax on the UMWA plans, our ability to obtain U.S. dollars to operate our business in Venezuela at the SITME rate, 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 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 stock option grants.  Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, 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 maintain or improve volumes at favorable pricing levels and increase cost efficiencies in the United States, our ability to continue profit growth in Mexico and the rest of Latin America, the effect of current macro-economic uncertainty on our operations in Europe, investments in information technology and value-added services and their impact on revenue and profit growth, the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates, the implementation of high-value solutions, the 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, the willingness of our customers to absorb fuel surcharges and other future price increases, the actions of competitors, our ability to identify acquisitions and other strategic opportunities in emerging markets, security threats worldwide, labor issues, including the possibility of work stoppages, the impact of turnaround actions responding to current conditions in Europe and our productivity and cost control efforts in that region, the stability of the Venezuelan economy and changes in Venezuelan policy regarding exchange rates, fluctuations in value of the Venezuelan bolivar fuerte, 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, the outcome of pending and future claims and litigation, 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, 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 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 retirement plans, the VEBA and other employee benefits, projections regarding the number of participants in and beneficiaries of our employee and retiree benefit plans, mandatory or voluntary retirement plan and VEBA contributions, the number of dependents of mine workers for whom benefits are provided, actual retirement experience of the former coal operation’s employees, actual medical and legal expenses relating to benefits, changes in inflation rates (including medical inflation) and interest rates, changes in mortality and morbidity assumptions, discovery of new facts relating to civil suits, the addition of claims or changes in relief sought by adverse parties, our cash, debt and tax position and growth needs, our demand for capital and the availability and cost of such capital, the nature of our hedging relationships, changes in employee obligations, overall domestic and international economic, political, social and business conditions, capital markets performance, changes in estimates and assumptions underlying our critical accounting policies, as more fully described in the section “Application of Critical Accounting Policies” but including the likelihood that net deferred tax assets will be realized, discount rates, expectations of future performance and anticipated return on assets, the timing of deductibility of expenses and inflation, the promulgation and adoption of new accounting standards and interpretations, seasonality, new government regulations and

 
13

 

interpretations of existing regulations, legislative initiatives, judicial decisions, issuances of permits, variations in costs or expenses and the ability of counterparties to perform.  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, 2011.

 
 
 
Facilities
Vehicles
 
 
Region
 
Leased
 
Owned
 
Total
 
 
Leased
 
Owned
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
 
 148 
 
 
 28 
 
 
 176 
 
 
 
 2,018 
 
 
 224 
 
 
 2,242 
 
 
 
Canada
 
 47 
 
 
 12 
 
 
 59 
 
 
 
 504 
 
 
 52 
 
 
 556 
 
 
 
 
North America
 
 195 
 
 
 40 
 
 
 235 
 
 
 
 2,522 
 
 
 276 
 
 
 2,798 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Latin America
 
 351 
 
 
 106 
 
 
 457 
 
 
 
 554 
 
 
 5,249 
 
 
 5,803 
 
 
 
EMEA
 
 238 
 
 
 44 
 
 
 282 
 
 
 
 786 
 
 
 2,961 
 
 
 3,747 
 
 
 
Asia Pacific
 
 113 
 
 
 - 
 
 
 113 
 
 
 
 2 
 
 
 590 
 
 
 592 
 
 
 
 
International
 
 702 
 
 
 150 
 
 
 852 
 
 
 
 1,342 
 
 
 8,800 
 
 
 10,142 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 897 
 
 
 190 
 
 
 1,087 
 
 
 
 3,864 
 
 
 9,076 
 
 
 12,940 
 
 

As of December 31, 2011, we had approximately 14,800 units for our CompuSafe® service installed worldwide, of which approximately 13,400 units were located in the U.S.  In 2011, revenues from our CompuSafe® service represented approximately 8% of North America’s revenues.

 
14

 


ITEM 3.  LEGAL PROCEEDINGS

Our former cash-in-transit operation in Belgium (Brink’s 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.  On December 7, 2010, the court-appointed provisional administrators of Brink’s Belgium filed a claim in the Commercial Court of Brussels for €20 million against Brink’s Security International, Inc. (“BSI”), a subsidiary of Brink’s and the majority shareholder of Brink’s Belgium.  The claim alleged that BSI has a binding obligation to support the operations and liabilities of Brink’s Belgium based on a letter of future financial support issued in connection with the statutory audit of Brink’s Belgium’s 2009 accounts.

In June 2011, BSI entered into a settlement agreement related to this claim.  Under the terms of the settlement agreement, BSI agreed to contribute, upon the satisfaction of certain conditions, €7 million toward social payments to former Brink’s Belgium employees in exchange for the bankruptcy receivers requesting withdrawal of the pending litigation and agreeing not to file additional claims. The conditions of the settlement agreement included a release from liability by affected employees, the Belgian tax authority and the Belgian social security authority.  After these conditions were satisfied, the settlement was finalized in September 2011 and the request to withdraw the litigation is pending before the court.  We recorded a pretax charge of €7 million in the second quarter of 2011 (approximately $10 million) related to this claim.

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


ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

 
15

 

Executive Officers of the Registrant

The following is a list as of February 20, 2012, of the names and ages of the executive and other officers of Brink’s 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
 
 
 
Executive Officers:
 
 
 
 
 
 
 
 
Thomas C. Schievelbein
 58 
 
Interim President and Chief Executive Officer
 
2011 
 
 
 
Joseph W. Dziedzic
 43 
 
Vice President and Chief Financial Officer
 
2009 
 
 
 
Frank T. Lennon
 70 
 
Vice President and Chief Administrative Officer
 
2005 
 
 
 
McAlister C. Marshall, II
 42 
 
Vice President and General Counsel
 
2008 
 
 
 
Ronald F. Rokosz
 66 
 
Vice President – International
 
2011 
 
 
 
Matthew A. P. Schumacher
 53 
 
Controller
 
2001 
 
 
 
 
 
 
 
 
 
 
 
 
Other Officers:
 
 
 
 
 
 
 
 
Jonathan A. Leon
 45 
 
Treasurer
 
2008 
 
 
 
Lisa M. Landry
 46 
 
Vice President - Tax
 
2009 
 
 
 
Michael J. McCullough
 41 
 
Secretary
 
2009 
 
 
 
Arthur E. Wheatley
 69 
 
Vice President – Risk Management and Insurance
 
1988 
 
 

Executive and other officers of Brink’s are elected annually and serve at the pleasure of the Board.

Mr. Schievelbein is the interim President and Chief Executive Officer of the Company and has held that position since December 2011, prior to which he served as 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 is the retired President of Northrop Grumman Newport News, a subsidiary of the Northrop Grumman Corporation, a global defense company, and has been a business consultant since November 2004. Mr. Schievelbein served as President of Northrop Grumman Newport News from November 2001 until his retirement in November 2004.  Mr. Schievelbein currently also serves as a director of Huntington Ingalls Industries, Inc., McDermott International, 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 Brink’s, Mr. Dziedzic was Chief Financial Officer for 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 and also held the office of Secretary from September 2008 to July 2009.  Prior to joining Brink’s, Mr. Marshall was the Vice President, General Counsel and Secretary at Tredegar Corporation, a manufacturer of plastic films and aluminum extrusions, from October 2006 to September 2008.

Messrs. Lennon, Schumacher and Wheatley have served in their present positions for more than the past five years.

Mr. Rokosz was appointed Vice President-International of the Company in November 2011.  He also serves as Executive Vice President and Chief Operating Officer of Brink’s, Incorporated, a position he has held since January 2009.  Prior to this position, Mr. Rokosz was President, Brink’s International of Brink’s, Incorporated from October 2006 to January 2009. 

Mr. Leon is the Company’s Treasurer.  Mr. Leon was hired in June 2008 and appointed to this position in July 2008. Before joining Brink’s, Mr. Leon was the Assistant Treasurer for Universal Corporation, a leaf tobacco merchant and processor, from January 2007 to June 2008.  Prior to this position, Mr. Leon was the Assistant Treasurer for the Company from July 2005 to January 2007.

Ms. Landry was appointed Vice President-Tax of the Company in July 2009.  Prior to this position, Ms. Landry was Director of Taxes and Chief Tax Counsel of Brink’s from December 2006 to July 2009.

Mr. McCullough was appointed Secretary of the Company on July 10, 2009.  Prior to this position, Mr. McCullough was Assistant General Counsel and Director of Corporate Governance and Compliance from October 2006 to July 2009, and served as Assistant Secretary from July 2007 to July 2009.
 

 
16

 

 
 
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 17, 2012, there were 1,859 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:

 
 
 
 
2011 Quarters
 
2010 Quarters
 
 
 
 
st
 
nd
 
rd
th
 
 
st
 
nd
 
rd
th
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
   
 
 
Dividends declared per common share
$
0.1000 
 
0.1000 
 
0.1000 
0.1000 
 
$
0.1000 
 
0.1000 
 
0.1000 
0.1000 
 
 
Stock prices:
 
 
 
 
 
   
 
 
 
 
 
 
   
 
 
 
High
$
 33.24 
 
 34.46 
 
 31.91 
 31.37 
 
$
 28.93 
 
 29.59 
 
 23.75 
 27.42 
 
 
 
Low
 
 26.24 
 
 26.75 
 
 21.71 
 21.53 
 
 
 23.37 
 
 19.00 
 
 18.30 
 22.55 
 

See note 16 to the consolidated financial statements for a description of limitations of our ability to pay dividends in the future.
 

 
17

 


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, 2006, through December 31, 2011.  The performance of The Brink’s Company’s common stock assumes that the shareholder reinvested all dividends received during the period and reinvested the proceeds of a hypothetical sale of shares received from the spin-off of our former monitored security business on October 31, 2008.  The graphs presented in the Form 10-Ks for 2009 and 2010 incorrectly overstated the company’s cumulative total returns for the years after 2007 for the spin-off. The graphs correctly assumed a reinvestment of the hypothetical sale of shares received in the spin-off, but incorrectly assumed a proportionate retroactive decline in all of the stock prices in the period before the October 31, 2008 spin-off. The graph below corrects this error.
 
 
*$100 invested on 12/31/06 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright© 2012 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

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 (1)

 
 
 
Years Ended December 31,
 
 
 
 
2006 
 
2007 
 
2008 
 
2009 
 
2010 
 
2011 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Brink's Company
$
 100.00 
 
 93.98 
 
 76.63 
 
 70.42 
 
 79.13 
 
 80.27 
 
 
S&P Midcap 400 Index
 
 100.00 
 
 107.97 
 
 68.84 
 
 94.57 
 
 119.77 
 
 117.68 
 
 
S&P Midcap 400 Commercial Services & Supplies Index
 
 100.00 
 
 102.12 
 
 76.09 
 
 91.59 
 
 111.71 
 
 121.63 
 
 
Copyright © 2011, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.
 
(1)  
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, 2006, through December 31, 2011, with the value of each index set to $100 on December 31, 2006. Total return assumes reinvestment of dividends and the reinvestment of proceeds from the sale of the shares received related to the spin-off of our former monitored security business on October 31, 2008. 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.

 
18

 

ITEM 6. SELECTED FINANCIAL DATA

 Five Years in Review

(In millions, except per share amounts)
 
2011
   
2010
   
2009
   
2008
   
2007
 
 
 
 
   
 
   
 
   
 
   
 
 
Revenues and Income
 
 
   
 
   
 
   
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Revenues
  $ 3,885.5       3,121.5       3,135.0       3,163.5       2,734.6  
 
                                       
Segment operating profit
  $ 231.1       208.9       213.4       271.9       223.3  
Non-segment income (expense)
    (59.8 )     (62.6 )     (46.6 )     (43.4 )     (62.3 )
Operating profit
  $ 171.3       146.3       166.8       228.5       161.0  
 
                                       
Income attributable to Brink’s:
                                       
Income from continuing operations
    73.0       56.8       195.7       131.8       78.4  
Income from discontinued operations (a)
    1.5       0.3       4.5       51.5       58.9  
Net income attributable to Brink’s
  $ 74.5       57.1       200.2       183.3       137.3  
Financial Position
                                       
                                       
 
                                       
Property and equipment, net
  $ 749.2       698.9       549.5       534.0       1,118.4  
Total assets
    2,406.2       2,270.5       1,879.8       1,815.8       2,394.3  
Long-term debt, less current maturities
    335.3       323.7       172.3       173.0       89.2  
Brink’s shareholders’ equity
    408.0       516.2       534.9       214.0       1,046.3  
 
                                       
Supplemental Information
                                       
 
                                       
Depreciation and amortization
  $ 162.4       136.6       135.1       122.3       110.0  
Capital expenditures
    196.2       148.8       170.6       165.3       141.8  
 
                                       
Earnings per share attributable to Brink’s common shareholders
                                       
 
                                       
Basic:
                                       
Continuing operations
  $ 1.52       1.18       4.14       2.85       1.68  
Discontinued operations (a)
    0.03       0.01       0.10       1.11       1.27  
Net income
  $ 1.56       1.18       4.23       3.96       2.95  
 
                                       
Diluted:
                                       
Continuing operations
  $ 1.52       1.17       4.11       2.82       1.67  
Discontinued operations (a)
    0.03       0.01       0.10       1.10       1.25  
Net income
  $ 1.55       1.18       4.21       3.93       2.92  
 
                                       
Cash dividends
  $ 0.4000       0.4000       0.4000       0.4000       0.3625  
 
                                       
Weighted-average Shares
                                       
                                         
Basic
    47.8       48.2       47.2       46.3       46.5  
Diluted
    48.1       48.4       47.5       46.7       47.0  
(a)  
Income from discontinued operations reflects the operations and gains and losses, if any, on disposal of our former home security and air freight businesses.  Expenses related to retirement obligations are recorded as a component of continuing operations after the respective disposal dates.  Adjustments to contingent liabilities are recorded within discontinued operations.

 
19

 




 
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, 2011

 
TABLE OF CONTENTS
 
     
   
Page
OPERATIONS
21
     
RESULTS OF OPERATIONS
 
 
Consolidated Review
25
 
Segment Operating Results
28
 
Non-segment Income (Expense)
35
 
Other Operating Income (Expense)
36
 
Nonoperating Income and Expense
37
 
Income Taxes
38
 
Noncontrolling Interests
39
 
Income from Discontinued Operations
40
 
Outlook
41
 
Non-GAAP Results – Reconciled to Amounts Reported under GAAP
42
 
Foreign Operations
45
     
LIQUIDITY AND CAPITAL RESOURCES
 
 
Overview
46
 
Operating Activities
46
 
Investing Activities
48
 
Financing Activities
49
 
Capitalization
49
 
Off Balance Sheet Arrangements
52
 
Contractual Obligations
53
 
Contingent Matters
56
     
APPLICATION OF CRITICAL ACCOUNTING POLICIES
 
 
Deferred Tax Asset Valuation Allowance
57
 
Goodwill, Other Intangible Assets and Property and Equipment Valuations
58
 
Retirement and Postemployment Benefit Obligations
59
 
Foreign Currency Translation
64
     
RECENT ACCOUNTING PRONOUNCEMENTS
66




 
20

 

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:
·  
armored car transportation, which we refer to as cash in transit (“CIT”)
·  
automated teller machine (“ATM”) -  replenishment and servicing, network infrastructure services
·  
arranging secure transportation of valuables over long distances and around the world (“Global Services”)
·  
currency deposit processing and cash management services.  Cash management services include cash logistics services (“Cash Logistics”), deploying and servicing safes and safe control devices (e.g., our patented CompuSafe® service), coin sorting and wrapping, integrated check and cash processing services (“Virtual Vault Services”)
·  
providing bill payment acceptance and processing services to utility companies and other billers (“Payment Services”)
·  
security and guarding services (including airport security)


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
·  
without certain income and expense items in 2009, 2010 and 2011,
·  
as if our results from Venezuela had been translated at the less-favorable parallel exchange rate in 2009, and
·  
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 42–44.

2011 versus 2010

GAAP
Our revenues increased $764 million or 24% and our operating profit increased $25 million or 17% in 2011.  Revenues increased due to our 2010 acquisitions in Mexico and Canada, organic growth in our International segment and favorable changes in currency exchange rates.  Operating profit increased primarily due to the factors described below.

Our income from continuing operations in 2011 increased 29% compared to 2010 primarily due to:
·  
higher operating profit from:
·  
the positive impact of changes in currency exchange rates ($14 million),
·  
organic improvement in Latin America ($12 million),
·  
2011 net gains on acquisitions and asset dispositions ($10 million),
·  
2010 net losses related to an acquisition ($9 million),
·  
lower losses from the 2010 exit ($6 million) and deconsolidation ($13 million) of the Belgium CIT business, and
·  
the impact of our 2010 acquisition in Mexico, as well as
·  
 lower tax expense due to an income tax charge in 2010 related to U.S. healthcare legislation ($14 million).

These positive factors more than offset:
·  
lower operating profit from:
·  
lower profits in North America ($13 million),
·  
a  2011 settlement loss related to the Belgium bankruptcy ($10 million), and
·  
lower royalty income from our former home security business ($5 million),
·  
increased borrowing costs ($9 million),
·  
higher net income attributable to noncontrolling interests ($8 million).

Segment results also reflected increased security costs across all regions.

Our earnings per share from continuing operations was $1.52, up from $1.17 in 2010.


 
21

 

Non-GAAP
Our revenues increased $764 million or 24% and our operating profit increased $18 million or 9% in 2011.  Revenues increased due to our acquisitions in Mexico and Canada, organic growth in our International segment and favorable changes in currency exchange rates.  Operating profit increased primarily due to the factors described below.

Our income from continuing operations in 2011 decreased 5% primarily due to:
·  
lower operating profit in North America ($9 million),
·  
increased borrowing costs ($9 million), and
·  
higher net income attributable to noncontrolling interests ($6 million).

These negative factors more than offset higher operating profit from:
·  
organic improvement in Latin America ($13 million),
·  
the positive impact of currency exchange rates ($10 million),
·  
lower losses from the 2010 exit of the Belgium CIT business ($6 million), and
·  
the impact of our 2010 acquisition in Mexico.

Segment results also reflected increased security costs across all regions.

Our earnings per share from continuing operations was $1.90, down from $1.99 in 2010.

2010 versus 2009

GAAP
Our revenues decreased $14 million or less than 1% and our operating profit declined $21 million or 12% in 2010.  Revenues were lower mainly due to the unfavorable impact of currency exchange rates related primarily to a change in the way we translate our Venezuelan results to U.S. dollars.  Revenues also declined due to exiting a French guarding business in 2009 and a CIT business in Belgium in 2010.  Revenues were favorably affected in 2010 by organic growth in our International segment and incremental revenues from the acquisition of a CIT business in Mexico.  Operating profit declined primarily due to the factors described below.

Our income from continuing operations in 2010 was lower than 2009 primarily due to:
·  
an income tax valuation allowance reversal in 2009 ($118 million),
·  
lower  operating profit from:
·  
an unfavorable currency effect ($44 million), related primarily to the reporting of 2010 results from Venezuela at a less favorable exchange rate,
·  
a gain in 2009 related to an acquisition in India ($14 million),
·  
losses recognized related to the exit of the CIT business in Belgium ($13 million),
·  
lower profits in North America ($13 million),
·  
a net loss related to the 2010 Mexican acquisition ($9 million), and
·  
lower gains on sales of assets ($8 million), as well as
·  
an income tax charge in 2010 related to U.S. healthcare legislation ($14 million).

These negative factors more than offset:
·  
higher operating profit from
·  
organic improvements in Latin America ($50 million) and
·  
organic improvements in Europe ($25 million), as well as
·  
a non-cash income tax benefit related to an income tax settlement ($7 million).

Segment results also reflected improved Global Services performance and lower security costs in all regions.

Our earnings per share from continuing operations was $1.17, down from $4.11 in 2009.

Non-GAAP
Our revenues increased $224 million or 8% and our operating profit increased $50 million or 36% in 2010.  Revenues increased mainly due to improved performance on an organic basis in our International segment, reflecting inflation-based price increases in Latin America.  Revenues also increased due to the acquisition of a CIT business in Mexico, partially offset by exiting a guarding business in France during 2009 and a CIT business in Belgium during 2010.  Operating profit increased due to the factors described below.

Our income from continuing operations in 2010 was higher than 2009 primarily due to higher operating profit from:
·  
higher profits in Europe ($27 million), and

 
22

 

·  
organic improvement in Latin America ($18 million).

These positive factors were offset by lower operating profit in North America.

Segment results also reflected improved Global Services performance and lower security costs in all regions.

Our earnings per share from continuing operations was $1.99, up from $1.40 in 2009.
 
 
Outlook for 2012

GAAP
Our organic revenue growth rate for 2012 is expected to be in the 5% to 8% range, and our operating segment margin is expected to be in the 6.5% to 7.0% range. Our International organic revenue growth rate for 2012 is expected to be in the 7% to 10% range, and our International segment margin is expected to be in the 7.0% to 8.0% range.  Our North America organic revenue growth rate for 2012 is expected to be flat, and our North America segment margin is expected to be in the 3.6% to 4.6% range.

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

Our operating segment margin is expected to be in the 6.5% to 7.0% range. Our International segment margin is expected to be in the 7.0% to 8.0% range and our North America segment margin is expected to be in the 4.5% to 5.5% range.

During 2012, we intend to pursue higher margin business opportunities and continue to invest in information technology.  We expect continued profit growth in Mexico and the rest of Latin America during 2012.  We expect North America and Europe to improve margins in 2012, and we expect our Global Services growth to continue across all regions. See page 41 for a summary of our 2012 Outlook.

Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of the following items:  acquisitions and dispositions, changes in currency exchange rates (as described on page 28) and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting.

Business and Strategy Overview
We have four geographic operating segments:  Europe, Middle East, and Africa (“EMEA”); Latin America; Asia Pacific; and North America, which are aggregated into two reportable segments: International and North America. Our North America segment includes operations in the U.S. and Canada.

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
·  
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.  We are a premium provider of services in most of the markets we serve.  Our marketing and sales efforts are enhanced by the “Brink’s” brand, so we seek to protect and build its value.  Since 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.

Business environments around the world change constantly.  We must adapt to changes in competitive landscapes, regional economies and each customer’s level of business.  We balance underlying business risk and the effects of changing demand on the utilization of our resources.  As a result, we operate largely on a decentralized basis so local management can react quickly to changes in the business environment.

We measure financial performance on a long-term basis.  The key financial measures are:
·  
Return on capital
·  
Revenue and earnings growth
·  
Cash flow generation

 
23

 

These and similar measures are critical components of our incentive compensation plans and performance evaluations.

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.  Due to our higher investment in people and processes, we generally charge higher prices than competitors that do not provide the same level of service and risk management.
 
 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.  Since 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, safety and security costs can vary depending on performance, cost of insurance coverage, and changes in crime rates (i.e., attacks and robberies).

Cash Logistics 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 Logistics 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 Logistics 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 Logistics to customers differentiates Brink’s from many of its competitors.  Management is focused on continuing to grow Cash Logistics revenue.

Brink’s revenues and related operating profit are generally higher in the second half of the year, particularly in the fourth quarter, because of 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 our liabilities related to former operations is contained in the following sections of this report:
·  
Non-segment Income (Expense) on page 35
·  
Liquidity and Capital Resources – Contractual Obligations – on page 53
·  
Application of Critical Accounting Policies – on page 57
·  
Notes 3 and 17 to the consolidated financial statements, which begin on page 87

 
24

 

RESULTS OF OPERATIONS

Consolidated Review

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP
 
% Change
 
 
Non-GAAP (c)
 
% Change
 
 
Years Ended December 31,
 
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
 
2011 
 
2010 
 
2009 
 
2011 
 
2010 
 
 
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
 3,885.5 
 
 3,121.5 
 
 3,135.0 
 
 24 
 
 - 
 
$
 3,885.5 
 
 3,121.5 
 
 2,897.1 
 
 24 
 
 8 
 
 
 
Segment operating profit (a)
 
 231.1 
 
 208.9 
 
 213.4 
 
 11 
 
 (2)
 
 
 246.5 
 
 224.5 
 
 172.9 
 
 10 
 
 30 
 
 
 
Non-segment expense
 
 (59.8)
 
 (62.6)
 
 (46.6)
 
 (4)
 
 34 
 
 
 (40.6)
 
 (36.2)
 
 (34.7)
 
 12 
 
 4 
 
 
 
Operating profit
 
 171.3 
 
 146.3 
 
 166.8 
 
 17 
 
 (12)
 
 
 205.9 
 
 188.3 
 
 138.2 
 
 9 
 
 36 
 
 
Income from continuing operations (b)
 
 73.0 
 
 56.8 
 
 195.7 
 
 29 
 
 (71)
 
 
 91.6 
 
 96.4 
 
 66.7 
 
 (5)
 
 45 
 
 
Diluted EPS from continuing operations (b)
 
 1.52 
 
 1.17 
 
 4.11 
 
 30 
 
 (72)
 
 
 1.90 
 
 1.99 
 
 1.40 
 
 (5)
 
 42 
 
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 28 and 31 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 2012 are provided on page 41.
(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 42 –44, including reconciliation to amounts reported under GAAP.

 Summary Reconciliation of Non-GAAP EPS

 
Years Ended December 31,
 
2011 
 
2010 
 
2009 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP EPS
$
 1.52 
 
 
 1.17 
 
 
 4.11 
 
 
 
 
Excludes U.S. retirement plan expenses
 
 0.37 
 
 
 0.28 
 
 
 0.25 
 
 
 
 
Exclude costs related to former CEO retirement
 
 0.05 
 
 
 - 
 
 
 - 
 
 
 
 
Exclude Belgium exit charges
 
 0.13 
 
 
 0.16 
 
 
 - 
 
 
 
 
Exclude gains on asset sales, acquisitions and dispositions
 
 (0.20)
 
 
 0.12 
 
 
 (0.43)
 
 
 
 
Exclude Venezuela related items
 
 - 
 
 
 - 
 
 
 0.04 
 
 
 
 
U.S. healthcare legislation charge
 
 - 
 
 
 0.29 
 
 
 - 
 
 
 
 
Exclude U.S. tax valuation allowance release
 
 - 
 
 
 - 
 
 
 (2.48)
 
 
 
 
Other
 
 0.03 
 
 
 (0.02)
 
 
 (0.09)
 
 
 
Non-GAAP EPS
$
 1.90 
 
 
 1.99 
 
 
 1.40 
 
 
Amounts may not add due to rounding.  Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 42–44.

Revenues

GAAP
 
2011 versus 2010
 
Revenues in 2011 increased $764 million or 24% due to:
·  
our 2010 acquisitions in Mexico and Canada ($414 million),
·  
organic growth in our International segment ($262 million), and
·  
favorable exchange rate variances ($114 million);
partially offset by the exit of unprofitable CIT business in Belgium ($30 million).  See page 23 for our definition of “organic.”

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

2010 versus 2009
 
Revenues in 2010 decreased $14 million or less than 1% due to:
·  
unfavorable changes in currency exchange rates ($273 million), related primarily to the reporting of 2010 results from Venezuela at a less favorable exchange rate,
·  
the sale of guarding operations in France in 2009 ($48 million), and
·  
the exit of an unprofitable CIT business in Belgium ($8 million);
partially offset by organic growth ($228 million) and the effect of businesses acquired in 2010 and 2009 ($88 million).  See page 23 for our definition of “organic.”

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

 
25

 

Non-GAAP
2011 versus 2010
The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.

2010 versus 2009
Revenues in 2010 increased 8% primarily due to organic growth ($157 million) and revenues from businesses acquired in 2010 and 2009 ($88 million).

Revenues increased 5% on an organic basis due mainly to higher average selling prices (including the effects of inflation-based price increases in several Latin American countries).

Operating Profit

GAAP
2011 versus 2010
Operating profit increased 17% due mainly to:
·  
the positive impact of changes in currency exchange rates  ($14 million),
·  
organic improvement in Latin America ($12 million),
·  
2011 net gains  on acquisitions and asset dispositions ($10 million),
·  
2010 net losses related to acquisitions ($9 million),
·  
lower losses from the 2010 exit ($6 million) and deconsolidation ($13 million) of the Belgium CIT business, and
·  
the impact of our 2010 acquisition in Mexico;
partially offset by lower profits in North America ($13 million), a settlement loss related to the Belgium bankruptcy ($10 million), and lower royalties from our former home security business ($5 million).

Results were also affected by increased security costs in all regions.

2010 versus 2009
Operating profit decreased 12% due mainly to:
·  
an unfavorable currency effect ($44 million), related primarily to the reporting of 2010 results from Venezuela at a less favorable exchange rate,
·  
a $14 million gain in 2009 related to an acquisition in India,
·  
losses recognized related to the exit of the CIT business in Belgium ($13 million),
·  
lower profits in North America ($13 million),
·  
a net loss related to a 2010 acquisition in Mexico ($9 million), and
·  
lower gains related to asset sales ($8 million);
partially offset by growth on an organic basis in our International segment.

Results were also affected by price and volume pressure across most of our global markets and lower security costs in all regions.

Non-GAAP
2011 versus 2010
Operating profit increased 9% due mainly to:
·  
organic improvement in Latin America ($13 million),
·  
positive impact of currency exchange rates ($10 million),
·  
the exit from the Belgium CIT business ($6 million), and
·  
the impact of our 2010 acquisition in Mexico.
These positive factors more than offset lower profits in North America ($9 million).

Results were also affected by increased security costs in all regions.

2010 versus 2009
Operating profit increased 36% due mainly to growth on an organic basis in our International segment ($49 million), partially offset by lower profits in North America ($12 million).

Results were also affected by price and volume pressure across most of our global markets and lower security costs in all regions.

 
26

 


Income from continuing operations and net income, and related per share amounts
(attributable to Brink’s)

GAAP
2011 versus 2010
Income from continuing operations and net income (and related per share amounts) was higher in 2011 compared to 2010. The above described positive factors affecting operating profit, as well as lower tax expense due to a $14 million income tax charge in 2010 related to U.S. healthcare legislation, were partially offset by increased borrowing costs ($9 million) and higher income attributable to noncontrolling interests ($8 million).

2010 versus 2009
Income from continuing operations and net income (and related per share amounts) was lower in 2010 compared to 2009. In addition to the above described factors affecting operating profit, income from continuing operations attributable to Brink’s and earnings per share decreased primarily due to a $118 million income tax valuation allowance reversal in 2009 and a $14 million income tax charge in 2010 related to U.S. healthcare legislation.  These factors were partially offset by a $7 million non-cash income tax benefit related to an income tax settlement.

Non-GAAP
2011 versus 2010
Income from continuing operations and net income (and related per share amounts) was lower in 2011 compared to 2010 primarily as a result of increased borrowing costs ($9 million), higher income attributable to noncontrolling interests ($6 million) and an increase in the non-GAAP tax rate which more than offset higher operating profit described above.

2010 versus 2009
Income from continuing operations and net income (and related per share amounts) was higher in 2010 compared to 2009 primarily as a result of the higher operating profit described above.


 
27

 

Segment Operating Results
Segment Review
2011 versus 2010
 
GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Organic
 
Acquisitions /
 
Currency
 
 
 
% Change
 
 
(In millions)
 
 
2010 
 
Change
 
Dispositions (b)
 
 (c)
 
2011 
 
Total
 
Organic
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Latin America
 
$
 877.4 
 
 181.9 
 
 363.8 
 
 37.6 
 
 1,460.7 
 
 66 
 
 21 
 
 
 
 
EMEA
 
 
 1,199.8 
 
 58.9 
 
 (24.5)
 
 62.7 
 
 1,296.9 
 
 8 
 
 5 
 
 
 
 
Asia Pacific
 
 
 126.5 
 
 21.5 
 
 - 
 
 5.7 
 
 153.7 
 
 22 
 
 17 
 
 
 
 
 
International
 
 
 2,203.7 
 
 262.3 
 
 339.3 
 
 106.0 
 
 2,911.3 
 
 32 
 
 12 
 
 
 
 
 
North America
 
 
 917.8 
 
 0.2 
 
 48.5 
 
 7.7 
 
 974.2 
 
 6 
 
 - 
 
 
 
 
 
 
Total
 
$
 3,121.5 
 
 262.5 
 
 387.8 
 
 113.7 
 
 3,885.5 
 
 24 
 
 8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International
 
$
 164.8 
 
 10.1 
 
 11.8 
 
 13.0 
 
 199.7 
 
 21 
 
 6 
 
 
 
North America
 
 
 44.1 
 
 (14.5)
 
 1.3 
 
 0.5 
 
 31.4 
 
 (29)
 
 (33)
 
 
 
 
Segment operating profit
 
 
 208.9 
 
 (4.4)
 
 13.1 
 
 13.5 
 
 231.1 
 
 11 
 
 (2)
 
 
 
 
Non-segment (a)
 
 
 (62.6)
 
 (15.0)
 
 17.8 
 
 - 
 
 (59.8)
 
 (4)
 
 24 
 
 
 
 
 
 
Total
 
$
 146.3 
 
 (19.4)
 
 30.9 
 
 13.5 
 
 171.3 
 
 17 
 
 (13)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment operating margin:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International
 
 
7.5%
 
 
 
 
 
 
 
 6.9%
 
 
 
 
 
 
 
North America
 
 
4.8%
 
 
 
 
 
 
 
 3.2%
 
 
 
 
 
 
 
 
 
 
Segment operating margin
 
 
6.7%
 
 
 
 
 
 
 
 5.9%
 
 
 
 
 

 
Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Organic
 
Acquisitions /
 
Currency
 
 
 
% Change
 
 
(In millions)
 
 
2010 
 
Change
 
Dispositions (b)
 
 (c)
 
2011 
 
Total
 
Organic
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International:
 
 
 
 
 
 
 
 
&#