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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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Virginia
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54-1317776
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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P.O. Box 18100,
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1801 Bayberry Court
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Richmond, Virginia
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23226-8100
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(804) 289-9600
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on
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||||
Title of each class
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which registered
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The Brink’s Company Common Stock, Par Value $1
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Page
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Item 1.
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Business
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1
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Item 1A.
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Risk Factors
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7
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Item 1B.
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Unresolved Staff Comments
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14
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Item 2.
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Properties
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14
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Item 3.
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Legal Proceedings
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14
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Item 4.
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Mine Safety Disclosures
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14
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Executive Officers of the Registrant
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15
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PART II
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||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
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Purchases of Equity Securities
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16
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Item 6.
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Selected Financial Data
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18
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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19
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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66
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Item 8.
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Financial Statements and Supplementary Data
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68
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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113
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Item 9A.
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Controls and Procedures
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113
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Item 9B.
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Other Information
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113
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PART III
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||
Item 10.
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Directors, Executive Officers and Corporate Governance
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114
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Item 11.
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Executive Compensation
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114
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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114
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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114
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Item 14.
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Principal Accountant Fees and Services
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114
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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115
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PART I
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(In millions)
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2013
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% total
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% change
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|
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2012
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% total
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% change
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2011
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% total
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% change
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|||
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|
|
|
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Revenues by region:
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|
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|
|
|
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|
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|||
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|
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|
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Latin America:
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Mexico
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$
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450.4
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11
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|
6
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$
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424.0
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|
11
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2
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|
$
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415.2
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|
11
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|
fav
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|
|
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Venezuela
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|
447.1
|
|
11
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|
31
|
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|
342.6
|
|
9
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|
27
|
|
|
269.2
|
|
7
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|
45
|
|
|
|
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Brazil
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|
392.0
|
|
10
|
|
1
|
|
|
388.3
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|
10
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-
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|
386.8
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|
11
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|
28
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|
|
|
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Other
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|
431.2
|
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11
|
|
2
|
|
|
424.5
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|
11
|
|
9
|
|
|
389.5
|
|
11
|
|
16
|
|
|
|
|
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Total
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1,720.7
|
|
44
|
|
9
|
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1,579.4
|
|
42
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|
8
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1,460.7
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40
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|
66
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|
|
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|
|
|
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|
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EMEA
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|
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||
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France
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542.5
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|
14
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|
1
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535.5
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|
14
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(2)
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545.2
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15
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|
7
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|
|
|
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Other
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635.8
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16
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|
8
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590.4
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16
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(1)
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|
|
597.8
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|
16
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|
16
|
|
|
|
|
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Total
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1,178.3
|
|
30
|
|
5
|
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1,125.9
|
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30
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(1)
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1,143.0
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31
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|
12
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|
|
|
|
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|
|
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North America
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|
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||
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U.S.
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707.5
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18
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|
-
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|
706.7
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|
19
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(4)
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733.5
|
|
20
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-
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|
|
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Canada
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190.9
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|
5
|
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2
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186.6
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|
5
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(2)
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|
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189.9
|
|
5
|
|
2
|
|
|
|
|
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Total
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|
898.4
|
|
23
|
|
1
|
|
|
893.3
|
|
24
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(3)
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|
923.4
|
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25
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|
1
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|
|
|
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|
|
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|
|
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|
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|
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Asia Pacific
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144.8
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4
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|
6
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136.4
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4
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-
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|
135.8
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|
4
|
|
27
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||
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Total Revenues
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$
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3,942.2
|
|
100
|
|
6
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|
$
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3,735.0
|
|
100
|
|
2
|
|
$
|
3,662.9
|
|
100
|
|
25
|
|
|||
|
|
|
|
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|
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Amounts may not add due to rounding.
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·
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cash between businesses and financial institutions such as banks and credit unions
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·
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cash, securities and other valuables between commercial banks, central banks and investment banking and brokerage firms
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·
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new currency, coins, bullion and precious metals for central banks and other customers
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·
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We provide basic ATM management services using our secure transportation network, including cash replenishment and first and second line maintenance.
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·
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We also provide premium service levels for Brink's Integrated Managed Services (“Brink’s IMS”) clients. Brink's IMS’ offerings include cash replenishment, replenishment forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, installation services, and first and second line maintenance.
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·
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money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.) and other cash management services
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·
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deploying and servicing “intelligent” safes and safe control devices, including our patented CompuSafe® service
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·
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integrated check and cash processing services (“Virtual Vault”)
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·
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check imaging services
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·
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Maximize profits in developed markets
|
o
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Invest in higher-margin solutions to shift revenue mix from Core Services to High-Value Services.
|
o
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Invest in Brink’s Integrated Management Services, which provides cash supply chain solutions for our financial institution customers. See page 2 for more detail.
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o
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Reduce presence in underperforming markets.
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·
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Invest in emerging markets that meet internal metrics for projected growth, profitability and return on investment. Continue to invest in Latin America to benefit from strong growth in the region.
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·
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Invest in adjacent security-related markets where we can create value for customers with our brand, security expertise, global infrastructure and other competitive advantages.
|
o
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Examples include several new Payment Services businesses that provide services to consumers and small businesses.
|
o
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Explore the re-entry of the monitored home security and "smart home" industry. In 2008, we spun off our residential security business, and we believe consumers continue to trust our brand and capabilities.
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·
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Global procurement – achieve cost synergies available to companies of Brink’s size and geographic scope.
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Centralize management and reduce costs of key functions, such as purchase and maintenance of our fleet, IT resources, travel management, and back-office functions such as finance and human resources.
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·
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Organizational structure – ensure appropriate spans of control and layers of management to promote an effective and non-bureaucratic structure.
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·
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Deliver on productivity investments and cost control efforts in the U.S.
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·
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brand name recognition
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·
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reputation for a high level of service and security
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·
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risk management and logistics expertise
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·
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value-based solutions expertise
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·
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global infrastructure and customer base
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·
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proprietary cash processing and information systems
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·
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proven operational excellence
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·
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high-quality insurance coverage and financial strength
|
·
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Poland (sold in March 2013)
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·
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Turkey (shut down in June 2013)
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·
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Hungary (sold in September 2013)
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·
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Germany (sold in December 2013)
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·
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Morocco (December 2012)
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·
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France (January 2013)
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·
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Germany (July 2013)
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·
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We sold Threshold Financial Technologies, Inc. in Canada in November 2013. Threshold operated private-label ATM network and payment processing businesses. Brink’s continues to own and operate Brink’s Integrated Managed Services for ATM customers.
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·
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We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD had operations in China and other locations in Asia. ICD designed and installed security systems for commercial customers.
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·
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Annual reports on Form 10-K
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·
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Quarterly reports on Form 10-Q
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·
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Current reports on Form 8-K, and amendments to those reports
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·
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Corporate governance policies
|
·
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Business Code of Ethics
|
·
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The charters of the following committees of our Board of Directors (the “Board”): Audit and Ethics, Compensation and Benefits, and Corporate Governance and Nominating
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·
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the difficulty of enforcing agreements, collecting receivables and protecting assets through foreign legal systems;
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·
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trade protection measures and import or export licensing requirements;
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·
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difficulty in staffing and managing widespread operations;
|
·
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required compliance with a variety of foreign laws and regulations;
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·
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enforcement of our global compliance program in foreign countries with a variety of laws, cultures and customs;
|
·
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varying permitting and licensing requirements in different jurisdictions;
|
·
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foreign ownership laws;
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·
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changes in the general political and economic conditions in the countries where we operate, particularly in emerging markets;
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·
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threat of nationalization and expropriation;
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·
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potential termination of the use of the euro and adoption of weaker new currencies as a result of the continued crisis in the Euro zone;
|
·
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higher costs and risks of doing business in a number of foreign jurisdictions;
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·
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laws or other requirements and restrictions associated with organized labor;
|
·
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limitations on the repatriation of earnings;
|
·
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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;
|
·
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inflation levels exceeding that of the U.S; and
|
·
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inability to collect for services provided to government entities.
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·
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the rate of price increases for services will not keep pace with the cost of inflation;
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·
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adverse economic conditions may discourage business growth which could affect demand for our services;
|
·
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the devaluation of the currency may exceed the rate of inflation and reported U.S. dollar revenues and profits may decline; and
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·
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these countries may be deemed “highly inflationary” for U.S. generally accepted accounting principles (“GAAP”) purposes.
|
·
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we will identify and be successful in pursuing investment opportunities,
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·
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we will be able to acquire attractive businesses on favorable terms,
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·
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all future acquisitions will be accretive to earnings, or
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·
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future acquisitions will be rapidly and efficiently integrated into existing operations.
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·
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continuing market volatility and commodity price fluctuations and their impact on the demand for our services;
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·
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our ability to continue profit growth in Latin America;
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·
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our ability to maintain or improve volumes at favorable pricing levels and increase cost efficiencies in the United States and Europe;
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·
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investments in information technology and value-added services and their impact on revenue and profit growth;
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·
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our ability to develop and implement solutions for our customers and gain market acceptance of those solutions;
|
·
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our ability to maintain an effective IT infrastructure and safeguard confidential information;
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·
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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;
|
·
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the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
|
·
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the stability of the Venezuelan economy, changes in Venezuelan policy regarding foreign-owned businesses;
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·
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changes in currency restrictions and in official and unofficial foreign exchange rates;
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·
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fluctuations in value of the Venezuelan bolivar;
|
·
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regulatory and labor issues in many of our global operations, including negotiations with organized labor and the possibility of work stoppages;
|
·
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our ability to identify and execute further cost and operational improvements and efficiencies in our core businesses;
|
·
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our ability to integrate successfully recently acquired companies and improve their operating profit margins;
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·
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costs related to dispositions and market exits;
|
·
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our ability to identify evaluate and pursue acquisitions and other strategic opportunities including those in the home security industry and in emerging markets;
|
·
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the willingness of our customers to absorb fuel surcharges and other future price increases;
|
·
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the impact of turnaround actions responding to current conditions in Europe and North America and our productivity and cost control efforts in those regions;
|
·
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our ability to obtain necessary information technology and other services at favorable pricing levels from third party service providers;
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·
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variations in costs or expenses and performance delays of any public or private sector supplier, service provider or customer;
|
·
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our ability to obtain appropriate insurance coverage, positions taken by insurers with respect to claims made and the financial condition of insurers, safety and security performance, our loss experience, changes in insurance costs;
|
·
|
security threats worldwide and losses of customer valuables;
|
·
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costs associated with the purchase and implementation of cash processing and security equipment;
|
·
|
employee and environmental liabilities in connection with our former coal operations, black lung claims incidence;
|
·
|
the impact of the Patient Protection and Affordable Care Act on black lung liability and the Company's ongoing operations;
|
·
|
changes to estimated liabilities and assets in actuarial assumptions due to payments made, investment returns, interest rates and annual actuarial revaluations, the funding requirements, accounting treatment, investment performance and costs and expenses of our pension plans, the VEBA and other employee benefits, mandatory or voluntary pension plan contributions;
|
·
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the nature of our hedging relationships;
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·
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changes in estimates and assumptions underlying our critical accounting policies;
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·
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our ability to realize deferred tax assets;
|
·
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the outcome of pending and future claims, litigation, and administrative proceedings;
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·
|
public perception of the Company’s business and reputation;
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·
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access to the capital and credit markets;
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·
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seasonality, pricing and other competitive industry factors; and
|
·
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the promulgation and adoption of new accounting standards and interpretations, new government regulations and interpretations of existing regulations.
|
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|
Facilities
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Vehicles
|
|
|||||||||||
|
Region
|
|
Leased
|
|
Owned
|
|
Total
|
|
|
Leased
|
|
Owned
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
131
|
|
26
|
|
157
|
|
|
1,920
|
|
183
|
|
2,103
|
|
|
Canada
|
|
38
|
|
14
|
|
52
|
|
|
480
|
|
14
|
|
494
|
|
|
Latin America
|
|
373
|
|
121
|
|
494
|
|
|
593
|
|
5,701
|
|
6,294
|
|
|
EMEA
|
|
210
|
|
37
|
|
247
|
|
|
580
|
|
2,556
|
|
3,136
|
|
|
Asia Pacific
|
|
97
|
|
-
|
|
97
|
|
|
6
|
|
638
|
|
644
|
|
|
Total
|
|
849
|
|
198
|
|
1,047
|
|
|
3,579
|
|
9,092
|
|
12,671
|
|
|
Name
|
Age
|
|
Positions and Offices Held
|
|
Held Since
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas C. Schievelbein
|
60
|
|
Chairman, President and Chief Executive Officer
|
|
2012
|
|
|
|
Joseph W. Dziedzic
|
45
|
|
Vice President and Chief Financial Officer
|
|
2009
|
|
|
|
McAlister C. Marshall, II
|
44
|
|
Vice President and General Counsel
|
|
2008
|
|
|
|
Darren M. McCue
|
40
|
|
Vice President and Chief Commercial Strategy Officer
|
|
2013
|
|
|
|
Matthew A. P. Schumacher
|
55
|
|
Controller
|
|
2001
|
|
|
|
Holly R. Tyson
|
42
|
|
Vice President and Chief Human Resources Officer
|
|
2012
|
|
|
|
Patricia A. Watson
|
47
|
|
Vice President and Chief Information Officer
|
|
2013
|
|
|
PART II
|
|
|
|
|
2013 Quarters
|
|
2012 Quarters
|
|
|||||||||||
|
|
|
1st
|
|
2nd
|
|
3rd
|
4th
|
|
|
1st
|
|
2nd
|
|
3rd
|
4th
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
$
|
0.1000
|
|
0.1000
|
|
0.1000
|
0.1000
|
|
$
|
0.1000
|
|
0.1000
|
|
0.1000
|
0.1000
|
|
|
|
Stock prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
$
|
30.75
|
|
28.36
|
|
28.76
|
34.76
|
|
$
|
29.64
|
|
26.73
|
|
25.82
|
29.87
|
|
|
|
Low
|
|
25.90
|
|
24.07
|
|
25.41
|
26.58
|
|
|
23.39
|
|
20.91
|
|
21.70
|
24.67
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Brink's Company
|
$
|
100.00
|
|
91.90
|
|
103.26
|
|
104.75
|
|
112.95
|
|
137.04
|
|
|
S&P Midcap 400 Index
|
|
100.00
|
|
137.38
|
|
173.98
|
|
170.96
|
|
201.53
|
|
269.04
|
|
|
S&P Midcap 400 Commercial Services & Supplies Index
|
|
100.00
|
|
120.33
|
|
146.78
|
|
159.85
|
|
187.08
|
|
258.89
|
|
|
Copyright© 2014, Standard & Poor's, a division of The McGraw-Hill Companies, Inc. All rights reserved.
|
|
(a)
|
For the line designated as “The Brink’s Company” the graph depicts the cumulative return on $100 invested in The Brink’s Company’s common stock. For the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies Index, cumulative returns are measured on an annual basis for the periods from December 31, 2008, through December 31, 2013, with the value of each index set to $100 on December 31, 2008. Total return assumes reinvestment of dividends. We chose the S&P Midcap 400 Index and the S&P Midcap 400 Commercial Services & Supplies Index because we are included in these indices, which broadly measure the performance of mid-size companies in the United States market.
|
|
GAAP Basis
|
||||||||||||
|
(In millions, except for per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues and Operating Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
2,925.3
|
|
2,959.3
|
|
|
|
Segment operating profit
|
$
|
252.8
|
|
263.9
|
|
262.3
|
|
244.6
|
|
237.3
|
|
|
|
Non-segment income (expense)
|
|
(81.1)
|
|
(88.9)
|
|
(59.8)
|
|
(62.6)
|
|
(46.6)
|
|
|
|
Operating profit
|
$
|
171.7
|
|
175.0
|
|
202.5
|
|
182.0
|
|
190.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
71.9
|
|
111.2
|
|
100.3
|
|
87.1
|
|
220.1
|
|
|
|
Loss income from discontinued operations(a)
|
|
(15.1)
|
|
(22.3)
|
|
(25.8)
|
|
(30.0)
|
|
(19.9)
|
|
|
|
Net income attributable to Brink’s
|
$
|
56.8
|
|
88.9
|
|
74.5
|
|
57.1
|
|
200.2
|
|
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Property and equipment, net
|
$
|
758.7
|
|
793.8
|
|
749.2
|
|
698.9
|
|
549.5
|
|
|
|
Total assets
|
|
2,498.0
|
|
2,553.9
|
|
2,406.2
|
|
2,270.5
|
|
1,879.8
|
|
|
|
Long-term debt, less current maturities
|
|
330.5
|
|
335.6
|
|
335.3
|
|
323.7
|
|
172.3
|
|
|
|
Brink’s shareholders’ equity
|
|
693.9
|
|
501.8
|
|
408.0
|
|
516.2
|
|
534.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
173.6
|
|
155.7
|
|
148.1
|
|
123.9
|
|
122.3
|
|
|
|
Capital expenditures
|
|
177.7
|
|
177.9
|
|
183.7
|
|
135.7
|
|
160.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Brink’s common shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
1.48
|
|
2.30
|
|
2.10
|
|
1.81
|
|
4.65
|
|
|
|
Discontinued operations(a)
|
|
(0.31)
|
|
(0.46)
|
|
(0.54)
|
|
(0.62)
|
|
(0.42)
|
|
|
|
Net income
|
$
|
1.17
|
|
1.84
|
|
1.56
|
|
1.18
|
|
4.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
1.47
|
|
2.29
|
|
2.09
|
|
1.80
|
|
4.63
|
|
|
|
Discontinued operations(a)
|
|
(0.31)
|
|
(0.46)
|
|
(0.54)
|
|
(0.62)
|
|
(0.42)
|
|
|
|
Net income
|
$
|
1.16
|
|
1.83
|
|
1.55
|
|
1.18
|
|
4.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends
|
$
|
0.4000
|
|
0.4000
|
|
0.4000
|
|
0.4000
|
|
0.4000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
48.7
|
|
48.4
|
|
47.8
|
|
48.2
|
|
47.2
|
|
|
|
Diluted
|
|
49.0
|
|
48.6
|
|
48.1
|
|
48.4
|
|
47.5
|
|
(a)
|
Loss from discontinued operations reflects the operations and gains and losses, if any, on disposal of ICD Limited and affiliated subsidiaries, Threshold Financial Technologies Inc., cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding operations in France, Morocco, and Germany. Expenses related to retained retirement obligations are recorded as a component of continuing operations after the respective disposal dates. Adjustments to contingent liabilities are recorded within discontinued operations.
|
Non-GAAP Basis*
|
||||||||||||
|
(In millions, except for per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
2,925.3
|
|
2,721.4
|
|
|
Segment operating profit
|
$
|
283.4
|
|
268.1
|
|
267.6
|
|
246.8
|
|
196.8
|
|
|
Non-segment income (expense)
|
|
(42.6)
|
|
(42.3)
|
|
(40.6)
|
|
(36.2)
|
|
(34.7)
|
|
|
Operating profit
|
$
|
240.8
|
|
225.8
|
|
227.0
|
|
210.6
|
|
162.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
115.9
|
|
112.7
|
|
112.5
|
|
118.9
|
|
91.1
|
|
|
Diluted EPS – continuing operations
|
$
|
2.37
|
|
2.32
|
|
2.34
|
|
2.46
|
|
1.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Reconciliations to GAAP results are found beginning on page 40.
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
||
Page
|
||
OPERATIONS
|
20
|
|
RESULTS OF OPERATIONS
|
||
Consolidated Review
|
24
|
|
Segment Operating Results
|
27
|
|
Non-segment Income and Expense
|
33
|
|
Other Operating Income and Expense
|
34
|
|
Nonoperating Income and Expense
|
35
|
|
Income Taxes
|
36
|
|
Noncontrolling Interests
|
37
|
|
Loss from Discontinued Operations
|
38
|
|
Outlook
|
39
|
|
Non-GAAP Results – Reconciled to Amounts Reported under GAAP
|
40
|
|
Foreign Operations
|
47
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
||
Overview
|
48
|
|
Operating Activities
|
48
|
|
Investing Activities
|
49
|
|
Financing Activities
|
51
|
|
Capitalization
|
51
|
|
Off Balance Sheet Arrangements
|
54
|
|
Contractual Obligations
|
55
|
|
Contingent Matters
|
58
|
|
APPLICATION OF CRITICAL ACCOUNTING POLICIES
|
||
Deferred Tax Asset Valuation Allowance
|
59
|
|
Goodwill, Other Intangible Assets and Property and Equipment Valuations
|
60
|
|
Retirement and Postemployment Benefit Obligations
|
61
|
|
Foreign Currency Translation
|
65
|
|
·
|
Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
|
·
|
ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
|
·
|
Global Services* – secure international transportation of valuables
|
·
|
Cash Management Services*
|
o
|
Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
|
o
|
Safe and safe control device installation and servicing (including our patented CompuSafe® service)
|
o
|
Check and cash processing services for banking customers (“Virtual Vault Services”)
|
o
|
Check imaging services for banking customers
|
·
|
Payment Services* – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s – operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout e-commerce online payment services
|
·
|
Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel
|
·
|
excluding retirement expenses related to frozen retirement plans and retirement plans from former operations
|
·
|
without certain income and expense items in 2011, 2012 and 2013
|
·
|
after adjusting tax expense for certain items
|
·
|
Latin America
|
·
|
Europe, Middle East, and Africa (“EMEA”)
|
·
|
North America (U.S. and Canada)
|
·
|
Asia Pacific
|
·
|
brand name recognition
|
·
|
reputation for a high level of service and security
|
·
|
risk management and logistics expertise
|
·
|
value-based solutions expertise
|
·
|
global infrastructure and customer base
|
·
|
proprietary cash processing and information systems
|
·
|
proven operational excellence
|
·
|
high-quality insurance coverage and general financial strength
|
·
|
Non-segment Income (Expense) on page 33
|
·
|
Liquidity and Capital Resources – Contractual Obligations – on page 55
|
·
|
Application of Critical Accounting Policies – on page 59
|
·
|
Notes 3 and 18 to the consolidated financial statements, which begin on page 84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
% Change
|
|
|
Non-GAAP(c)
|
|
% Change
|
|
||||||||||||
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
|
|
(In millions, except for per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
6
|
|
2
|
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
6
|
|
2
|
|
|
|
|
Segment operating profit(a)
|
|
252.8
|
|
263.9
|
|
262.3
|
|
(4)
|
|
1
|
|
|
283.4
|
|
268.1
|
|
267.6
|
|
6
|
|
-
|
|
|
|
Non-segment expense
|
|
(81.1)
|
|
(88.9)
|
|
(59.8)
|
|
(9)
|
|
49
|
|
|
(42.6)
|
|
(42.3)
|
|
(40.6)
|
|
1
|
|
4
|
|
|
|
Operating profit
|
|
171.7
|
|
175.0
|
|
202.5
|
|
(2)
|
|
(14)
|
|
|
240.8
|
|
225.8
|
|
227.0
|
|
7
|
|
(1)
|
|
|
Income from continuing operations(b)
|
|
71.9
|
|
111.2
|
|
100.3
|
|
(35)
|
|
11
|
|
|
115.9
|
|
112.7
|
|
112.5
|
|
3
|
|
-
|
|
|
|
Diluted EPS from continuing operations(b)
|
|
1.47
|
|
2.29
|
|
2.09
|
|
(36)
|
|
10
|
|
|
2.37
|
|
2.32
|
|
2.34
|
|
2
|
|
(1)
|
|
(a)
|
Segment operating profit is a non-GAAP measure when presented in any context other than prescribed by Accounting Standards Codification Topic 280, Segment Reporting. The tables on pages 27 and 30 reconcile the measurement to operating profit, a GAAP measure. Disclosure of total segment operating profit enables investors to assess the total operating performance of Brink’s excluding non-segment income and expense. Forward-looking estimates related to total segment operating profit and non-segment income (expense) for 2014 are provided on page 39.
|
(b)
|
Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
|
(c)
|
Non-GAAP earnings information is contained on pages 40 –46, including reconciliation to amounts reported under GAAP.
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Diluted EPS
|
$
|
1.47
|
|
2.29
|
|
2.09
|
|
|
|
|
Exclude Venezuela net monetary asset remeasurement losses
|
|
0.17
|
|
-
|
|
-
|
|
|
|
Excludes U.S. retirement plan expenses
|
|
0.65
|
|
0.70
|
|
0.37
|
|
|
|
Exclude employee benefit settlement, severance losses, CEO retirement costs and other
|
|
0.04
|
|
0.06
|
|
0.08
|
|
|
|
Exclude gains and losses on acquisitions and asset dispositions
|
|
0.04
|
|
(0.29)
|
|
(0.20)
|
|
|
|
Exclude tax benefit from change in retiree health care funding strategy
|
|
-
|
|
(0.43)
|
|
-
|
|
|
Non-GAAP Diluted EPS
|
$
|
2.37
|
|
2.32
|
|
2.34
|
|
GAAP
|
|
2013 versus 2012
|
|
2012 versus 2011
|
|
·
|
unfavorable changes in currency exchange rates ($192.3 million)
|
·
|
an organic decrease in our North America segment ($25.5 million).
|
GAAP
|
|
·
|
the negative impact of changes in currency exchange rates ($36.1), including a $13.4 million charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency
|
·
|
an organic decrease in our North America segment
|
·
|
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium
|
·
|
the 2012 gain recognized on the sale of real estate in Venezuela ($7.2 million)
|
·
|
increased U.S. retirement plan expenses ($28.2 million)
|
·
|
the negative impact of changes in currency exchange rates ($15.2 million)
|
·
|
the 2011 gain recognized on the sale of the U.S. Document Destruction business ($6.7 million)
|
·
|
an organic decrease in our Asia Pacific segment ($6.0 million)
|
·
|
the negative impact of changes in currency exchange rates ($22.7 million)
|
·
|
an organic decrease in our North America segment
|
·
|
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium.
|
·
|
the negative impact of changes in currency exchange rates ($15.2 million)
|
·
|
organic decreases in our Latin America ($8.0 million) and Asia Pacific ($6.0 million) segments
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
Acquisitions /
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Organic
|
|
Dispositions
|
|
Currency
|
|
|
|
% Change
|
|
||
|
(In millions)
|
|
2012
|
|
Change
|
|
(a)
|
|
(b)
|
|
2013
|
|
Total
|
|
Organic
|
|
|||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
1,579.4
|
|
261.7
|
|
15.6
|
|
(136.0)
|
|
1,720.7
|
|
9
|
|
17
|
|
||
|
|
EMEA
|
|
1,125.9
|
|
25.5
|
|
-
|
|
26.9
|
|
1,178.3
|
|
5
|
|
2
|
|
||
|
|
North America
|
|
893.3
|
|
11.0
|
|
-
|
|
(5.9)
|
|
898.4
|
|
1
|
|
1
|
|
||
|
|
Asia Pacific
|
|
136.4
|
|
15.3
|
|
-
|
|
(6.9)
|
|
144.8
|
|
6
|
|
11
|
|
||
|
|
|
|
Total
|
$
|
3,735.0
|
|
313.5
|
|
15.6
|
|
(121.9)
|
|
3,942.2
|
|
6
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
135.1
|
|
50.6
|
|
1.8
|
|
(37.6)
|
|
149.9
|
|
11
|
|
37
|
|
||
|
|
EMEA
|
|
88.1
|
|
(8.8)
|
|
-
|
|
2.2
|
|
81.5
|
|
(7)
|
|
(10)
|
|
||
|
|
North America
|
|
31.9
|
|
(26.8)
|
|
-
|
|
(0.4)
|
|
4.7
|
|
(85)
|
|
(84)
|
|
||
|
|
Asia Pacific
|
|
8.8
|
|
8.2
|
|
-
|
|
(0.3)
|
|
16.7
|
|
90
|
|
93
|
|
||
|
|
|
Segment operating profit
|
|
263.9
|
|
23.2
|
|
1.8
|
|
(36.1)
|
|
252.8
|
|
(4)
|
|
9
|
|
|
|
|
|
Non-segment
|
|
(88.9)
|
|
5.8
|
|
2.0
|
|
-
|
|
(81.1)
|
|
(9)
|
|
(7)
|
|
|
|
|
|
|
Total
|
$
|
175.0
|
|
29.0
|
|
3.8
|
|
(36.1)
|
|
171.7
|
|
(2)
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
|
8.6%
|
|
|
|
|
|
|
|
8.7%
|
|
|
|
|
|
||
|
|
EMEA
|
|
7.8%
|
|
|
|
|
|
|
|
6.9%
|
|
|
|
|
|
||
|
|
North America
|
|
3.6%
|
|
|
|
|
|
|
|
0.5%
|
|
|
|
|
|
||
|
|
Asia Pacific
|
|
6.5%
|
|
|
|
|
|
|
|
11.5%
|
|
|
|
|
|
||
|
|
|
|
Segment operating margin
|
|
7.1%
|
|
|
|
|
|
|
|
6.4%
|
|
|
|
|
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Acquisitions /
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Organic
|
|
Dispositions
|
|
Currency
|
|
|
|
% Change
|
|
||
|
(In millions)
|
|
2012
|
|
Change
|
|
(a)
|
|
(b)
|
|
2013
|
|
Total
|
|
Organic
|
|
|||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
1,579.4
|
|
261.7
|
|
15.6
|
|
(136.0)
|
|
1,720.7
|
|
9
|
|
17
|
|
||
|
|
EMEA
|
|
1,125.9
|
|
25.5
|
|
-
|
|
26.9
|
|
1,178.3
|
|
5
|
|
2
|
|
||
|
|
North America
|
|
893.3
|
|
11.0
|
|
-
|
|
(5.9)
|
|
898.4
|
|
1
|
|
1
|
|
||
|
|
Asia Pacific
|
|
136.4
|
|
15.3
|
|
-
|
|
(6.9)
|
|
144.8
|
|
6
|
|
11
|
|
||
|
|
|
|
Total
|
$
|
3,735.0
|
|
313.5
|
|
15.6
|
|
(121.9)
|
|
3,942.2
|
|
6
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
130.1
|
|
60.3
|
|
1.8
|
|
(24.2)
|
|
168.0
|
|
29
|
|
46
|
|
||
|
|
EMEA
|
|
88.5
|
|
(9.2)
|
|
-
|
|
2.2
|
|
81.5
|
|
(8)
|
|
(10)
|
|
||
|
|
North America
|
|
40.7
|
|
(24.0)
|
|
-
|
|
(0.4)
|
|
16.3
|
|
(60)
|
|
(59)
|
|
||
|
|
Asia Pacific
|
|
8.8
|
|
9.1
|
|
-
|
|
(0.3)
|
|
17.6
|
|
100
|
|
fav
|
|
||
|
|
|
Segment operating profit
|
|
268.1
|
|
36.2
|
|
1.8
|
|
(22.7)
|
|
283.4
|
|
6
|
|
14
|
|
|
|
|
|
Non-segment
|
|
(42.3)
|
|
(0.3)
|
|
-
|
|
-
|
|
(42.6)
|
|
1
|
|
1
|
|
|
|
|
|
|
Total
|
$
|
225.8
|
|
35.9
|
|
1.8
|
|
(22.7)
|
|
240.8
|
|
7
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
|
8.2%
|
|
|
|
|
|
|
|
9.8%
|
|
|
|
|
|
||
|
|
EMEA
|
|
7.9%
|
|
|
|
|
|
|
|
6.9%
|
|
|
|
|
|
||
|
|
North America
|
|
4.6%
|
|
|
|
|
|
|
|
1.8%
|
|
|
|
|
|
||
|
|
Asia Pacific
|
|
6.5%
|
|
|
|
|
|
|
|
12.2%
|
|
|
|
|
|
||
|
|
|
|
Segment operating margin
|
|
7.2%
|
|
|
|
|
|
|
|
7.2%
|
|
|
|
|
|
|
Amounts may not add due to rounding.
|
(a)
|
Includes operating results and gains/losses on acquisitions, sales and exits of businesses.
|
(b)
|
The “Currency” amount in the table is the summation of the monthly currency changes, plus (minus) the U.S. dollar amount of remeasurement currency gains (losses) of bolivar denominated net monetary assets recorded under highly inflationary accounting rules related to the Venezuelan operations. The monthly currency change is equal to the Revenue or Operating Profit for the month in local currency, on a country-by-country basis, multiplied by the difference in rates used to translate the current period amounts to U.S. dollars versus the translation rates used in the year-ago month. The functional currency in Venezuela is the U.S. dollar under highly inflationary accounting rules. Remeasurement gains and losses under these rules are recorded in U.S. dollars but these gains and losses are not recorded in local currency. Local currency Revenue and Operating Profit used in the calculation of monthly currency change for Venezuela have been derived from the U.S. dollar results of the Venezuelan operations under U.S. GAAP (excluding remeasurement gains and losses) using current period currency exchange rates.
|
·
|
unfavorable currency impact ($36.1 million), including a $13.4 million charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency
|
·
|
an organic decrease in our North America segment
|
·
|
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium
|
·
|
the 2012 gain recognized on the sale of real estate in Venezuela ($7.2 million)
|
·
|
an organic decrease in our North America segment
|
·
|
unfavorable currency impact ($22.7 million)
|
·
|
the $18.7 million loss related to the February 2013 robbery in Brussels, Belgium.
|
·
|
higher profits in Venezuela, despite a 2012 gain on a building sale ($7.2 million)
|
·
|
organic growth in Argentina, including 2012 write-offs of Argentinean government receivables ($4.1 million)
|
·
|
organic growth in Brazil and Chile
|
·
|
unfavorable currency impact ($37.6 million), including a charge related to the remeasurement of net monetary assets as a result of the devaluation of Venezuela currency ($13.4 million)
|
·
|
increased regional spending on productivity initiatives
|
·
|
increased security costs.
|
·
|
higher profits in Venezuela
|
·
|
organic growth in Argentina, including 2012 write-offs of Argentinean government receivables ($4.1 million)
|
·
|
organic growth in Brazil and Chile
|
·
|
unfavorable currency impact ($24.2 million)
|
·
|
increased regional spending on productivity initiatives
|
·
|
increased security costs.
|
·
|
higher security costs
|
·
|
a 2012 commercial settlement in the Netherlands
|
·
|
organic decreases in Germany, Greece and Morocco
|
·
|
higher security costs
|
·
|
a 2012 commercial settlement in the Netherlands
|
·
|
organic decreases in Germany, Greece and Morocco
|
|
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Acquisitions /
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Organic
|
|
Dispositions
|
|
Currency
|
|
|
|
% Change
|
|
||
|
(In millions)
|
|
2011
|
|
Change
|
|
(a)
|
|
(b)
|
|
2012
|
|
Total
|
|
Organic
|
|
|||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
1,460.7
|
|
215.4
|
|
1.5
|
|
(98.2)
|
|
1,579.4
|
|
8
|
|
15
|
|
||
|
|
EMEA
|
|
1,143.0
|
|
69.9
|
|
0.3
|
|
(87.3)
|
|
1,125.9
|
|
(1)
|
|
6
|
|
||
|
|
North America
|
|
923.4
|
|
(25.5)
|
|
(2.6)
|
|
(2.0)
|
|
893.3
|
|
(3)
|
|
(3)
|
|
||
|
|
Asia Pacific
|
|
135.8
|
|
5.4
|
|
-
|
|
(4.8)
|
|
136.4
|
|
-
|
|
4
|
|
||
|
|
|
|
Total
|
$
|
3,662.9
|
|
265.2
|
|
(0.8)
|
|
(192.3)
|
|
3,735.0
|
|
2
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
143.5
|
|
0.1
|
|
(0.3)
|
|
(8.2)
|
|
135.1
|
|
(6)
|
|
-
|
|
||
|
|
EMEA
|
|
73.4
|
|
21.7
|
|
(0.4)
|
|
(6.6)
|
|
88.1
|
|
20
|
|
30
|
|
||
|
|
North America
|
|
30.3
|
|
1.5
|
|
0.2
|
|
(0.1)
|
|
31.9
|
|
5
|
|
5
|
|
||
|
|
Asia Pacific
|
|
15.1
|
|
(6.0)
|
|
-
|
|
(0.3)
|
|
8.8
|
|
(42)
|
|
(40)
|
|
||
|
|
|
Segment operating profit
|
|
262.3
|
|
17.3
|
|
(0.5)
|
|
(15.2)
|
|
263.9
|
|
1
|
|
7
|
|
|
|
|
|
Non-segment
|
|
(59.8)
|
|
(20.7)
|
|
(8.4)
|
|
-
|
|
(88.9)
|
|
49
|
|
35
|
|
|
|
|
|
|
Total
|
$
|
202.5
|
|
(3.4)
|
|
(8.9)
|
|
(15.2)
|
|
175.0
|
|
(14)
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
|
9.8%
|
|
|
|
|
|
|
|
8.6%
|
|
|
|
|
|
||
|
|
EMEA
|
|
6.4%
|
|
|
|
|
|
|
|
7.8%
|
|
|
|
|
|
||
|
|
North America
|
|
3.3%
|
|
|
|
|
|
|
|
3.6%
|
|
|
|
|
|
||
|
|
Asia Pacific
|
|
11.1%
|
|
|
|
|
|
|
|
6.5%
|
|
|
|
|
|
||
|
|
|
|
Segment operating margin
|
|
7.2%
|
|
|
|
|
|
|
|
7.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
Acquisitions /
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Organic
|
|
Dispositions
|
|
Currency
|
|
|
|
% Change
|
|
||
|
(In millions)
|
|
2011
|
|
Change
|
|
(a)
|
|
(b)
|
|
2012
|
|
Total
|
|
Organic
|
|
|||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
1,460.7
|
|
215.4
|
|
1.5
|
|
(98.2)
|
|
1,579.4
|
|
8
|
|
15
|
|
||
|
|
EMEA
|
|
1,143.0
|
|
69.9
|
|
0.3
|
|
(87.3)
|
|
1,125.9
|
|
(1)
|
|
6
|
|
||
|
|
North America
|
|
923.4
|
|
(25.5)
|
|
(2.6)
|
|
(2.0)
|
|
893.3
|
|
(3)
|
|
(3)
|
|
||
|
|
Asia Pacific
|
|
135.8
|
|
5.4
|
|
-
|
|
(4.8)
|
|
136.4
|
|
-
|
|
4
|
|
||
|
|
|
|
Total
|
$
|
3,662.9
|
|
265.2
|
|
(0.8)
|
|
(192.3)
|
|
3,735.0
|
|
2
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
$
|
145.6
|
|
(8.0)
|
|
0.7
|
|
(8.2)
|
|
130.1
|
|
(11)
|
|
(5)
|
|
||
|
|
EMEA
|
|
73.4
|
|
21.7
|
|
-
|
|
(6.6)
|
|
88.5
|
|
21
|
|
30
|
|
||
|
|
North America
|
|
33.5
|
|
7.1
|
|
0.2
|
|
(0.1)
|
|
40.7
|
|
21
|
|
21
|
|
||
|
|
Asia Pacific
|
|
15.1
|
|
(6.0)
|
|
-
|
|
(0.3)
|
|
8.8
|
|
(42)
|
|
(40)
|
|
||
|
|
|
Segment operating profit
|
|
267.6
|
|
14.8
|
|
0.9
|
|
(15.2)
|
|
268.1
|
|
-
|
|
6
|
|
|
|
|
|
Non-segment
|
|
(40.6)
|
|
(1.7)
|
|
-
|
|
-
|
|
(42.3)
|
|
4
|
|
4
|
|
|
|
|
|
|
Total
|
$
|
227.0
|
|
13.1
|
|
0.9
|
|
(15.2)
|
|
225.8
|
|
(1)
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Latin America
|
|
10.0%
|
|
|
|
|
|
|
|
8.2%
|
|
|
|
|
|
||
|
|
EMEA
|
|
6.4%
|
|
|
|
|
|
|
|
7.9%
|
|
|
|
|
|
||
|
|
North America
|
|
3.6%
|
|
|
|
|
|
|
|
4.6%
|
|
|
|
|
|
||
|
|
Asia Pacific
|
|
11.1%
|
|
|
|
|
|
|
|
6.5%
|
|
|
|
|
|
||
|
|
|
|
Segment operating margin
|
|
7.3%
|
|
|
|
|
|
|
|
7.2%
|
|
|
|
|
|
|
Amounts may not add due to rounding.
|
·
|
lower profits in Venezuela caused by pressure from government actions partially offset by a gain on a building sale ($7.2 million)
|
·
|
unfavorable currency impact ($8.2 million)
|
·
|
an organic decrease in Chile
|
·
|
organic growth in Mexico, Brazil and Argentina despite write-offs of Argentinean government receivables ($4.1 million)
|
·
|
higher labor agreement expenses in the prior year period
|
·
|
a 2011 tax on equity in Colombia which did not reoccur in 2012.
|
·
|
lower profits in Venezuela due to pressure from government actions
|
·
|
unfavorable currency impact ($8.2 million)
|
·
|
an organic decrease in Chile
|
·
|
organic growth in Mexico, Brazil and Argentina despite write-offs of Argentinean government receivables ($4.1 million)
|
·
|
higher labor agreement expenses in the prior year period
|
·
|
a 2011 tax on equity in Colombia, which did not reoccur in 2012.
|
·
|
higher volumes in France, the Netherlands, and the United Kingdom
|
·
|
a commercial settlement in the Netherlands.
|
·
|
organic improvement in France, Russia and the Netherlands
|
·
|
improved security performance
|
·
|
a commercial settlement in the Netherlands
|
·
|
organic improvement in France, Russia and the Netherlands
|
·
|
improved security performance
|
·
|
a commercial settlement in the Netherlands
|
|
GAAP
|
|
Years Ended December 31,
|
|
% change
|
|
||||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
$
|
(44.5)
|
|
(44.4)
|
|
(46.6)
|
|
|
-
|
|
(5)
|
|
|
|
Retirement costs (primarily former operations)
|
|
(41.3)
|
|
(47.4)
|
|
(24.8)
|
|
|
(13)
|
|
91
|
|
|
|
Gains on business acquisitions and dispositions
|
|
2.8
|
|
0.8
|
|
9.2
|
|
|
fav
|
|
(91)
|
|
|
|
Royalty income
|
|
1.9
|
|
2.1
|
|
1.7
|
|
|
(10)
|
|
24
|
|
|
|
Gains on sale of property and other assets
|
|
-
|
|
-
|
|
0.7
|
|
|
-
|
|
(100)
|
|
|
|
|
Non-segment income (expense)
|
$
|
(81.1)
|
|
(88.9)
|
|
(59.8)
|
|
|
(9)
|
|
49
|
|
·
|
lower retirement costs ($6.1 million)
|
·
|
the inclusion in 2013 results of $1.7 million in gains from favorable purchase price adjustments primarily related to the January 2013 purchase of Rede Trel in Brazil and a $1.1 million gain related to a favorable purchase price adjustment on the 2010 Mexico acquisition.
|
·
|
increased retirement costs ($22.6 million)
|
·
|
the inclusion in 2011 results of $9.2 million in gains related to the sale of U.S. Document Destruction business ($6.7 million) and an adjustment to the bargain purchase gain in Mexico ($2.1 million)
|
·
|
lower general and administrative costs ($2.2 million), including $4.1 million of 2011 expenses related to the retirement of the former CEO.
|
|
Non-GAAP
|
|
Years Ended December 31,
|
|
% change
|
|
||||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
$
|
(44.5)
|
|
(44.4)
|
|
(42.5)
|
|
|
-
|
|
4
|
|
|
|
Royalty income
|
|
1.9
|
|
2.1
|
|
1.7
|
|
|
(10)
|
|
24
|
|
|
|
Gains on sale of property and other assets
|
|
-
|
|
-
|
|
0.2
|
|
|
-
|
|
(100)
|
|
|
|
|
Non-segment income (expense)
|
$
|
(42.6)
|
|
(42.3)
|
|
(40.6)
|
|
|
1
|
|
4
|
|
|
|
|
Years Ended December 31,
|
|
% change
|
|
||||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share in earnings of equity affiliates
|
$
|
6.7
|
|
6.0
|
|
4.8
|
|
|
12
|
|
25
|
|
|
|
Gains on business acquisitions and dispositions
|
|
2.8
|
|
0.8
|
|
9.2
|
|
|
fav
|
|
(91)
|
|
|
|
Royalty income
|
|
1.9
|
|
2.1
|
|
1.7
|
|
|
(10)
|
|
24
|
|
|
|
Gains on sale of property and other assets
|
|
2.4
|
|
7.6
|
|
1.2
|
|
|
(68)
|
|
fav
|
|
|
|
Impairment losses
|
|
(2.9)
|
|
(2.4)
|
|
(2.4)
|
|
|
21
|
|
-
|
|
|
|
Foreign currency items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction losses
|
|
(20.2)
|
|
(4.2)
|
|
(3.7)
|
|
|
unfav
|
|
14
|
|
|
|
Hedge gains (losses)
|
|
(0.4)
|
|
0.2
|
|
2.2
|
|
|
unfav
|
|
(91)
|
|
|
Other
|
|
0.3
|
|
0.9
|
|
5.0
|
|
|
(67)
|
|
(82)
|
|
|
|
|
Other operating income (expense)
|
$
|
(9.4)
|
|
11.0
|
|
18.0
|
|
|
unfav
|
|
(39)
|
|
·
|
$16.0 million in higher foreign currency exchange losses related primarily to the February 2013 devaluation of the official exchange rate in Venezuela ($13.4 million) and converting Argentinean pesos to U.S. dollars ($2.0 million)
|
·
|
a $7.2 million gain on sale of real estate in Venezuela in 2012
|
·
|
$1.7 million in gains from favorable purchase price adjustments primarily related to a January 2013 purchase of payments business in Brazil
|
·
|
a $1.1 million gain related to favorable purchase price adjustment for the 2010 Mexico acquisition.
|
·
|
a $6.7 million gain on the sale of U.S. Document Destruction business in 2011
|
·
|
a $2.1 million bargain purchase gain adjustment recognized in 2011 related to the 2010 Mexico acquisition
|
·
|
lower gains on hedging transactions ($2.0 million)
|
·
|
a $7.2 million gain on the sale of real estate in Venezuela in 2012.
|
|
|
|
Years Ended December 31,
|
|
|
% change
|
|
||||||
|
(In millions)
|
|
2013
|
2012
|
2011
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
$
|
25.1
|
|
23.1
|
|
23.1
|
|
|
9
|
|
-
|
|
|
|
|
Years Ended December 31,
|
|
|
% change
|
|
|||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
2.7
|
|
4.8
|
|
5.7
|
|
|
(44)
|
|
(16)
|
|
|
|
Gain on available-for-sale securities
|
|
0.4
|
|
2.9
|
|
4.4
|
|
|
(86)
|
|
(34)
|
|
|
|
Foreign currency hedge losses
|
|
(1.0)
|
|
-
|
|
-
|
|
|
unfav
|
|
-
|
|
|
|
Other
|
|
(0.5)
|
|
(0.5)
|
|
(1.2)
|
|
|
-
|
|
(58)
|
|
|
|
|
Interest and other income (expense)
|
$
|
1.6
|
|
7.2
|
|
8.9
|
|
|
(78)
|
|
(19)
|
|
·
|
a $2.5 million decrease in gain on available-for-sale securities as we realized gains in 2012 on security sales to fund pension payments to former executives
|
·
|
a $2.1 million decrease in interest income primarily due to lower amounts of investments in India as interest-earning short-term investments were sold to fund the repurchase of noncontrolling interest shares in our Indian subsidiary
|
·
|
$1.0 million in foreign currency hedge losses in 2013 related to a cross currency swap contract.
|
·
|
a $1.5 million decrease in gain on available-for-sale securities
|
·
|
a $0.9 million decrease in interest income.
|
|
|
|
|||||||||
|
(In percentages)
|
2013
|
|
2012
|
|
2011
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
|
|
Increases (reductions) in taxes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to valuation allowances
|
4.0
|
|
|
1.2
|
|
|
(2.9)
|
|
|
|
|
Foreign income taxes
|
(6.5)
|
|
|
(2.2)
|
|
|
0.3
|
|
|
|
|
Medicare subsidy for retirement plans
|
(1.1)
|
|
|
(14.4)
|
|
|
-
|
|
|
|
|
Nontaxable acquisition (gains) losses
|
-
|
|
|
-
|
|
|
(0.4)
|
|
|
|
|
French business tax
|
3.0
|
|
|
2.7
|
|
|
2.4
|
|
|
|
|
Change in judgment about uncertain tax positions in Mexico
|
-
|
|
|
(4.7)
|
|
|
-
|
|
|
|
|
Other
|
0.7
|
|
|
(0.6)
|
|
|
(0.4)
|
|
|
|
Income tax rate on continuing operations
|
35.1
|
%
|
|
17.0
|
%
|
|
34.0
|
%
|
|
|
(In percentages)
|
2013
|
|
2012
|
|
2011
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
|
|
Increases (reductions) in taxes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to valuation allowances
|
1.5
|
|
|
0.9
|
|
|
(2.6)
|
|
|
|
|
French business tax
|
2.0
|
|
|
2.1
|
|
|
2.1
|
|
|
|
|
Other
|
(5.2)
|
|
|
(1.4)
|
|
|
0.5
|
|
|
|
Income tax rate on Non-GAAP continuing operations
|
33.3
|
%
|
|
36.6
|
%
|
|
35.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
See pages 40–46 for a reconciliation of non-GAAP results to GAAP.
|
·
|
changes in judgment about the need for valuation allowances
|
·
|
changes in the geographical mix of earnings
|
·
|
nontaxable acquisition gains and losses
|
·
|
changes in laws in the U.S., France and Mexico
|
·
|
timing of benefit recognition for uncertain tax positions
|
·
|
state income taxes
|
|
|
|
Years Ended December 31,
|
|
|
% change
|
|
||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests
|
$
|
24.3
|
|
20.8
|
|
24.0
|
|
|
17
|
|
(13)
|
|
|
|
|
Years Ended December 31,
|
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations(a)(b)
|
$
|
(26.0)
|
|
(22.5)
|
|
(21.8)
|
|
|
|
Gain (loss) on sales(a)
|
|
16.3
|
|
(0.3)
|
|
-
|
|
|
|
Settlement loss related to Belgium bankruptcy
|
|
-
|
|
-
|
|
(10.1)
|
|
|
|
Adjustments to contingencies of former operations(c):
|
|
|
|
|
|
|
|
|
|
|
Workers’ compensation
|
|
(1.7)
|
|
(0.2)
|
|
(1.4)
|
|
|
|
Gain from Federal Black Lung Excise Tax refunds
|
|
-
|
|
-
|
|
4.2
|
|
|
|
Other
|
|
1.0
|
|
(0.3)
|
|
(0.6)
|
|
|
Loss from discontinued operations before income taxes
|
|
(10.4)
|
|
(23.3)
|
|
(29.7)
|
|
|
|
Provision (benefit) for income taxes
|
|
4.7
|
|
(1.0)
|
|
(3.9)
|
|
|
|
Loss from discontinued operations, net of tax
|
$
|
(15.1)
|
|
(22.3)
|
|
(25.8)
|
|
(a)
|
Discontinued operations include gains and losses related to businesses that Brink’s recently sold or shut down. These include ICD Limited and its affiliates, Threshold Financial Technologies Inc. in Canada, cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding operations in France, Morocco, and Germany. Interest expense included in discontinued operations was $0.4 million in 2013, and $0.7 million in 2012 and $0.9 million in 2011.
|
(b)
|
The loss from operations in 2013 includes $16.2 million of severance expenses paid to terminate certain employees of the German cash-in-transit operations. We contributed a portion of the cost to fund the severance payments to the business prior to the execution of the sale transaction.
|
(c)
|
Primarily relates to former coal businesses and BAX Global, a former freight forwarding and logistics business.
|
·
|
Poland (sold in March 2013)
|
·
|
Turkey (shut down in June 2013)
|
·
|
Hungary (sold in September 2013)
|
·
|
Germany (sold in December 2013)
|
·
|
Morocco (December 2012)
|
·
|
France (January 2013)
|
·
|
Germany (July 2013)
|
·
|
We sold Threshold Financial Technologies, Inc. in Canada in November 2013. Threshold operated private-label ATM network and payment processing businesses. Brink’s continues to own and operate Brink’s Integrated Managed Services for ATM customers.
|
·
|
We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD designed and installed security systems for commercial customers and had operations in China and other locations in Asia.
|
|
|
|
December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
77.6
|
|
136.9
|
|
153.9
|
|
|
North America
|
|
41.2
|
|
52.1
|
|
50.8
|
|
|
Asia Pacific
|
|
23.6
|
|
22.5
|
|
17.9
|
|
|
Total
|
$
|
142.4
|
|
211.5
|
|
222.6
|
|
|
|
|
|
|
GAAP
|
|
|
|
Non-GAAP
|
||||
(In millions)
|
|
|
Full-Year
|
|
Full-Year 2014
|
|
|
|
Full-Year
|
|
Full-Year 2014
|
||
|
|
|
|
|
2013
|
|
Estimate
|
|
|
|
2013
|
|
Estimate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organic revenue growth
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Latin America
|
|
|
17%
|
|
12% – 14%
|
|
|
|
17%
|
|
12% – 14%
|
|
|
EMEA
|
|
|
2%
|
|
0% – 2%
|
|
|
|
2%
|
|
0% – 2%
|
|
|
North America
|
|
|
1%
|
|
0% – 2%
|
|
|
|
1%
|
|
0% – 2%
|
|
|
Asia Pacific
|
|
|
11%
|
|
5% – 7%
|
|
|
|
11%
|
|
5% – 7%
|
|
|
|
Total
|
|
|
8%
|
|
5% – 8%
|
|
|
|
8%
|
|
5% – 8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency impact on revenue
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Latin America
|
|
|
(9)%
|
|
(6)% – (8)%
|
|
|
|
(9)%
|
|
(6)% – (8)%
|
|
|
EMEA
|
|
|
2%
|
|
(1)% – (3)%
|
|
|
|
2%
|
|
(1)% – (3)%
|
|
|
North America
|
|
|
(1)%
|
|
flat
|
|
|
|
(1)%
|
|
flat
|
|
|
Asia Pacific
|
|
|
(5)%
|
|
(1)% – (3)%
|
|
|
|
(5)%
|
|
(1)% – (3)%
|
|
|
|
Total
|
|
|
(3)%
|
|
(3)% – (5)%
|
|
|
|
(3)%
|
|
(3)% – (5)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment margin
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Latin America(a)
|
|
|
8.7%
|
|
7.5% – 9.5%
|
|
|
|
9.8%
|
|
7.5% – 9.5%
|
|
|
EMEA
|
|
|
6.9%
|
|
6.0% – 8.0%
|
|
|
|
6.9%
|
|
6.0% – 8.0%
|
|
|
North America(b)
|
|
|
0.5%
|
|
1.5% – 2.5%
|
|
|
|
1.8%
|
|
2.5% – 3.5%
|
|
|
Asia Pacific
|
|
|
11.5%
|
|
9.5% – 11.5%
|
|
|
|
12.2%
|
|
9.5% – 11.5%
|
|
|
|
Total
|
|
|
6.4%
|
|
~6.8%
|
|
|
|
7.2%
|
|
~7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-segment expense:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
General and administrative
|
|
$
|
45
|
|
47
|
|
|
$
|
45
|
|
47
|
|
|
Retirement plans(b)
|
|
|
41
|
|
19
|
|
|
|
-
|
|
-
|
|
|
Acquisition gains(c)
|
|
|
(3)
|
|
-
|
|
|
|
-
|
|
-
|
|
|
Royalty income
|
|
|
(2)
|
|
(2)
|
|
|
|
(2)
|
|
(2)
|
|
|
|
Non-segment expense
|
|
$
|
81
|
|
64
|
|
|
$
|
43
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate(a)
|
|
|
35%
|
|
33% – 37%
|
|
|
|
33%
|
|
33% – 37%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
25
|
|
27 – 29
|
|
|
$
|
25
|
|
27 – 29
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income (expense)
|
|
2
|
|
1 – 2
|
|
|
|
2
|
|
1 – 2
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
|
|
|
|
|
|
|
|
|
|
|
|
||
|
noncontrolling interests(a)
|
|
$
|
24
|
|
26 – 30
|
|
|
$
|
29
|
|
26 – 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Capital expenditures
|
|
$
|
178
|
|
185 – 195
|
|
|
$
|
178
|
|
185 – 195
|
|
|
Capital leases(d)
|
|
|
5
|
|
15
|
|
|
|
5
|
|
15
|
|
|
|
Total
|
|
$
|
183
|
|
200 – 210
|
|
|
$
|
183
|
|
200 – 210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
174
|
|
185 – 190
|
|
|
$
|
174
|
|
185– 190
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts may not add due to rounding.
|
(a)
|
Remeasurement losses on net monetary assets in Venezuela ($13 million in 2013) have been excluded from non-GAAP results.
|
(b)
|
Costs related to U.S. retirement plans have been excluded from non-GAAP results including $12 million in 2013 and $5 million in 2014 related to North America, and $41 million in 2013 and $19 million in 2014 related to Non-segment.
|
(c)
|
Acquisition gains and losses are excluded from non-GAAP results.
|
(d)
|
Includes capital leases for newly acquired assets only.
|
·
|
page 21–22 for organic revenue growth
|
·
|
page 21–22 for segment operating margin
|
·
|
page 33 for non-segment expenses
|
·
|
page 35 for interest expense
|
·
|
page 35 for interest income and other income (expense)
|
·
|
page 37 for effective income tax rate
|
·
|
page 37 for net income attributable to noncontrolling interests
|
·
|
page 50 for fixed asset acquired, depreciation and amortization
|
·
|
excluding retirement expenses related to frozen retirement plans and retirement plans from former operations
|
·
|
without certain income and expense items, and
|
·
|
after adjusting tax expense for certain items.
|
|
(In millions, except for per share amounts)
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Net Monetary Asset Remeasurement Losses in Venezuela
(b)
|
|
Employee Benefit Settlement Losses
(c)
|
|
U.S. Retirement Plans
(d)
|
|
Adjust Income Tax Rate
(e)
|
|
Non-GAAP Basis
|
|
|||
|
|
|
|
|
|
|||||||||||||
|
|
|
|
First Quarter 2013
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
412.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
412.9
|
|
|
|
|
EMEA
|
|
277.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
277.8
|
|
|
|
|
North America
|
|
223.2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
223.2
|
|
|
|
|
Asia Pacific
|
|
36.6
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
36.6
|
|
|
|
|
|
Revenues
|
$
|
950.5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
950.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
23.4
|
|
-
|
|
13.4
|
|
0.3
|
|
-
|
|
-
|
|
37.1
|
|
|
|
|
EMEA
|
|
8.6
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8.6
|
|
|
|
|
North America
|
|
(2.0)
|
|
-
|
|
-
|
|
-
|
|
2.9
|
|
-
|
|
0.9
|
|
|
|
|
Asia Pacific
|
|
4.3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4.3
|
|
|
|
|
|
Segment operating profit
|
|
34.3
|
|
-
|
|
13.4
|
|
0.3
|
|
2.9
|
|
-
|
|
50.9
|
|
|
|
Non-segment
|
|
(17.0)
|
|
(1.1)
|
|
-
|
|
-
|
|
10.5
|
|
-
|
|
(7.6)
|
|
|
|
|
|
Operating profit
|
$
|
17.3
|
|
(1.1)
|
|
13.4
|
|
0.3
|
|
13.4
|
|
-
|
|
43.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
2.9
|
|
(1.1)
|
|
8.4
|
|
0.2
|
|
8.2
|
|
0.1
|
|
18.7
|
|
||
|
Diluted EPS – continuing operations
|
|
0.06
|
|
(0.02)
|
|
0.17
|
|
-
|
|
0.17
|
|
-
|
|
0.38
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Net Monetary Asset Remeasurement Losses in Venezuela
(b)
|
|
Employee Benefit Settlement Losses
(c)
|
|
U.S. Retirement Plans
(d)
|
|
Adjust Income Tax Rate
(e)
|
|
Non-GAAP Basis
|
|
|||
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Second Quarter 2013
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
413.6
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
413.6
|
|
|
|
|
EMEA
|
|
293.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
293.4
|
|
|
|
|
North America
|
|
226.3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
226.3
|
|
|
|
|
Asia Pacific
|
|
36.6
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
36.6
|
|
|
|
|
|
Revenues
|
$
|
969.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
969.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
24.4
|
|
-
|
|
-
|
|
0.5
|
|
-
|
|
-
|
|
24.9
|
|
|
|
|
EMEA
|
|
18.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
18.7
|
|
|
|
|
North America
|
|
6.3
|
|
-
|
|
-
|
|
-
|
|
2.9
|
|
-
|
|
9.2
|
|
|
|
|
Asia Pacific
|
|
5.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5.0
|
|
|
|
|
|
Segment operating profit
|
|
54.4
|
|
-
|
|
-
|
|
0.5
|
|
2.9
|
|
-
|
|
57.8
|
|
|
|
Non-segment
|
|
(21.6)
|
|
-
|
|
-
|
|
-
|
|
10.2
|
|
-
|
|
(11.4)
|
|
|
|
|
|
Operating profit
|
$
|
32.8
|
|
-
|
|
-
|
|
0.5
|
|
13.1
|
|
-
|
|
46.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
13.2
|
|
-
|
|
-
|
|
0.4
|
|
7.7
|
|
1.5
|
|
22.8
|
|
||
|
Diluted EPS – continuing operations
|
|
0.27
|
|
-
|
|
-
|
|
0.01
|
|
0.16
|
|
0.03
|
|
0.47
|
|
||
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Third Quarter 2013
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
423.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
423.8
|
|
|
|
|
EMEA
|
|
301.2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
301.2
|
|
|
|
|
North America
|
|
222.5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
222.5
|
|
|
|
|
Asia Pacific
|
|
34.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
34.9
|
|
|
|
|
|
Revenues
|
$
|
982.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
982.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
42.8
|
|
-
|
|
-
|
|
0.8
|
|
-
|
|
-
|
|
43.6
|
|
|
|
|
EMEA
|
|
32.1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
32.1
|
|
|
|
|
North America
|
|
0.2
|
|
-
|
|
-
|
|
-
|
|
2.9
|
|
-
|
|
3.1
|
|
|
|
|
Asia Pacific
|
|
4.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4.8
|
|
|
|
|
|
Segment operating profit
|
|
79.9
|
|
-
|
|
-
|
|
0.8
|
|
2.9
|
|
-
|
|
83.6
|
|
|
|
Non-segment
|
|
(20.7)
|
|
(0.9)
|
|
-
|
|
-
|
|
10.3
|
|
-
|
|
(11.3)
|
|
|
|
|
|
Operating profit
|
$
|
59.2
|
|
(0.9)
|
|
-
|
|
0.8
|
|
13.2
|
|
-
|
|
72.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
29.8
|
|
(0.9)
|
|
-
|
|
0.6
|
|
7.7
|
|
(1.8)
|
|
35.4
|
|
||
|
Diluted EPS – continuing operations
|
|
0.61
|
|
(0.02)
|
|
-
|
|
0.01
|
|
0.16
|
|
(0.04)
|
|
0.72
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Net Monetary Asset Remeasurement Losses in Venezuela
(b)
|
|
Employee Benefit Settlement Losses
(c)
|
|
U.S. Retirement Plans
(d)
|
|
Adjust Income Tax Rate
(e)
|
|
Non-GAAP Basis
|
|
|||
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Fourth Quarter 2013
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
470.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
470.4
|
|
|
|
|
EMEA
|
|
305.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
305.9
|
|
|
|
|
North America
|
|
226.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
226.4
|
|
|
|
|
Asia Pacific
|
|
36.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
36.7
|
|
|
|
|
|
Revenues
|
$
|
1,039.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,039.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
59.3
|
|
2.2
|
|
-
|
|
0.9
|
|
-
|
|
-
|
|
62.4
|
|
|
|
|
EMEA
|
|
22.1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
22.1
|
|
|
|
|
North America
|
|
0.2
|
|
-
|
|
-
|
|
-
|
|
2.9
|
|
-
|
|
3.1
|
|
|
|
|
Asia Pacific
|
|
2.6
|
|
0.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3.5
|
|
|
|
|
|
Segment operating profit
|
|
84.2
|
|
3.1
|
|
-
|
|
0.9
|
|
2.9
|
|
-
|
|
91.1
|
|
|
|
Non-segment
|
|
(21.8)
|
|
(0.8)
|
|
-
|
|
-
|
|
10.3
|
|
-
|
|
(12.3)
|
|
|
|
|
|
Operating profit
|
$
|
62.4
|
|
2.3
|
|
-
|
|
0.9
|
|
13.2
|
|
-
|
|
78.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
26.0
|
|
4.0
|
|
-
|
|
0.6
|
|
8.2
|
|
0.2
|
|
39.0
|
|
||
|
Diluted EPS – continuing operations
|
|
0.53
|
|
0.08
|
|
-
|
|
0.01
|
|
0.17
|
|
-
|
|
0.79
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Year 2013
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
1,720.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,720.7
|
|
|
|
|
EMEA
|
|
1,178.3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,178.3
|
|
|
|
|
North America
|
|
898.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
898.4
|
|
|
|
|
Asia Pacific
|
|
144.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
144.8
|
|
|
|
|
|
Revenues
|
$
|
3,942.2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,942.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
149.9
|
|
2.2
|
|
13.4
|
|
2.5
|
|
-
|
|
-
|
|
168.0
|
|
|
|
|
EMEA
|
|
81.5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
81.5
|
|
|
|
|
North America
|
|
4.7
|
|
-
|
|
-
|
|
-
|
|
11.6
|
|
-
|
|
16.3
|
|
|
|
|
Asia Pacific
|
|
16.7
|
|
0.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
17.6
|
|
|
|
|
|
Segment operating profit
|
|
252.8
|
|
3.1
|
|
13.4
|
|
2.5
|
|
11.6
|
|
-
|
|
283.4
|
|
|
|
Non-segment
|
|
(81.1)
|
|
(2.8)
|
|
-
|
|
-
|
|
41.3
|
|
-
|
|
(42.6)
|
|
|
|
|
|
Operating profit
|
$
|
171.7
|
|
0.3
|
|
13.4
|
|
2.5
|
|
52.9
|
|
-
|
|
240.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
71.9
|
|
2.0
|
|
8.4
|
|
1.8
|
|
31.8
|
|
-
|
|
115.9
|
|
||
|
Diluted EPS – continuing operations
|
|
1.47
|
|
0.04
|
|
0.17
|
|
0.04
|
|
0.65
|
|
-
|
|
2.37
|
|
(a)
|
To eliminate:
|
·
|
a $1.1 million adjustment in the first quarter of 2013 to the amount of gain recognized on a 2010 business acquisition in Mexico as a result of a favorable adjustment to the purchase price received in the first quarter of 2013.
|
·
|
$1.7 million of adjustments in the third and fourth quarters of 2013 primarily related to the January 2013 acquisition of Rede Trel in Brazil.
|
·
|
$3.1 million in adjustments in the fourth quarter of 2013 related to the increase in a loss contingency assumed in the 2010 Mexico acquisition and the impairment of an intangible asset acquired in the 2009 India acquisition.
|
·
|
$2.6 million tax adjustment related to the Belgium disposition.
|
(b)
|
To eliminate currency exchange losses related to a 16% devaluation of the official exchange rate in Venezuela from 5.3 to 6.3 bolivars to the U.S. dollar in February 2013.
|
(c)
|
To eliminate employee benefit settlement losses in Mexico.
|
(d)
|
To eliminate expenses related to U.S. retirement plans.
|
(e)
|
To adjust effective income tax rate in the interim period to be equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate for 2013 is 33.3%.
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Employee Benefit Settlement and Severance Losses
(b)
|
|
U.S. Retirement Plans
(c)
|
|
Tax Benefit on Change in Health Care Funding Strategy
(d)
|
|
Non-GAAP Basis
|
|
|||
|
|
|
|
|
|
|||||||||||
|
|
|
|
Full Year 2012
|
||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
1,579.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,579.4
|
|
|
|
|
EMEA
|
|
1,125.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,125.9
|
|
|
|
|
North America
|
|
893.3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
893.3
|
|
|
|
|
Asia Pacific
|
|
136.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
136.4
|
|
|
|
|
|
Revenues
|
$
|
3,735.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,735.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
135.1
|
|
(8.9)
|
|
3.9
|
|
-
|
|
|
|
130.1
|
|
|
|
|
EMEA
|
|
88.1
|
|
0.4
|
|
-
|
|
-
|
|
|
|
88.5
|
|
|
|
|
North America
|
|
31.9
|
|
-
|
|
-
|
|
8.8
|
|
-
|
|
40.7
|
|
|
|
|
Asia Pacific
|
|
8.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8.8
|
|
|
|
|
|
Segment operating profit
|
|
263.9
|
|
(8.5)
|
|
3.9
|
|
8.8
|
|
-
|
|
268.1
|
|
|
|
Non-segment
|
|
(88.9)
|
|
(0.8)
|
|
-
|
|
47.4
|
|
-
|
|
(42.3)
|
|
|
|
|
|
Operating profit
|
$
|
175.0
|
|
(9.3)
|
|
3.9
|
|
56.2
|
|
-
|
|
225.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
111.2
|
|
(14.0)
|
|
2.8
|
|
33.8
|
|
(21.1)
|
|
112.7
|
|
||
|
Diluted EPS – continuing operations
|
|
2.29
|
|
(0.29)
|
|
0.06
|
|
0.70
|
|
(0.43)
|
|
2.32
|
|
(a)
|
To eliminate:
|
·
|
Gains related to the sale of investments in mutual fund securities ($1.9 million in the first quarter and $0.5 million in the third quarter). Proceeds from the sales were used to fund the settlement of pension obligations related to our former chief executive officer, and former chief administrative officer.
|
·
|
Gains and losses related to business acquisitions and dispositions. A $0.9 million gain was recognized in the second quarter and a $0.1 million loss was recognized in the third quarter. In the fourth quarter of 2012, tax expense included a benefit of $7.5 million related to a reduction in an income tax accrual established as part of the 2010 acquisition of subsidiaries in Mexico, and pretax income included a $2.1 million favorable adjustment to the local profit sharing accrual as a result of the change in tax expectation.
|
·
|
Third-quarter gain on the sale of real estate in Venezuela ($7.2 million).
|
(b)
|
To eliminate employee benefit settlement and acquisition-related severance losses (Mexico and Argentina). Employee termination benefits in Mexico are accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits.
|
(c)
|
To eliminate expenses related to U.S. retirement plans.
|
(d)
|
To eliminate tax benefit related to change in retiree health care funding strategy.
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Employee Benefit Settlement Losses
(b)
|
|
CEO Retirement Costs
(c)
|
|
U.S. Retirement Plans
(d)
|
|
Non-GAAP Basis
|
|
||
|
|
|
|
|
|
|||||||||||
|
|
|
|
Full Year 2011
|
||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
1,460.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,460.7
|
|
|
|
|
EMEA
|
|
1,143.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,143.0
|
|
|
|
|
North America
|
|
923.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
923.4
|
|
|
|
|
Asia Pacific
|
|
135.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
135.8
|
|
|
|
|
|
Revenues
|
$
|
3,662.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,662.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
143.5
|
|
-
|
|
2.1
|
|
-
|
|
-
|
|
145.6
|
|
|
|
|
EMEA
|
|
73.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
73.4
|
|
|
|
|
North America
|
|
30.3
|
|
-
|
|
-
|
|
-
|
|
3.2
|
|
33.5
|
|
|
|
|
Asia Pacific
|
|
15.1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15.1
|
|
|
|
|
|
Segment operating profit
|
|
262.3
|
|
-
|
|
2.1
|
|
-
|
|
3.2
|
|
267.6
|
|
|
|
Non-segment
|
|
(59.8)
|
|
(9.7)
|
|
-
|
|
4.1
|
|
24.8
|
|
(40.6)
|
|
|
|
|
|
Operating profit
|
$
|
202.5
|
|
(9.7)
|
|
2.1
|
|
4.1
|
|
28.0
|
|
227.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
100.3
|
|
(9.6)
|
|
1.5
|
|
2.6
|
|
17.7
|
|
112.5
|
|
||
|
Diluted EPS – continuing operations
|
|
2.09
|
|
(0.20)
|
|
0.03
|
|
0.05
|
|
0.37
|
|
2.34
|
|
(a)
|
To eliminate gains as follows:
|
|
|
|
|
Full Year 2011
|
||||
|
|
(In millions, except for per share amounts)
|
|
Operating
Profit
|
|
EPS
|
||
|
|
|
|
|
|
|
|
|
|
|
Sale of U.S. Document Destruction business
|
$
|
(6.7)
|
|
|
(0.09)
|
|
|
|
Gains on available-for-sale equity and debt securities
|
|
-
|
|
|
(0.05)
|
|
|
|
Acquisition of controlling interests
|
|
(2.5)
|
|
|
(0.05)
|
|
|
|
Sale of former operating assets
|
|
(0.5)
|
|
|
(0.01)
|
|
|
|
|
$
|
(9.7)
|
|
|
(0.20)
|
|
(b)
|
To eliminate employee benefit settlement loss related to Mexico. Portions of Brink’s Mexican subsidiaries’ accrued employee termination benefit were paid in the second and third quarters of 2011. The employee termination benefit is accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits. Accordingly, the severance payments resulted in settlement losses.
|
(c)
|
To eliminate the costs related to the retirement of the former chief executive officer.
|
(d)
|
To eliminate expenses related to U.S. retirement liabilities.
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Royalty
(b)
|
|
Remeasure Venezuelan Net Monetary Assets
(c)
|
|
U.S. Retirement Plans
(d)
|
|
U.S. Healthcare Legislation Tax Charge
(e)
|
|
Non-GAAP Basis
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Year 2010
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
877.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
877.4
|
|
|
|
|
EMEA
|
|
1,022.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,022.9
|
|
|
|
|
North America
|
|
917.8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
917.8
|
|
|
|
|
Asia Pacific
|
|
107.2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
107.2
|
|
|
|
|
|
Revenues
|
$
|
2,925.3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,925.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
118.0
|
|
-
|
|
-
|
|
3.2
|
|
-
|
|
-
|
|
121.2
|
|
|
|
|
EMEA
|
|
68.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
68.0
|
|
|
|
|
North America
|
|
44.1
|
|
-
|
|
-
|
|
-
|
|
(1.0)
|
|
-
|
|
43.1
|
|
|
|
|
Asia Pacific
|
|
14.5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
14.5
|
|
|
|
|
|
Segment operating profit
|
|
244.6
|
|
-
|
|
-
|
|
3.2
|
|
(1.0)
|
|
-
|
|
246.8
|
|
|
|
Non-segment
|
|
(62.6)
|
|
8.6
|
|
(4.9)
|
|
-
|
|
22.7
|
|
-
|
|
(36.2)
|
|
|
|
|
|
Operating profit
|
$
|
182.0
|
|
8.6
|
|
(4.9)
|
|
3.2
|
|
21.7
|
|
-
|
|
210.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
87.1
|
|
5.6
|
|
(3.0)
|
|
2.0
|
|
13.5
|
|
13.7
|
|
118.9
|
|
||
|
Diluted EPS – continuing operations
|
|
1.80
|
|
0.12
|
|
(0.06)
|
|
0.04
|
|
0.28
|
|
0.29
|
|
2.46
|
|
(a)
|
To eliminate
|
·
|
Loss recognized related to acquisition of controlling interest in subsidiary previously accounted for as cost method investment and bargain purchase gain in Mexico.
|
·
|
Exchange of marketable equity securities.
|
(b)
|
To eliminate royalty income from former home security business.
|
(c)
|
To reverse remeasurement gains and losses in Venezuela. For accounting purposes, Venezuela is considered a highly inflationary economy. Under U.S. GAAP, subsidiaries that operate in Venezuela record gains and losses in earnings for the remeasurement of bolivar denominated net monetary assets.
|
(d)
|
To eliminate expenses related to U.S. retirement liabilities.
|
(e)
|
To eliminate $13.7 million of tax expense related to the reversal of a deferred tax asset as a result of U.S. healthcare legislation.
|
|
Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for per share amounts)
|
|
GAAP Basis
|
|
Gains and Losses on Acquisitions and Dispositions
(a)
|
|
Change to Parallel Rate
(b)
|
|
Venezuelan Currency Losses
(c)
|
|
Royalty
(d)
|
|
U.S. Retirement Plans
(e)
|
|
Adjust Income Tax rate
(f)
|
|
Non-GAAP Basis
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Year 2009
|
||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
904.7
|
|
-
|
|
(237.9)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
666.8
|
|
|
|
|
EMEA
|
|
1,085.4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,085.4
|
|
|
|
|
North America
|
|
894.1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
894.1
|
|
|
|
|
Asia Pacific
|
|
75.1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
75.1
|
|
|
|
|
|
Revenues
|
$
|
2,959.3
|
|
-
|
|
(237.9)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,721.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
130.8
|
|
-
|
|
(43.0)
|
|
4.5
|
|
-
|
|
-
|
|
-
|
|
92.3
|
|
|
|
|
EMEA
|
|
43.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
43.0
|
|
|
|
|
North America
|
|
56.6
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2.0)
|
|
-
|
|
54.6
|
|
|
|
|
Asia Pacific
|
|
6.9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6.9
|
|
|
|
|
|
Segment operating profit
|
|
237.3
|
|
-
|
|
(43.0)
|
|
4.5
|
|
-
|
|
(2.0)
|
|
-
|
|
196.8
|
|
|
|
Non-segment
|
|
(46.6)
|
|
(24.5)
|
|
-
|
|
22.5
|
|
(6.8)
|
|
20.7
|
|
-
|
|
(34.7)
|
|
|
|
|
|
Operating profit
|
$
|
190.7
|
|
(24.5)
|
|
(43.0)
|
|
27.0
|
|
(6.8)
|
|
18.7
|
|
-
|
|
162.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Income from continuing operations
|
$
|
220.1
|
|
(20.8)
|
|
(23.2)
|
|
25.2
|
|
(4.3)
|
|
11.7
|
|
(117.6)
|
|
91.1
|
|
||
|
Diluted EPS – continuing operations
|
|
4.63
|
|
(0.43)
|
|
(0.49)
|
|
0.53
|
|
(0.09)
|
|
0.25
|
|
(2.48)
|
|
1.92
|
|
(a)
|
To eliminate gains related to acquisitions of controlling interests in subsidiaries previously accounted for as equity method investments as well as gains on sales of property and assets of former operations.
|
(b)
|
To reduce revenues and segment operating income to reflect the 2009 results of Venezuelan subsidiaries had they been translated using the parallel currency exchange rate in effect at the time. The average parallel exchange rate used for the non-GAAP full-year earnings was 6.00 bolivars to the U.S. dollar, compared to an average rate of 2.21 bolivars to the U.S. dollar that was used for the GAAP financial statements. The official rate of 2.15 bolivars to the U.S. dollar was used for translation of Venezuela for most of 2009 until the parallel rate was adopted during December 2009. The use of the weaker rate to translate 2009’s non-GAAP revenues and earnings of the Venezuelan subsidiaries decreased each measure by 63%.
|
(c)
|
To eliminate currency losses incurred in Venezuela related to increases in cash held in U.S. dollars by Venezuelan subsidiaries. These losses would not have been incurred had the operations been translated at the parallel rate.
|
(d)
|
To eliminate royalty income from former home security business.
|
(e)
|
To eliminate expenses related to U.S. retirement plans.
|
(f)
|
The full-year 2009 non-GAAP tax expense excludes $118 million of income tax benefits related to the reduction in the amount of valuation allowance needed for U.S. deferred tax assets as a result of improved investments in retirement plans and improved credit markets as well as the tax effect of the other pretax non-GAAP adjustments. The full-year non-GAAP effective income tax rate for 2009 was 32.2%.
|
·
|
invest in the infrastructure of our business (new facilities, cash sorting and other equipment for our Cash Management Services operations, armored trucks, CompuSafe® units, and customer-facing and back-office information technology) ($539 million),
|
·
|
acquire businesses and noncontrolling interests in subsidiaries ($79 million), and
|
·
|
pay dividends ($57 million).
|
·
|
We expect our capital expenditures in 2014 to approximate the amounts spent in 2013 as we continue to reduce maintenance capital spending through efficiency projects and reallocate more of our spending to growth and productivity initiatives.
|
·
|
We are required to contribute $26 million to our primary U.S. pension plan in 2014. Based on current assumptions, we expect to make contributions to the plan totalling $110 million during 2014-2018.
|
·
|
We continue to consider acquisition opportunities in the secure transportation and Cash Management Services industry and in adjacent security markets. We may use our cash from operations and borrowings to fund these acquisitions.
|
|
|
|
|
|
Years Ended December 31,
|
|
$ change
|
||||||
|
(In millions)
|
|
2013
|
2012
|
2011
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Non-GAAP basis
|
$
|
205.9
|
239.7
|
262.1
|
|
$
|
(33.8)
|
|
(22.4)
|
|
|
|
|
Increase (decrease) in certain customer obligations(a)
|
|
(9.8)
|
15.7
|
(11.7)
|
|
|
(25.5)
|
|
27.4
|
|
|
|
|
Discontinued operations(b)
|
|
5.4
|
(4.9)
|
(3.4)
|
|
|
10.3
|
|
(1.5)
|
|
|
|
|
|
GAAP basis
|
$
|
201.5
|
250.5
|
247.0
|
|
$
|
(49.0)
|
|
3.5
|
|
(a)
|
To eliminate the change in the balance of customer obligations related to cash received and processed in certain of our secure Cash Management Services operations. The title to this cash transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources.
|
(b)
|
To eliminate cash flows related to our discontinued operations.
|
|
|
|
|
|
Years Ended December 31,
|
|
|
$ change
|
|
||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Capital expenditures
|
$
|
(177.7)
|
|
(177.9)
|
|
(183.7)
|
|
$
|
0.2
|
|
5.8
|
|
|
|
|
Acquisitions
|
|
(18.1)
|
|
(17.2)
|
|
(3.0)
|
|
|
(0.9)
|
|
(14.2)
|
|
|
|
|
Proceeds from the sale of available-for-sale securities and other investments
|
|
9.9
|
|
15.4
|
|
12.9
|
|
|
(5.5)
|
|
2.5
|
|
|
|
|
Proceeds from the sale of property and equipment
|
|
5.9
|
|
12.5
|
|
13.9
|
|
|
(6.6)
|
|
(1.4)
|
|
|
|
|
Redemption of cash-surrender value of life insurance policies
|
|
-
|
|
6.2
|
|
-
|
|
|
(6.2)
|
|
6.2
|
|
|
|
|
Other
|
|
(0.5)
|
|
4.9
|
|
0.1
|
|
|
(5.4)
|
|
4.8
|
|
|
|
|
Discontinued operations
|
|
57.5
|
|
(11.2)
|
|
(12.0)
|
|
|
68.7
|
|
0.8
|
|
|
|
|
|
Investing activities
|
$
|
(123.0)
|
|
(167.3)
|
|
(171.8)
|
|
$
|
44.3
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outlook
|
|
Years Ended December 31,
|
|
|
$ change
|
|
||||||
|
(In millions)
|
|
2014
|
|
2013
|
2012
|
2011
|
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment Acquired during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
(a)
|
|
88.7
|
|
83.8
|
|
85.0
|
|
$
|
4.9
|
|
(1.2)
|
|
|
|
|
EMEA
|
|
(a)
|
|
33.9
|
|
40.1
|
|
47.3
|
|
|
(6.2)
|
|
(7.2)
|
|
|
|
|
North America
|
|
(a)
|
|
52.1
|
|
48.2
|
|
44.2
|
|
|
3.9
|
|
4.0
|
|
|
|
|
Asia Pacific
|
|
(a)
|
|
3.0
|
|
5.8
|
|
7.2
|
|
|
(2.8)
|
|
(1.4)
|
|
|
|
|
|
Capital expenditures
|
$
|
185 - 195
|
|
177.7
|
|
177.9
|
|
183.7
|
|
$
|
(0.2)
|
|
(5.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital leases(b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
(a)
|
|
0.9
|
|
2.7
|
|
7.4
|
|
$
|
(1.8)
|
|
(4.7)
|
|
|
|
|
EMEA
|
|
(a)
|
|
-
|
|
-
|
|
0.1
|
|
|
-
|
|
(0.1)
|
|
|
|
|
North America
|
|
(a)
|
|
4.6
|
|
15.4
|
|
35.4
|
|
|
(10.8)
|
|
(20.0)
|
|
|
|
|
Asia Pacific
|
|
(a)
|
|
-
|
|
-
|
|
0.1
|
|
|
-
|
|
(0.1)
|
|
|
|
|
|
Capital leases
|
$
|
15
|
|
5.5
|
|
18.1
|
|
43.0
|
|
$
|
(12.6)
|
|
(24.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
(a)
|
|
89.6
|
|
86.5
|
|
92.4
|
|
$
|
3.1
|
|
(5.9)
|
|
|
|
|
EMEA
|
|
(a)
|
|
33.9
|
|
40.1
|
|
47.4
|
|
|
(6.2)
|
|
(7.3)
|
|
|
|
|
North America
|
|
(a)
|
|
56.7
|
|
63.6
|
|
79.6
|
|
|
(6.9)
|
|
(16.0)
|
|
|
|
|
Asia Pacific
|
|
(a)
|
|
3.0
|
|
5.8
|
|
7.3
|
|
|
(2.8)
|
|
(1.5)
|
|
|
|
|
|
Total
|
$
|
200 - 210
|
|
183.2
|
|
196.0
|
|
226.7
|
|
$
|
(12.8)
|
|
(30.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
(a)
|
|
60.8
|
|
50.7
|
|
45.3
|
|
$
|
10.1
|
|
5.4
|
|
|
|
|
EMEA
|
|
(a)
|
|
48.8
|
|
43.7
|
|
47.0
|
|
|
5.1
|
|
(3.3)
|
|
|
|
|
North America
|
|
(a)
|
|
58.2
|
|
55.4
|
|
50.8
|
|
|
2.8
|
|
4.6
|
|
|
|
|
Asia Pacific
|
|
(a)
|
|
5.8
|
|
5.9
|
|
5.0
|
|
|
(0.1)
|
|
0.9
|
|
|
|
|
|
Depreciation and amortization
|
$
|
185 – 190
|
|
173.6
|
|
155.7
|
|
148.1
|
|
$
|
17.9
|
|
7.6
|
|
(a)
|
Not provided.
|
(b)
|
Represents the amount of property and equipment acquired using capital leases. Because the assets are acquired without using cash, the acquisitions are not reflected in the consolidated cash flow statement. Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years. Sale leaseback transactions are excluded from “Capital leases” in this table.
|
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided (used) by financing activities
|
|
|
|
|
|
|
|
||
|
Borrowings and repayments:
|
|
|
|
|
|
|
|
||
|
|
Short-term debt
|
$
|
60.5
|
|
3.3
|
|
(7.2)
|
|
|
|
|
Long-term revolving credit facilities
|
|
13.8
|
|
(4.5)
|
|
(107.0)
|
|
|
|
|
Issuance of private placement notes
|
|
-
|
|
-
|
|
100.0
|
|
|
|
|
Other long-term debt
|
|
(23.5)
|
|
(20.0)
|
|
(29.3)
|
|
|
|
|
|
Borrowings (repayments)
|
|
50.8
|
|
(21.2)
|
|
(43.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt financing costs
|
|
(0.1)
|
|
(1.5)
|
|
(0.6)
|
|
||
|
Cash proceeds from sale-leaseback transactions
|
|
-
|
|
-
|
|
17.6
|
|
||
|
Dividends attributable to:
|
|
|
|
|
|
|
|
||
|
|
Shareholders of Brink’s
|
|
(19.2)
|
|
(19.0)
|
|
(18.7)
|
|
|
|
|
Noncontrolling interests in subsidiaries
|
|
(6.0)
|
|
(13.0)
|
|
(16.1)
|
|
|
|
Acquisition of noncontrolling interests in subsidiaries
|
|
(18.5)
|
|
(9.4)
|
|
-
|
|
||
|
Payment of acquisition-related obligation
|
|
(12.8)
|
|
-
|
|
-
|
|
||
|
Other
|
|
2.3
|
|
(3.7)
|
|
4.3
|
|
||
|
Discontinued operations
|
|
(2.5)
|
|
(0.2)
|
|
(10.2)
|
|
||
|
Cash flows from financing activities
|
$
|
(6.0)
|
|
(68.0)
|
|
(67.2)
|
|
|
|
|
|
|
Amount available
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
under credit facilities
|
|
|
Outstanding balance
|
|
|
|
|
||||
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
||||
|
(In millions)
|
|
2013
|
|
|
2013
|
|
2012
|
|
|
|
$ change(a)
|
|
|||
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Revolving Facility
|
$
|
359.4
|
|
|
$
|
120.6
|
|
107.2
|
|
|
$
|
13.4
|
|
|
|
|
Private Placement Notes
|
|
-
|
|
|
|
100.0
|
|
100.0
|
|
|
|
-
|
|
|
|
|
Capital leases
|
|
-
|
|
|
|
76.4
|
|
91.3
|
|
|
|
(14.9)
|
|
|
|
|
Dominion Terminal Associates bonds
|
|
-
|
|
|
|
43.2
|
|
43.2
|
|
|
|
-
|
|
|
|
|
Multi-currency revolving facilities
|
|
46.1
|
|
|
|
6.2
|
|
10.2
|
|
|
|
(4.0)
|
|
|
|
|
2012 Credit Facility
|
|
13.5
|
|
|
|
11.0
|
|
3.8
|
|
|
|
7.2
|
|
|
|
|
Letter of Credit Facilities
|
|
70.0
|
|
|
|
-
|
|
-
|
|
|
|
-
|
|
|
|
|
Other
|
|
-
|
|
|
|
78.6
|
|
33.6
|
|
|
|
45.0
|
|
|
|
|
|
Debt
|
$
|
489.0
|
|
|
$
|
436.0
|
|
389.3
|
|
|
$
|
46.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
$
|
779.5
|
|
576.8
|
|
|
$
|
202.7
|
|
(a)
|
In addition to cash borrowings and repayments, the change in the debt balance also includes changes in currency exchange rates.
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
$ change
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|||
|
|
Short-term debt
|
$
|
80.9
|
|
26.7
|
|
|
$
|
54.2
|
|
||
|
|
Long-term debt
|
|
355.1
|
|
362.6
|
|
|
|
(7.5)
|
|
||
|
|
|
Total Debt
|
|
436.0
|
|
389.3
|
|
|
|
46.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Less:
|
|
|
|
|
|
|
|
|
|
|||
|
|
Cash and cash equivalents
|
|
255.5
|
|
201.7
|
|
|
|
53.8
|
|
||
|
|
Amounts held by Cash Management Services operations(a)
|
|
(31.3)
|
|
(44.0)
|
|
|
|
12.7
|
|
||
|
|
|
Cash and cash equivalents available for general corporate purposes
|
|
224.2
|
|
157.7
|
|
|
|
66.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Debt
|
$
|
211.8
|
|
231.6
|
|
|
$
|
(19.8)
|
|
(a)
|
Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources and in our computation of Net Debt.
|
|
|
|
|
|
|
|
Estimated Payments Due by Period
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later
|
|
|
|
|
(In millions)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Years
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Long-term debt obligations
|
$
|
4.1
|
|
13.7
|
|
9.1
|
|
129.7
|
|
7.1
|
|
115.0
|
|
278.7
|
|
|||
|
|
Capital lease obligations
|
|
20.5
|
|
20.7
|
|
13.7
|
|
10.4
|
|
6.4
|
|
4.7
|
|
76.4
|
|
|||
|
|
Operating lease obligations
|
|
81.5
|
|
65.3
|
|
48.7
|
|
22.0
|
|
15.9
|
|
43.0
|
|
276.4
|
|
|||
|
|
Purchase obligations
|
|
14.4
|
|
2.3
|
|
1.4
|
|
1.3
|
|
1.3
|
|
-
|
|
20.7
|
|
|||
|
|
Other long-term liabilities reflected on the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Company’s balance sheet under GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
Primary U.S. pension plan
|
|
25.9
|
|
28.9
|
|
31.6
|
|
18.7
|
|
4.4
|
|
-
|
|
109.5
|
|
|
|
|
|
|
Other retirement obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA plans
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
238.5
|
|
238.5
|
|
|
|
|
|
|
Black lung and other plans
|
|
5.7
|
|
5.3
|
|
5.1
|
|
4.8
|
|
4.5
|
|
52.9
|
|
78.3
|
|
|
|
|
|
Workers compensation and other claims
|
|
24.3
|
|
8.9
|
|
5.6
|
|
3.5
|
|
3.7
|
|
20.4
|
|
66.4
|
|
|
|
|
|
|
Uncertain tax positions
|
|
1.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1.7
|
|
|
|
|
|
|
Other
|
|
0.8
|
|
0.8
|
|
0.8
|
|
0.8
|
|
0.8
|
|
10.4
|
|
14.4
|
|
|
|
Total
|
$
|
178.9
|
|
145.9
|
|
116.0
|
|
191.2
|
|
44.1
|
|
484.9
|
|
1,161.0
|
|
·
|
Changing discount rates and other assumptions in effect at measurement dates (normally December 31)
|
·
|
Investment returns of plan assets
|
·
|
Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)
|
·
|
Mortality rates
|
·
|
Change in laws
|
|
Funded Status of U.S. Retirement Plans
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
Projected
|
|||||||||
|
(In millions)
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning funded status
|
$
|
(275.0)
|
|
(123.1)
|
|
(77.8)
|
|
(25.8)
|
|
33.1
|
|
83.1
|
|
|
|
Net periodic pension credit(a)
|
|
14.7
|
|
16.1
|
|
20.5
|
|
25.0
|
|
30.2
|
|
33.7
|
|
|
|
Payment from Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
|
13.0
|
|
25.9
|
|
28.9
|
|
31.6
|
|
18.7
|
|
4.4
|
|
|
|
Other U.S. pension plan
|
|
1.1
|
|
0.8
|
|
0.8
|
|
0.8
|
|
0.8
|
|
0.8
|
|
|
Benefit plan experience gain
|
|
123.1
|
|
2.5
|
|
1.8
|
|
1.5
|
|
0.3
|
|
-
|
|
|
|
Ending funded status
|
$
|
(123.1)
|
|
(77.8)
|
|
(25.8)
|
|
33.1
|
|
83.1
|
|
122.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning funded status
|
$
|
(256.6)
|
|
(142.1)
|
|
(139.3)
|
|
(136.6)
|
|
(134.2)
|
|
(132.1)
|
|
|
|
Net periodic postretirement credit(a)
|
|
1.1
|
|
2.8
|
|
2.7
|
|
2.4
|
|
2.1
|
|
1.8
|
|
|
|
Prior service credit
|
|
55.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Benefit plan experience gain
|
|
56.7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Other
|
|
1.0
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Ending funded status
|
$
|
(142.1)
|
|
(139.3)
|
|
(136.6)
|
|
(134.2)
|
|
(132.1)
|
|
(130.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Black lung and other plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning funded status
|
$
|
(48.8)
|
|
(44.3)
|
|
(41.3)
|
|
(38.5)
|
|
(35.8)
|
|
(33.3)
|
|
|
|
Net periodic postretirement cost(a)
|
|
(1.7)
|
|
(1.9)
|
|
(1.7)
|
|
(1.6)
|
|
(1.5)
|
|
(1.4)
|
|
|
|
Payment from Brink’s
|
|
6.9
|
|
4.9
|
|
4.5
|
|
4.3
|
|
4.0
|
|
3.7
|
|
|
|
Other
|
|
(0.7)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Ending funded status
|
$
|
(44.3)
|
|
(41.3)
|
|
(38.5)
|
|
(35.8)
|
|
(33.3)
|
|
(31.0)
|
|
|
|
|
|
|
(a)
|
Excludes amounts reclassified from accumulated other comprehensive income (loss).
|
Actual
|
Projected
|
||||||||||||||
(In millions)
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||
U.S. pension plans
|
$
|
30.5
|
12.8
|
4.0
|
(3.8)
|
(12.9)
|
(19.4)
|
||||||||
UMWA plans
|
18.5
|
7.2
|
6.8
|
6.4
|
6.0
|
5.8
|
|||||||||
Black lung and other plans
|
3.9
|
4.0
|
3.8
|
3.7
|
3.6
|
2.9
|
|||||||||
Total
|
$
|
52.9
|
24.0
|
14.6
|
6.3
|
(3.3)
|
(10.7)
|
||||||||
Amounts allocated to:
|
|||||||||||||||
North American segment
|
11.6
|
4.6
|
1.2
|
(1.8)
|
(5.3)
|
(7.8)
|
|||||||||
Non-segment
|
41.3
|
19.4
|
13.4
|
8.1
|
2.0
|
(2.9)
|
|||||||||
Total
|
$
|
52.9
|
24.0
|
14.6
|
6.3
|
(3.3)
|
(10.7)
|
|
|
|
|
Actual
|
|
Projected
|
|||||||||
|
(In millions)
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments from U.S. Plans to participants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. pension plans
|
$
|
44.1
|
|
47.7
|
|
48.9
|
|
50.0
|
|
51.5
|
|
53.1
|
|
|
|
UMWA plans
|
|
31.1
|
|
31.5
|
|
31.9
|
|
31.5
|
|
31.3
|
|
32.9
|
|
|
|
Black lung and other plans
|
|
6.9
|
|
4.9
|
|
4.5
|
|
4.3
|
|
4.0
|
|
3.7
|
|
|
|
|
Total
|
$
|
82.1
|
|
84.1
|
|
85.3
|
|
85.8
|
|
86.8
|
|
89.7
|
|
|
|
|
Projected Payments to Plans from Brink's
|
|
Projected Funded Status
|
|||||||||||||||||
|
(In millions)
|
|
Primary U.S. Pension Plan
|
|
Other U.S. Pension Plan
|
|
UMWA Plans
|
|
Black Lung and Other Plans
|
|
Total
|
|
Primary U.S. Pension Plan
|
|
UMWA Plans
|
|
Black Lung and Other Plans
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
2014
|
|
25.9
|
|
0.8
|
|
-
|
|
4.9
|
|
31.6
|
|
(67.6)
|
|
(139.3)
|
|
(51.5)
|
|
(258.4)
|
|
|
|
|
2015
|
|
28.9
|
|
0.8
|
|
-
|
|
4.5
|
|
34.2
|
|
(16.0)
|
|
(136.6)
|
|
(48.3)
|
|
(200.9)
|
|
|
|
|
2016
|
|
31.6
|
|
0.8
|
|
-
|
|
4.3
|
|
36.7
|
|
42.6
|
|
(134.2)
|
|
(45.3)
|
|
(136.9)
|
|
|
|
|
2017
|
|
18.7
|
|
0.8
|
|
-
|
|
4.0
|
|
23.5
|
|
92.2
|
|
(132.1)
|
|
(42.4)
|
|
(82.3)
|
|
|
|
|
2018
|
|
4.4
|
|
0.8
|
|
-
|
|
3.7
|
|
8.9
|
|
130.7
|
|
(130.3)
|
|
(39.7)
|
|
(39.3)
|
|
|
|
|
2019
|
|
-
|
|
1.4
|
|
-
|
|
3.5
|
|
4.9
|
|
(a)
|
|
(128.9)
|
|
(36.4)
|
|
(a)
|
|
|
|
|
2020
|
|
-
|
|
0.8
|
|
-
|
|
3.2
|
|
4.0
|
|
(a)
|
|
(128.0)
|
|
(33.8)
|
|
(a)
|
|
|
|
|
2021
|
|
-
|
|
0.6
|
|
-
|
|
3.0
|
|
3.6
|
|
(a)
|
|
(127.4)
|
|
(31.4)
|
|
(a)
|
|
|
|
|
2022
|
|
-
|
|
0.6
|
|
-
|
|
2.8
|
|
3.4
|
|
(a)
|
|
(127.4)
|
|
(29.2)
|
|
(a)
|
|
|
|
|
2023
|
|
-
|
|
0.6
|
|
-
|
|
2.6
|
|
3.2
|
|
(a)
|
|
(127.9)
|
|
(27.1)
|
|
(a)
|
|
|
|
|
2024
|
|
-
|
|
0.6
|
|
-
|
|
2.5
|
|
3.1
|
|
(a)
|
|
(128.9)
|
|
(25.2)
|
|
(a)
|
|
|
|
|
2025
|
|
-
|
|
0.5
|
|
-
|
|
2.3
|
|
2.8
|
|
(a)
|
|
(130.4)
|
|
(23.5)
|
|
(a)
|
|
|
|
|
2026
|
|
-
|
|
0.5
|
|
-
|
|
2.1
|
|
2.6
|
|
(a)
|
|
(132.5)
|
|
(21.9)
|
|
(a)
|
|
|
|
|
2027
|
|
-
|
|
0.5
|
|
-
|
|
2.0
|
|
2.5
|
|
(a)
|
|
(135.1)
|
|
(20.3)
|
|
(a)
|
|
|
|
|
2028
|
|
-
|
|
0.4
|
|
-
|
|
1.8
|
|
2.2
|
|
(a)
|
|
(138.5)
|
|
(18.9)
|
|
(a)
|
|
|
|
|
2029
|
|
-
|
|
0.4
|
|
-
|
|
1.7
|
|
2.1
|
|
(a)
|
|
(142.5)
|
|
(17.6)
|
|
(a)
|
|
|
|
|
2030
|
|
-
|
|
0.4
|
|
-
|
|
1.4
|
|
1.8
|
|
(a)
|
|
(147.3)
|
|
(16.4)
|
|
(a)
|
|
|
|
|
2031
|
|
-
|
|
0.3
|
|
-
|
|
1.3
|
|
1.6
|
|
(a)
|
|
(132.9)
|
|
(15.4)
|
|
(a)
|
|
|
|
|
2032
|
|
-
|
|
0.3
|
|
-
|
|
1.2
|
|
1.5
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2033
|
|
-
|
|
0.3
|
|
6.0
|
|
1.2
|
|
7.5
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2034
|
|
-
|
|
0.3
|
|
18.2
|
|
1.0
|
|
19.5
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2035
|
|
-
|
|
0.3
|
|
17.5
|
|
1.0
|
|
18.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2036
|
|
-
|
|
0.2
|
|
16.7
|
|
0.9
|
|
17.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2037
|
|
-
|
|
0.2
|
|
15.9
|
|
0.7
|
|
16.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2038
|
|
-
|
|
0.2
|
|
15.2
|
|
0.7
|
|
16.1
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2039
|
|
-
|
|
0.2
|
|
14.4
|
|
0.6
|
|
15.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2040
|
|
-
|
|
0.2
|
|
13.6
|
|
0.5
|
|
14.3
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2041
|
|
-
|
|
0.2
|
|
12.7
|
|
0.5
|
|
13.4
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2042
|
|
-
|
|
0.1
|
|
11.7
|
|
0.4
|
|
12.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2043
|
|
-
|
|
0.1
|
|
10.9
|
|
0.4
|
|
11.4
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2044
|
|
-
|
|
0.1
|
|
9.8
|
|
0.3
|
|
10.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2045
|
|
-
|
|
0.1
|
|
8.9
|
|
0.3
|
|
9.3
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2046
|
|
-
|
|
0.1
|
|
8.1
|
|
0.3
|
|
8.5
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2047
|
|
-
|
|
0.1
|
|
7.3
|
|
0.2
|
|
7.6
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2048
|
|
-
|
|
0.1
|
|
6.6
|
|
0.2
|
|
6.9
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2049
|
|
-
|
|
0.1
|
|
5.9
|
|
0.2
|
|
6.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2050
|
|
-
|
|
0.1
|
|
5.2
|
|
0.2
|
|
5.5
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2051
|
|
-
|
|
0.1
|
|
4.6
|
|
0.1
|
|
4.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2052
|
|
-
|
|
-
|
|
4.0
|
|
0.1
|
|
4.1
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2053
|
|
-
|
|
-
|
|
3.5
|
|
0.1
|
|
3.6
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2054
|
|
-
|
|
-
|
|
3.1
|
|
0.1
|
|
3.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2055
|
|
-
|
|
-
|
|
2.7
|
|
0.1
|
|
2.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2056
|
|
-
|
|
-
|
|
2.3
|
|
0.1
|
|
2.4
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2057
|
|
-
|
|
-
|
|
2.0
|
|
0.1
|
|
2.1
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2058
|
|
-
|
|
-
|
|
1.7
|
|
0.1
|
|
1.8
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2059
|
|
-
|
|
-
|
|
1.5
|
|
0.1
|
|
1.6
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2060
|
|
-
|
|
-
|
|
1.3
|
|
-
|
|
1.3
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
2061 and thereafter
|
|
-
|
|
-
|
|
7.2
|
|
-
|
|
7.2
|
|
(a)
|
|
(a)
|
|
(a)
|
|
(a)
|
|
|
|
|
|
Total projected payments
|
$
|
109.5
|
|
15.0
|
|
238.5
|
|
63.3
|
|
426.3
|
|
|
|
|
|
|
|
|
|
(a)
|
Information not provided.
|
Discounted Cash Flows at Plan Discount Rates – Reconciled to Liability Amounts Reported under U.S. GAAP
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|||||||||||
|
(In millions)
|
|
Primary U.S. Pension Plan(b)
|
|
UMWA Plans(c)
|
|
Other Unfunded U.S. Plans
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status of U.S. retirement plans – GAAP
|
$
|
112.5
|
|
|
142.1
|
|
|
54.9
|
|
|
309.5
|
|
|
|
Present value of projected earnings of plan assets(a)
|
|
(16.0)
|
|
|
(77.0)
|
|
|
-
|
|
|
(93.0)
|
|
|
|
|
Discounted cash flows at plan discount rates – Non-GAAP
|
$
|
96.5
|
|
|
65.1
|
|
|
54.9
|
|
|
216.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan discount rate
|
|
5.00%
|
|
|
4.70%
|
|
|
|
|
|
|
|
|
|
Expected return of assets
|
|
8.00%
|
|
|
8.25%
|
|
|
|
|
|
|
|
(a)
|
Under GAAP, the funded status of a benefit plan is reduced by the fair market value of plan assets at the balance sheet date, and the present value of the projected earnings on plan assets does not reduce the funded status at the balance sheet date. The non-GAAP measure presented above additionally reduces the funded status as computed under GAAP by the present value of projected earnings of plan assets using the expected return on asset assumptions of the respective plan.
|
(b)
|
For the primary U.S. pension plan, we are required by ERISA regulations to maintain minimum funding levels, and as a result, we estimate we will be required to make minimum required contributions from 2014 to 2018. We have estimated that we will achieve the required funded ratio after the 2018 contribution.
|
(c)
|
There are no minimum funding requirements for the UMWA plans because they are not covered by ERISA funding regulations. Using assumptions at the end of 2013, we project that the plan assets plus expected earnings on those investments will cover the benefit payments for these plans until 2033. We project that Brink’s will be required to contribute cash to the plan beginning in 2033 to pay beneficiaries.
|
|
|
|
|
December 31,
|
|||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
$
|
16.7
|
|
8.2
|
|
|
|
Non-U.S.
|
|
15.7
|
|
39.2
|
|
|
|
|
Total
|
$
|
32.4
|
|
47.4
|
|
·
|
projected revenues and operating income for our U.S. entities,
|
·
|
projected royalties and management fees paid to U.S. entities from subsidiaries outside the U.S.,
|
·
|
estimated required contributions to our U.S. retirement plans, and
|
·
|
interest rates on projected U.S. borrowings.
|
|
|
|
Primary U.S. Plan
|
|
|
UMWA Plans
|
|
|
Black Lung
|
|
||||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement cost
|
4.2%
|
|
4.6%
|
|
5.3%
|
|
|
3.9%
|
|
4.4%
|
|
5.3%
|
|
|
3.5%
|
|
4.2%
|
|
4.8%
|
|
|
|
Benefit obligation at year end
|
5.0%
|
|
4.2%
|
|
4.6%
|
|
|
4.7%
|
|
3.9%
|
|
4.4%
|
|
|
4.4%
|
|
3.5%
|
|
4.2%
|
|
|
|
|
Hypothetical
|
|
|
|
|
Hypothetical
|
|
||
|
(In millions)
|
|
1% lower
|
|
Actual
|
|
1% higher
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
$
|
1,052.8
|
|
924.3
|
|
819.8
|
|
|||
|
UMWA plans
|
|
473.3
|
|
426.5
|
|
387.3
|
|
|
|
|
|
Hypothetical sensitivity analysis
|
|
|
Hypothetical sensitivity analysis
|
||||||||
|
(In millions, except for percentages)
|
|
|
for discount rate assumption
|
|
|
for discount rate assumption
|
||||||||
|
|
|
Actual
|
|
1% lower
|
|
1% higher
|
|
|
Projected
|
|
1% lower
|
|
1% higher
|
|
|
Years Ending December 31,
|
|
2013
|
|
2013
|
|
2013
|
|
|
2014
|
|
2014
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate assumption
|
|
4.2%
|
|
3.2%
|
|
5.2%
|
|
|
5.0%
|
|
4.0%
|
|
6.0%
|
|
|
Retirement cost
|
$
|
29.7
|
|
38.6
|
|
21.9
|
|
$
|
12.0
|
|
20.9
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate assumption
|
|
3.9%
|
|
2.9%
|
|
4.9%
|
|
|
4.7%
|
|
3.7%
|
|
5.7%
|
|
|
Retirement cost
|
$
|
18.5
|
|
20.0
|
|
17.1
|
|
$
|
7.2
|
|
8.3
|
|
6.2
|
|
|
|
|
|
|
Hypothetical sensitivity analysis
|
|
|
Hypothetical sensitivity analysis
|
|||||||
|
|
|
|
|
for expected-return-on asset
|
|
|
for expected-return-on asset
|
|||||||
|
(In millions, except for percentages)
|
|
|
|
assumption
|
|
|
|
assumption
|
||||||
|
|
|
Actual
|
|
1% lower
|
|
1% higher
|
|
|
Projected
|
|
1% lower
|
|
1% higher
|
|
|
Years Ending December 31,
|
|
2013
|
|
2013
|
|
2013
|
|
|
2014
|
|
2014
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected-return-on-asset assumption
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
|
8.00%
|
|
7.00%
|
|
9.00%
|
|
|
8.00%
|
|
7.00%
|
|
9.00%
|
|
|
UMWA plans
|
|
8.25%
|
|
7.25%
|
|
9.25%
|
|
|
8.25%
|
|
7.25%
|
|
9.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
$
|
29.7
|
|
36.8
|
|
22.6
|
|
$
|
12.0
|
|
19.7
|
|
4.3
|
|
|
UMWA plans
|
|
18.5
|
|
21.0
|
|
16.0
|
|
|
7.2
|
|
9.9
|
|
4.5
|
|
|
|
|
|
|
Hypothetical sensitivity analysis of 2014 asset return
|
||||
|
(In millions, except for percentages)
|
|
|
|
better or worse than expected
|
||||
|
|
|
|
|
|
Better
|
|
Worse
|
|
|
Years Ending December 31,
|
|
Projected
|
|
|
return
|
|
return
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on investments in 2014
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
|
8.00%
|
|
|
16.00%
|
|
-%
|
|
|
UMWA plans
|
|
8.25%
|
|
|
16.50%
|
|
-%
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected Funded Status at December 31, 2014
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
$
|
(68)
|
|
|
(3)
|
|
(132)
|
|
|
UMWA plans
|
|
(139)
|
|
|
(117)
|
|
(161)
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Expense(a)
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
$
|
3
|
|
|
1
|
|
6
|
|
|
UMWA plans
|
|
7
|
|
|
3
|
|
10
|
|
(a)
|
Actual future returns on investments will not affect our earnings until 2015 since the earnings in 2014 will be based on the "expected return on assets" assumption.
|
|
(In millions)
|
|
Based on market-related value of assets
|
|
|
Hypothetical(a)
|
|
||||||||
|
|
|
Actual
|
|
Projected
|
|
Projected
|
|
|
|
|
|
|
|
|
|
Years Ending December 31,
|
|
2013
|
|
2014
|
|
2015
|
|
|
2013
|
|
2014
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary U.S. pension plan
|
$
|
29.7
|
|
12.0
|
|
3.4
|
|
$
|
24.3
|
|
6.5
|
|
0.4
|
|
(a)
|
Assumes that our accounting policy was to use the fair market value of assets instead of the market-related value of assets to determine our expense related to our primary U.S. pension plan.
|
|
Plan
|
Mortality table
|
|
|
UMWA plans
|
RP-2000 Separate, Pre- and Post-Retirement, Healthy Blue Collar
|
|
|
Black Lung
|
RP-2000 Combined Annuitant/Non-Annuitant Blue Collar
|
|
|
Primary U.S. pension
|
RP-2000 Combined Healthy Blue Collar
|
|
The number of participants by major plan in the past five years is as follows:
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of participants
|
|||||||||
|
Plan
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|
UMWA plans
|
4,100
|
|
4,300
|
|
4,400
|
|
4,600
|
|
4,700
|
|
|
Black Lung
|
710
|
|
780
|
|
800
|
|
800
|
|
700
|
|
|
U.S. pension
|
19,800
|
|
20,100
|
|
20,400
|
|
21,000
|
|
21,100
|
|
|
|
|
Hypothetical Effects
|
||||||||
|
|
Increase/ (decrease)
|
|||||||||
|
(In millions)
|
|
Venezuela
|
|
Other countries
|
|
Total
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation of 2013 earnings into U.S. dollars
|
$
|
(3.7)
|
|
|
(19.0)
|
|
|
(22.7)
|
|
|
|
Transaction gains (losses)
|
|
(13.5)
|
|
|
1.0
|
|
|
(12.5)
|
|
|
Effect on Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation of net assets of foreign subsidiaries
|
|
-
|
|
|
(75.0)
|
|
|
(75.0)
|
|
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
Equity-method investment in Venezuelan subsidiaries(a)
|
$
|
125.3
|
|
90.0
|
|
||
|
|
|
|
|
|
|
|
|
|
Net monetary assets held by our Venezuelan subsidiaries
|
|
|
|
|
|
||
|
Cash and short-term investments denominated in U.S. dollars
|
$
|
0.5
|
|
0.5
|
|
||
|
|
|
|
|
|
|
|
|
|
Net monetary assets denominated in bolivars:
|
|
|
|
|
|
||
|
|
Cash and cash equivalents
|
$
|
93.8
|
|
47.9
|
|
|
|
|
Accounts receivable, accounts payable and other, net
|
|
26.6
|
|
21.5
|
|
|
|
|
|
Total
|
$
|
120.4
|
|
69.4
|
|
(a)
|
The amount represents retained earnings net of currency translation adjustments of the business.
|
Page
|
||
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
69
|
|
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
70
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
||
Consolidated Balance Sheets
|
72
|
|
Consolidated Statements of Income
|
73
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
74
|
|
Consolidated Statements of Equity
|
75
|
|
Consolidated Statements of Cash Flows
|
76
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
Note 1 – Summary of Significant Accounting Policies
|
77
|
|
Note 2 – Segment Information
|
81
|
|
Note 3 – Retirement Benefits
|
84
|
|
Note 4 – Income Taxes
|
93
|
|
Note 5 – Property and Equipment
|
96
|
|
Note 6 – Acquisitions
|
96
|
|
Note 7 – Goodwill and Other Intangible Assets
|
97
|
|
Note 8 – Other Assets
|
98
|
|
Note 9 – Accumulated Other Comprehensives Income (Loss)
|
99
|
|
Note 10 – Fair Value of Financial Instruments
|
101
|
|
Note 11 – Accrued Liabilities
|
101
|
|
Note 12 – Other Liabilities
|
102
|
|
Note 13 – Long-Term Debt
|
102
|
|
Note 14 – Accounts Receivable
|
104
|
|
Note 15 – Operating Leases
|
104
|
|
Note 16 – Share-Based Compensation Plans
|
105
|
|
Note 17 – Capital Stock
|
108
|
|
Note 18 – Loss from Discontinued Operations
|
109
|
|
Note 19 – Supplemental Cash Flow Information
|
110
|
|
Note 20 – Other Operating Income (Expense)
|
110
|
|
Note 21 – Interest and Other Nonoperating Income (Expense)
|
110
|
|
Note 22 – Other Commitments and Contingencies
|
111
|
|
Note 23 – Selected Quarterly Financial Data (unaudited)
|
112
|
|
|
|
|
|
|
|
December 31,
|
|||
|
(In millions, except for per share amounts)
|
|
2013
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
||||
|
|
Cash and cash equivalents
|
$
|
255.5
|
|
201.7
|
|
|||
|
|
Accounts receivable (net of allowance: 2013 – $8.2; 2012 – $9.2)
|
|
622.2
|
|
612.3
|
|
|||
|
|
Prepaid expenses and other
|
|
153.0
|
|
122.1
|
|
|||
|
|
Deferred income taxes
|
|
72.0
|
|
59.4
|
|
|||
|
|
|
Total current assets
|
|
1,102.7
|
|
995.5
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
758.7
|
|
793.8
|
|
||||
|
Goodwill
|
|
240.2
|
|
243.8
|
|
||||
|
Other intangibles
|
|
46.3
|
|
56.1
|
|
||||
|
Deferred income taxes
|
|
251.7
|
|
385.3
|
|
||||
|
Other
|
|
98.4
|
|
79.4
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
2,498.0
|
|
2,553.9
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
||||
|
|
Short-term borrowings
|
$
|
80.9
|
|
26.7
|
|
|||
|
|
Current maturities of long-term debt
|
|
24.6
|
|
27.0
|
|
|||
|
|
Accounts payable
|
|
185.6
|
|
172.8
|
|
|||
|
|
Accrued liabilities
|
|
507.5
|
|
516.5
|
|
|||
|
|
|
Total current liabilities
|
|
798.6
|
|
743.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
330.5
|
|
335.6
|
|
||||
|
Accrued pension costs
|
|
214.8
|
|
397.8
|
|
||||
|
Retirement benefits other than pensions
|
|
186.0
|
|
304.6
|
|
||||
|
Deferred income taxes
|
|
18.0
|
|
18.7
|
|
||||
|
Other
|
|
170.6
|
|
177.4
|
|
||||
|
|
|
Total liabilities
|
|
1,718.5
|
|
1,977.1
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities (notes 3, 4, 13, 15, 18 and 22)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
||||
|
|
The Brink’s Company (“Brink’s”) shareholders:
|
|
|
|
|
|
|||
|
|
|
Common stock, par value $1 per share:
|
|
|
|
|
|
||
|
|
|
|
Shares authorized: 100.0
|
|
|
|
|
|
|
|
|
|
|
Shares issued and outstanding: 2013 – 48.4; 2012 – 47.8
|
|
48.4
|
|
47.8
|
|
|
|
|
|
Capital in excess of par value
|
|
566.4
|
|
568.3
|
|
||
|
|
|
Retained earnings
|
|
696.4
|
|
659.1
|
|
||
|
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
||
|
|
|
|
Benefit plan adjustments
|
|
(478.0)
|
|
(665.1)
|
|
|
|
|
|
|
Foreign currency translation
|
|
(141.5)
|
|
(109.9)
|
|
|
|
|
|
|
Unrealized gains on available-for-sale securities
|
|
1.6
|
|
1.6
|
|
|
|
|
|
|
Gains on cash flow hedges
|
|
0.6
|
|
-
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
(617.3)
|
|
(773.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brink’s shareholders
|
|
693.9
|
|
501.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
85.6
|
|
75.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
779.5
|
|
576.8
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
$
|
2,498.0
|
|
2,553.9
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
Years Ended December 31,
|
||||||
|
(In millions, except for per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||
|
Cost of revenues
|
|
3,197.1
|
|
3,024.3
|
|
2,966.0
|
|
||
|
Selling, general and administrative expenses
|
|
564.0
|
|
546.7
|
|
512.4
|
|
||
|
|
Total costs and expenses
|
|
3,761.1
|
|
3,571.0
|
|
3,478.4
|
|
|
|
Other operating income (expense)
|
|
(9.4)
|
|
11.0
|
|
18.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
171.7
|
|
175.0
|
|
202.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
(25.1)
|
|
(23.1)
|
|
(23.1)
|
|
||
|
Interest and other income (expense)
|
|
1.6
|
|
7.2
|
|
8.9
|
|
||
|
|
Income from continuing operations before tax
|
|
148.2
|
|
159.1
|
|
188.3
|
|
|
|
Provision for income taxes
|
|
52.0
|
|
27.1
|
|
64.0
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
96.2
|
|
132.0
|
|
124.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax
|
|
(15.1)
|
|
(22.3)
|
|
(25.8)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
81.1
|
|
109.7
|
|
98.5
|
|
|
|
|
|
Less net income attributable to noncontrolling interests
|
|
(24.3)
|
|
(20.8)
|
|
(24.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Brink’s
|
$
|
56.8
|
|
88.9
|
|
74.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
||
|
|
Continuing operations
|
$
|
71.9
|
|
111.2
|
|
100.3
|
|
|
|
|
Discontinued operations
|
|
(15.1)
|
|
(22.3)
|
|
(25.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Brink’s
|
$
|
56.8
|
|
88.9
|
|
74.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to Brink’s common shareholders(a):
|
|
|
|
|
|
|
|
||
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
1.48
|
|
2.30
|
|
2.10
|
|
|
|
|
Discontinued operations
|
|
(0.31)
|
|
(0.46)
|
|
(0.54)
|
|
|
|
|
Net income
|
|
1.17
|
|
1.84
|
|
1.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
1.47
|
|
2.29
|
|
2.09
|
|
|
|
|
Discontinued operations
|
|
(0.31)
|
|
(0.46)
|
|
(0.54)
|
|
|
|
|
Net income
|
|
1.16
|
|
1.83
|
|
1.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
|
|
|
|
|
|
|
|
||
|
|
Basic
|
|
48.7
|
|
48.4
|
|
47.8
|
|
|
|
|
Diluted
|
|
49.0
|
|
48.6
|
|
48.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Amounts may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
Years Ended December 31,
|
||||||||
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
81.1
|
|
109.7
|
|
98.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments:
|
|
|
|
|
|
|
|
|||
|
|
Benefit plan experience gains (losses) during the year
|
|
265.0
|
|
27.3
|
|
(205.1)
|
|
||
|
|
Benefit plan prior service (costs) credits
|
|
63.0
|
|
(5.8)
|
|
3.5
|
|
||
|
|
Deferred profit sharing
|
|
(0.3)
|
|
0.5
|
|
0.4
|
|
||
|
|
Total benefit plan adjustments
|
|
327.7
|
|
22.0
|
|
(201.2)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
(32.8)
|
|
3.4
|
|
(50.5)
|
|
|||
|
Unrealized net gains (losses) on available-for-sale securities
|
|
0.1
|
|
(2.1)
|
|
(2.3)
|
|
|||
|
Gains on cash flow hedges
|
|
0.6
|
|
-
|
|
-
|
|
|||
|
|
|
Other comprehensive income (loss) before tax
|
|
295.6
|
|
23.3
|
|
(254.0)
|
|
|
|
Provision (benefit) for income taxes
|
|
141.0
|
|
9.3
|
|
(74.4)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
154.6
|
|
14.0
|
|
(179.6)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
235.7
|
|
123.7
|
|
(81.1)
|
|
|
|
|
|
|
Less comprehensive income (loss) attributable to noncontrolling interests
|
|
22.5
|
|
20.3
|
|
22.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to Brink’s
|
$
|
213.2
|
|
103.4
|
|
(103.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
|
Accumulated
|
|
Attributable
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
in Excess
|
|
|
|
Other
|
|
to
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
of Par
|
|
Retained
|
|
Comprehensive
|
|
Noncontrolling
|
|
|
|
|
(In millions)
|
Shares
|
|
Stock
|
|
Value
|
|
Earnings
|
|
Loss
|
|
Interests
|
|
Total
|
|
|||
|
Balance as of December 31, 2010
|
46.4
|
|
46.4
|
|
542.6
|
|
537.5
|
|
(610.3)
|
|
66.9
|
|
583.1
|
|
|||
|
Net income
|
-
|
|
-
|
|
-
|
|
74.5
|
|
-
|
|
24.0
|
|
98.5
|
|
|||
|
Other comprehensive loss
|
-
|
|
-
|
|
-
|
|
-
|
|
(177.6)
|
|
(2.0)
|
|
(179.6)
|
|
|||
|
Dividends to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Brink’s common shareholders ($0.40 per share)
|
-
|
|
-
|
|
-
|
|
(18.7)
|
|
-
|
|
-
|
|
(18.7)
|
|
||
|
|
Noncontrolling interests
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(16.1)
|
|
(16.1)
|
|
||
|
Share-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Stock options and awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Compensation expense
|
-
|
|
-
|
|
6.2
|
|
-
|
|
-
|
|
-
|
|
6.2
|
|
|
|
|
|
Consideration from exercise of stock options
|
0.6
|
|
0.6
|
|
11.1
|
|
-
|
|
-
|
|
-
|
|
11.7
|
|
|
|
|
|
Excess tax benefit of stock compensation
|
-
|
|
-
|
|
1.1
|
|
-
|
|
-
|
|
-
|
|
1.1
|
|
|
|
|
Other share-based benefit programs
|
(0.1)
|
|
(0.1)
|
|
(1.5)
|
|
(3.8)
|
|
-
|
|
-
|
|
(5.4)
|
|
||
|
Business acquisitions
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
0.8
|
|
0.8
|
|
|||
|
Capital contributions from noncontrolling interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
0.8
|
|
0.8
|
|
|||
|
Balance as of December 31, 2011
|
46.9
|
|
46.9
|
|
559.5
|
|
589.5
|
|
(787.9)
|
|
74.4
|
|
482.4
|
|
|||
|
Net income
|
-
|
|
-
|
|
-
|
|
88.9
|
|
-
|
|
20.8
|
|
109.7
|
|
|||
|
Other comprehensive income (loss)
|
-
|
|
-
|
|
-
|
|
-
|
|
14.5
|
|
(0.5)
|
|
14.0
|
|
|||
|
Shares contributed to pension plan (see note 17)
|
0.4
|
|
0.4
|
|
8.6
|
|
-
|
|
-
|
|
-
|
|
9.0
|
|
|||
|
Dividends to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Brink’s common shareholders ($0.40 per share)
|
-
|
|
-
|
|
-
|
|
(19.0)
|
|
-
|
|
-
|
|
(19.0)
|
|
||
|
|
Noncontrolling interests
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(13.0)
|
|
(13.0)
|
|
||
|
Share-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Stock options and awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Compensation expense
|
-
|
|
-
|
|
8.0
|
|
-
|
|
-
|
|
-
|
|
8.0
|
|
|
|
|
|
Consideration from exercise of stock options
|
-
|
|
-
|
|
1.4
|
|
-
|
|
-
|
|
-
|
|
1.4
|
|
|
|
|
|
Reduction in excess tax benefit of stock compensation
|
-
|
|
-
|
|
(2.7)
|
|
-
|
|
-
|
|
-
|
|
(2.7)
|
|
|
|
|
Other share-based benefit programs
|
0.5
|
|
0.5
|
|
(3.7)
|
|
(0.3)
|
|
-
|
|
-
|
|
(3.5)
|
|
||
|
Acquisitions of noncontrolling interests
|
-
|
|
-
|
|
(2.8)
|
|
-
|
|
-
|
|
(7.3)
|
|
(10.1)
|
|
|||
|
Capital contributions from noncontrolling interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
0.6
|
|
0.6
|
|
|||
|
Balance as of December 31, 2012
|
47.8
|
|
47.8
|
|
568.3
|
|
659.1
|
|
(773.4)
|
|
75.0
|
|
576.8
|
|
|||
|
Net income
|
-
|
|
-
|
|
-
|
|
56.8
|
|
-
|
|
24.3
|
|
81.1
|
|
|||
|
Other comprehensive income (loss) )
|
-
|
|
-
|
|
-
|
|
-
|
|
156.4
|
|
(1.8)
|
|
154.6
|
|
|||
|
Dividends to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Brink’s common shareholders ($0.40 per share)
|
-
|
|
-
|
|
-
|
|
(19.2)
|
|
-
|
|
-
|
|
(19.2)
|
|
||
|
|
Noncontrolling interests
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6.0)
|
|
(6.0)
|
|
||
|
Share-based compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Stock options and awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Compensation expense
|
-
|
|
-
|
|
9.9
|
|
-
|
|
-
|
|
-
|
|
9.9
|
|
|
|
|
|
Consideration from exercise of stock options
|
0.3
|
|
0.3
|
|
6.4
|
|
-
|
|
-
|
|
-
|
|
6.7
|
|
|
|
|
|
Reduction in excess tax benefit of stock compensation
|
-
|
|
-
|
|
(2.8)
|
|
-
|
|
-
|
|
-
|
|
(2.8)
|
|
|
|
|
Other share-based benefit programs
|
0.3
|
|
0.3
|
|
(3.6)
|
|
(0.3)
|
|
-
|
|
-
|
|
(3.6)
|
|
||
|
Acquisitions of noncontrolling interests
|
-
|
|
-
|
|
(11.8)
|
|
-
|
|
(0.3)
|
|
(6.4)
|
|
(18.5)
|
|
|||
|
Capital contributions from noncontrolling interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
0.5
|
|
0.5
|
|
|||
|
Balance as of December 31, 2013
|
48.4
|
$
|
48.4
|
|
566.4
|
|
696.4
|
|
(617.3)
|
|
85.6
|
|
779.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
|
|
Years Ended December 31,
|
||||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|||
|
Net income
|
$
|
81.1
|
|
109.7
|
|
98.5
|
|
|||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||
|
|
Loss from discontinued operations, net of tax
|
|
15.1
|
|
22.3
|
|
25.8
|
|
||
|
|
Depreciation and amortization
|
|
173.6
|
|
155.7
|
|
148.1
|
|
||
|
|
Share-based compensation expense
|
|
9.9
|
|
8.0
|
|
6.2
|
|
||
|
|
Deferred income taxes
|
|
(34.6)
|
|
(43.4)
|
|
(30.7)
|
|
||
|
|
Gains and losses:
|
|
|
|
|
|
|
|
||
|
|
|
Sales of available-for-sale securities
|
|
(0.4)
|
|
(2.9)
|
|
(4.4)
|
|
|
|
|
|
Sales of property and other assets
|
|
(2.4)
|
|
(7.6)
|
|
(7.9)
|
|
|
|
|
|
Business acquisitions and dispositions
|
|
(2.8)
|
|
(0.8)
|
|
(0.4)
|
|
|
|
|
|
Bargain purchase gain
|
|
-
|
|
-
|
|
(2.1)
|
|
|
|
|
Impairment losses
|
|
2.9
|
|
2.4
|
|
2.4
|
|
||
|
|
Retirement benefit funding (more) less than expense:
|
|
|
|
|
|
|
|
||
|
|
|
Pension
|
|
7.0
|
|
(5.4)
|
|
4.6
|
|
|
|
|
|
Other than pension
|
|
15.0
|
|
22.3
|
|
11.6
|
|
|
|
|
Loss on Venezuela currency devaluation
|
|
13.4
|
|
-
|
|
-
|
|
||
|
|
Other operating
|
|
2.4
|
|
11.7
|
|
10.1
|
|
||
|
|
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
|
||
|
|
|
Accounts receivable
|
|
(73.3)
|
|
(71.8)
|
|
(53.0)
|
|
|
|
|
|
Accounts payable, income taxes payable and accrued liabilities
|
|
31.4
|
|
23.0
|
|
58.1
|
|
|
|
|
|
Customer obligations
|
|
(9.8)
|
|
15.7
|
|
(11.7)
|
|
|
|
|
|
Prepaid and other current assets
|
|
(22.2)
|
|
6.8
|
|
(14.2)
|
|
|
|
|
|
Other
|
|
(10.2)
|
|
9.7
|
|
9.4
|
|
|
|
|
Discontinued operations
|
|
5.4
|
|
(4.9)
|
|
(3.4)
|
|
||
|
|
|
Net cash provided by operating activities
|
|
201.5
|
|
250.5
|
|
247.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|||
|
Capital expenditures
|
|
(177.7)
|
|
(177.9)
|
|
(183.7)
|
|
|||
|
Acquisitions
|
|
(18.1)
|
|
(17.2)
|
|
(3.0)
|
|
|||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|||
|
|
Purchases
|
|
-
|
|
-
|
|
(0.5)
|
|
||
|
|
Sales
|
|
9.9
|
|
15.4
|
|
12.9
|
|
||
|
Cash proceeds from sale of property and equipment
|
|
5.9
|
|
12.5
|
|
13.9
|
|
|||
|
Redemption of cash-surrender value of life insurance policies
|
|
-
|
|
6.2
|
|
-
|
|
|||
|
Other
|
|
(0.5)
|
|
4.9
|
|
0.6
|
|
|||
|
Discontinued operations
|
|
57.5
|
|
(11.2)
|
|
(12.0)
|
|
|||
|
|
|
Net cash used by investing activities
|
|
(123.0)
|
|
(167.3)
|
|
(171.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||
|
Borrowings (repayments) of debt:
|
|
|
|
|
|
|
|
|||
|
|
Short-term debt
|
|
60.5
|
|
3.3
|
|
(7.2)
|
|
||
|
|
Long-term revolving credit facilities
|
|
13.8
|
|
(4.5)
|
|
(107.0)
|
|
||
|
|
Issuance of private placement notes
|
|
-
|
|
-
|
|
100.0
|
|
||
|
|
Other long-term debt:
|
|
|
|
|
|
|
|
||
|
|
|
Borrowings
|
|
3.8
|
|
9.7
|
|
-
|
|
|
|
|
|
Repayments
|
|
(27.3)
|
|
(29.7)
|
|
(29.3)
|
|
|
|
Cash proceeds from sale-leaseback transactions
|
|
-
|
|
-
|
|
17.6
|
|
|||
|
Acquisition of a noncontrolling interest in a subsidiary
|
|
(18.5)
|
|
(9.4)
|
|
-
|
|
|||
|
Payment of acquisition-related obligation
|
|
(12.8)
|
|
-
|
|
-
|
|
|||
|
Debt financing costs
|
|
(0.1)
|
|
(1.5)
|
|
(0.6)
|
|
|||
|
Dividends to:
|
|
|
|
|
|
|
|
|||
|
|
Shareholders of Brink’s
|
|
(19.2)
|
|
(19.0)
|
|
(18.7)
|
|
||
|
|
Noncontrolling interests in subsidiaries
|
(6.0)
|
|
(13.0)
|
|
(16.1)
|
|
|||
|
Proceeds from exercise of stock options
|
|
6.7
|
|
1.4
|
|
5.9
|
|
|||
|
Minimum tax withholdings associated with share-based compensation
|
|
(3.5)
|
|
(5.6)
|
|
(2.7)
|
|
|||
|
Other
|
|
(0.9)
|
|
0.5
|
|
1.1
|
|
|||
|
Discontinued operations
|
|
(2.5)
|
|
(0.2)
|
|
(10.2)
|
|
|||
|
|
|
Net cash used by financing activities
|
|
(6.0)
|
|
(68.0)
|
|
(67.2)
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(18.7)
|
|
3.6
|
|
(8.1)
|
|
|||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|||
|
|
Increase (decrease)
|
|
53.8
|
|
18.8
|
|
(0.1)
|
|
||
|
|
Balance at beginning of period
|
|
201.7
|
|
182.9
|
|
183.0
|
|
||
|
|
|
Balance at end of period
|
$
|
255.5
|
|
201.7
|
|
182.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
|
|
Estimated Useful Lives
|
Years
|
|
|
Buildings
|
16 to 25
|
|
|
Building leasehold improvements
|
3 to 10
|
|
|
Vehicles
|
3 to 10
|
|
|
Capitalized software
|
3 to 5
|
|
|
Other machinery and equipment
|
3 to 10
|
|
|
Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
|
|
Level 2: Observable prices that are based on inputs not quoted on active markets, but are corroborated by market data.
|
|
Level 3: Unobservable inputs are used when little or no market data is available.
|
·
|
Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables
|
·
|
ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services
|
·
|
Global Services – secure international transportation of valuables
|
·
|
Cash Management Services
|
o
|
currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services
|
o
|
Safe and safe control device installation and servicing (including our patented CompuSafe® service)
|
o
|
Check and cash processing services for banking customers (“Virtual Vault Services”)
|
o
|
Check imaging services for banking customers
|
·
|
Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s operated payment locations in Latin America; Brink’s Money™ prepaid payroll cards; Brink’s Checkout e-commerce online payment services
|
·
|
Security and Guarding Services – protection of airports, offices, and certain other locations in Europe with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel
|
|
|
|
|
Years Ended December 31,
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
||
|
|
|
|
|
|
|
|
|
|
|
Revenues by Business Segment
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
1,720.7
|
|
1,579.4
|
|
1,460.7
|
|
|
|
EMEA
|
|
1,178.3
|
|
1,125.9
|
|
1,143.0
|
|
|
|
North America
|
|
898.4
|
|
893.3
|
|
923.4
|
|
|
|
Asia Pacific
|
|
144.8
|
|
136.4
|
|
135.8
|
|
|
|
Total
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit by Business Segment
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
149.9
|
|
135.1
|
|
143.5
|
|
|
|
EMEA
|
|
81.5
|
|
88.1
|
|
73.4
|
|
|
|
North America
|
|
4.7
|
|
31.9
|
|
30.3
|
|
|
|
Asia Pacific
|
|
16.7
|
|
8.8
|
|
15.1
|
|
|
|
|
Business segments
|
|
252.8
|
|
263.9
|
|
262.3
|
|
|
Non-segment
|
|
(81.1)
|
|
(88.9)
|
|
(59.8)
|
|
|
|
Total
|
$
|
171.7
|
|
175.0
|
|
202.5
|
|
|
|
|
|
Years Ended December 31,
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
||
|
Capital Expenditures by Business Segment
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
88.7
|
|
83.8
|
|
85.0
|
|
|
|
EMEA
|
|
33.9
|
|
40.1
|
|
47.3
|
|
|
|
North America
|
|
52.1
|
|
48.2
|
|
44.2
|
|
|
|
Asia Pacific
|
|
3.0
|
|
5.8
|
|
7.2
|
|
|
|
Total
|
$
|
177.7
|
|
177.9
|
|
183.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization by Business Segment
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization of property and equipment:
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
57.1
|
|
47.5
|
|
41.4
|
|
|
|
EMEA
|
|
47.2
|
|
41.1
|
|
44.1
|
|
|
|
North America
|
|
58.0
|
|
55.1
|
|
50.1
|
|
|
|
Asia Pacific
|
|
4.8
|
|
4.8
|
|
3.8
|
|
|
|
Property and equipment
|
|
167.1
|
|
148.5
|
|
139.4
|
|
|
Amortization of intangible assets:
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
3.7
|
|
3.2
|
|
3.9
|
|
|
|
EMEA
|
|
1.6
|
|
2.6
|
|
2.9
|
|
|
|
North America
|
|
0.2
|
|
0.3
|
|
0.7
|
|
|
|
Asia Pacific
|
|
1.0
|
|
1.1
|
|
1.2
|
|
|
Total
|
$
|
173.6
|
|
155.7
|
|
148.1
|
|
|
|
|
|
December 31,
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
||
|
|
|
|
|
|
|
|
|
|
|
Assets held by Business Segment
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
1,044.0
|
|
880.9
|
|
761.0
|
|
|
|
EMEA
|
|
672.6
|
|
681.3
|
|
669.4
|
|
|
|
North America
|
|
426.6
|
|
480.5
|
|
468.6
|
|
|
|
Asia Pacific
|
|
108.1
|
|
146.3
|
|
135.5
|
|
|
|
|
Business Segments
|
|
2,251.3
|
|
2,189.0
|
|
2,034.5
|
|
|
Non-segment
|
|
246.7
|
|
364.9
|
|
371.7
|
|
|
|
Total
|
$
|
2,498.0
|
|
2,553.9
|
|
2,406.2
|
|
|
Long-Lived Assets by Geographic Area(a)
|
|
|
|
|
|
|
|
|
|
Non-U.S.:
|
|
|
|
|
|
|
|
|
|
|
France
|
$
|
161.8
|
|
163.5
|
|
149.9
|
|
|
|
Mexico
|
|
148.1
|
|
145.3
|
|
123.9
|
|
|
|
Venezuela
|
|
47.7
|
|
46.7
|
|
43.5
|
|
|
|
Brazil
|
|
107.9
|
|
95.6
|
|
100.9
|
|
|
|
Canada
|
|
50.7
|
|
90.8
|
|
87.3
|
|
|
|
Other
|
|
335.0
|
|
348.8
|
|
338.1
|
|
|
|
Subtotal
|
|
851.2
|
|
890.7
|
|
843.6
|
|
|
United States
|
|
194.0
|
|
203.0
|
|
200.8
|
|
|
|
Total
|
$
|
1,045.2
|
|
1,093.7
|
|
1,044.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Long-lived assets include property and equipment, net; goodwill; and other intangible assets, net.
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
||
|
|
|
|
|
|
|
|
|
|
|
Revenues by Geographic Area(a)
|
|
|
|
|
|
|
|
|
|
Outside the U.S.:
|
|
|
|
|
|
|
|
|
|
|
France
|
$
|
542.5
|
|
535.5
|
|
545.2
|
|
|
|
Mexico
|
|
450.4
|
|
424.0
|
|
415.2
|
|
|
|
Venezuela
|
|
447.1
|
|
342.6
|
|
269.2
|
|
|
|
Brazil
|
|
392.0
|
|
388.3
|
|
386.8
|
|
|
|
Canada
|
|
190.9
|
|
186.6
|
|
189.9
|
|
|
|
Other
|
|
1,211.8
|
|
1,151.3
|
|
1,123.1
|
|
|
|
Subtotal
|
|
3,234.7
|
|
3,028.3
|
|
2,929.4
|
|
|
United States
|
|
707.5
|
|
706.7
|
|
733.5
|
|
|
|
Total
|
$
|
3,942.2
|
|
3,735.0
|
|
3,662.9
|
|
(a)
|
Revenues are recorded in the country where service is initiated or performed. No single customer represents more than 10% of total revenue.
|
|
|
|
December 31,
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Net assets outside the U.S.
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
479.4
|
|
438.2
|
|
376.9
|
|
|
EMEA
|
|
291.4
|
|
272.1
|
|
283.4
|
|
|
Asia Pacific
|
|
72.7
|
|
89.1
|
|
85.8
|
|
|
Canada
|
|
69.3
|
|
43.2
|
|
56.8
|
|
|
Total
|
$
|
912.8
|
|
842.6
|
|
802.9
|
|
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
||
|
|
|
|
|
|
|
|
|
|
|
Information about Unconsolidated Equity Affiliates held by segments:
|
|
|
|
|
|
|
|
|
|
Carrying value of investments at year end
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
13.5
|
|
13.8
|
|
11.2
|
|
|
|
Asia Pacific
|
|
2.3
|
|
1.8
|
|
1.6
|
|
|
Total
|
$
|
15.8
|
|
15.6
|
|
12.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of earnings included in Brink's consolidated earnings during the year
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
6.0
|
|
5.8
|
|
4.7
|
|
|
|
EMEA
|
|
-
|
|
-
|
|
(0.1)
|
|
|
|
Asia Pacific
|
|
0.7
|
|
0.2
|
|
0.2
|
|
|
Total
|
$
|
6.7
|
|
6.0
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed earnings at year end
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
3.5
|
|
8.4
|
|
6.6
|
|
|
|
Asia Pacific
|
|
0.8
|
|
0.4
|
|
0.5
|
|
|
Total
|
$
|
4.3
|
|
8.8
|
|
7.1
|
|
|
Components of Net Periodic Pension Cost
|
|
(In millions)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
|
||||||
|
Years Ended December 31,
|
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
-
|
-
|
-
|
$
|
15.0
|
11.1
|
10.2
|
$
|
15.0
|
11.1
|
10.2
|
|
|
Interest cost on projected benefit obligation
|
|
42.2
|
43.8
|
46.2
|
|
19.1
|
19.1
|
16.9
|
|
61.3
|
62.9
|
63.1
|
|
|
Return on assets – expected
|
|
(56.9)
|
(60.0)
|
(65.0)
|
|
(12.9)
|
(12.2)
|
(12.0)
|
|
(69.8)
|
(72.2)
|
(77.0)
|
|
|
Amortization of losses
|
|
45.1
|
39.5
|
28.2
|
|
6.1
|
4.0
|
2.8
|
|
51.2
|
43.5
|
31.0
|
|
|
Amortization of prior service cost
|
|
-
|
-
|
-
|
|
0.8
|
2.0
|
1.5
|
|
0.8
|
2.0
|
1.5
|
|
|
Settlement loss
|
|
0.1
|
5.0
|
-
|
|
2.6
|
3.3
|
2.2
|
|
2.7
|
8.3
|
2.2
|
|
|
Net periodic pension cost
|
$
|
30.5
|
28.3
|
9.4
|
$
|
30.7
|
27.3
|
21.6
|
$
|
61.2
|
55.6
|
31.0
|
|
|
Obligations and Funded Status
|
|
(In millions)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
|
|||||||
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
$
|
1,031.3
|
|
990.7
|
|
392.3
|
|
306.9
|
|
1,423.6
|
|
1,297.6
|
|
|
|
Service cost
|
|
-
|
|
-
|
|
15.0
|
|
11.1
|
|
15.0
|
|
11.1
|
|
|
|
Interest cost
|
|
42.2
|
|
43.8
|
|
19.1
|
|
19.1
|
|
61.3
|
|
62.9
|
|
|
|
Participant contributions
|
|
-
|
|
-
|
|
3.8
|
|
3.5
|
|
3.8
|
|
3.5
|
|
|
|
Plan amendments
|
|
-
|
|
-
|
|
(4.9)
|
|
11.7
|
|
(4.9)
|
|
11.7
|
|
|
|
Curtailments
|
|
-
|
|
-
|
|
(0.2)
|
|
(0.4)
|
|
(0.2)
|
|
(0.4)
|
|
|
|
Settlements
|
|
(0.5)
|
|
(13.9)
|
|
(2.0)
|
|
(3.2)
|
|
(2.5)
|
|
(17.1)
|
|
|
|
Benefits paid
|
|
(43.6)
|
|
(42.3)
|
|
(18.8)
|
|
(22.0)
|
|
(62.4)
|
|
(64.3)
|
|
|
|
Actuarial (gains) losses
|
|
(94.5)
|
|
53.0
|
|
(8.0)
|
|
54.9
|
|
(102.5)
|
|
107.9
|
|
|
|
Foreign currency exchange effects
|
|
-
|
|
-
|
|
(5.9)
|
|
10.7
|
|
(5.9)
|
|
10.7
|
|
|
|
Benefit obligation at end of year
|
$
|
934.9
|
|
1,031.3
|
|
390.4
|
|
392.3
|
|
1,325.3
|
|
1,423.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
756.3
|
|
685.4
|
|
283.0
|
|
230.5
|
|
1,039.3
|
|
915.9
|
|
|
|
Return on assets – actual
|
|
85.5
|
|
89.9
|
|
16.6
|
|
34.7
|
|
102.1
|
|
124.6
|
|
|
|
Participant contributions
|
|
-
|
|
-
|
|
3.8
|
|
3.5
|
|
3.8
|
|
3.5
|
|
|
|
Employer contributions
|
|
14.1
|
|
37.2
|
|
40.1
|
|
32.8
|
|
54.2
|
|
70.0
|
|
|
|
Settlements
|
|
(0.5)
|
|
(13.9)
|
|
(2.0)
|
|
(3.2)
|
|
(2.5)
|
|
(17.1)
|
|
|
|
Benefits paid
|
|
(43.6)
|
|
(42.3)
|
|
(18.8)
|
|
(22.0)
|
|
(62.4)
|
|
(64.3)
|
|
|
|
Foreign currency exchange effects
|
|
-
|
|
-
|
|
(0.7)
|
|
6.7
|
|
(0.7)
|
|
6.7
|
|
|
|
Fair value of plan assets at end of year
|
$
|
811.8
|
|
756.3
|
|
322.0
|
|
283.0
|
|
1,133.8
|
|
1,039.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
$
|
(123.1)
|
|
(275.0)
|
|
(68.4)
|
|
(109.3)
|
|
(191.5)
|
|
(384.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent asset
|
$
|
-
|
|
-
|
|
(28.6)
|
|
(21.9)
|
|
(28.6)
|
|
(21.9)
|
|
|
|
Current liability, included in accrued liabilities
|
|
0.8
|
|
0.9
|
|
4.5
|
|
7.5
|
|
5.3
|
|
8.4
|
|
|
|
Noncurrent liability
|
|
122.3
|
|
274.1
|
|
92.5
|
|
123.7
|
|
214.8
|
|
397.8
|
|
|
Net pension liability
|
$
|
123.1
|
|
275.0
|
|
68.4
|
|
109.3
|
|
191.5
|
|
384.3
|
|
|
(In millions)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
|
|||||||||
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan net experience losses recognized in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Beginning of year
|
$
|
(491.9)
|
|
(513.3)
|
|
(59.7)
|
|
(34.6)
|
|
(551.6)
|
|
(547.9)
|
|
|
|
|
|
Net experience gains (losses) arising during the year
|
|
123.1
|
|
(23.1)
|
|
11.7
|
|
(32.4)
|
|
134.8
|
|
(55.5)
|
|
|
|
|
|
Reclassification adjustment for amortization of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior experience losses included in net income
|
|
45.2
|
|
44.5
|
|
8.8
|
|
7.3
|
|
54.0
|
|
51.8
|
|
|
|
|
End of year
|
$
|
(323.6)
|
|
(491.9)
|
|
(39.2)
|
|
(59.7)
|
|
(362.8)
|
|
(551.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan prior service cost recognized in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Beginning of year
|
$
|
-
|
|
-
|
|
(15.8)
|
|
(6.1)
|
|
(15.8)
|
|
(6.1)
|
|
|
|
|
|
Prior service credit (cost) from plan amendments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during the year
|
|
-
|
|
-
|
|
4.9
|
|
(11.7)
|
|
4.9
|
|
(11.7)
|
|
|
|
|
Reclassification adjustment for amortization of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior service cost included in net income
|
|
-
|
|
-
|
|
0.7
|
|
2.0
|
|
0.7
|
|
2.0
|
|
|
|
|
End of year
|
$
|
-
|
|
-
|
|
(10.2)
|
|
(15.8)
|
|
(10.2)
|
|
(15.8)
|
|
Information Comparing Plan Assets to Plan Obligations
|
|
(In millions)
|
|
U.S. Plans
|
Non-U.S. Plans
|
Total
|
||||||||||
|
December 31,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
$
|
811.8
|
|
756.3
|
|
38.1
|
|
137.2
|
|
849.9
|
|
893.5
|
|
|
|
Accumulated benefit obligation
|
|
934.9
|
|
1,031.3
|
|
103.6
|
|
223.2
|
|
1,038.5
|
|
1,254.5
|
|
|
|
Projected benefit obligation
|
|
934.9
|
|
1,031.3
|
|
135.1
|
|
268.4
|
|
1,070.0
|
|
1,299.7
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension cost
|
4.2%
|
|
4.6%
|
|
5.3%
|
|
5.3%
|
|
5.4%
|
|
5.8%
|
|
|
|
Benefit obligation at year end
|
5.0%
|
|
4.2%
|
|
4.6%
|
|
6.3%
|
|
5.3%
|
|
5.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on assets – pension cost
|
8.00%
|
|
8.25%
|
|
8.75%
|
|
4.64%
|
|
4.92%
|
|
5.16%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average rate of increase in salaries(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension cost
|
N/A
|
|
N/A
|
|
N/A
|
|
3.8%
|
|
3.2%
|
|
3.3%
|
|
|
|
Benefit obligation at year end
|
N/A
|
|
N/A
|
|
N/A
|
|
3.9%
|
|
3.8%
|
|
3.2%
|
|
(a)
|
Salary scale assumptions are determined through historical experience and vary by age and industry. The U.S. plan benefits are frozen. Pension benefits will not increase due to future salary increases.
|
|
(In millions)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
$
|
47.7
|
|
|
14.6
|
|
|
62.3
|
|
|
2015
|
|
48.9
|
|
|
13.7
|
|
|
62.6
|
|
|
2016
|
|
50.0
|
|
|
16.4
|
|
|
66.4
|
|
|
2017
|
|
51.5
|
|
|
19.1
|
|
|
70.6
|
|
|
2018
|
|
53.1
|
|
|
21.3
|
|
|
74.4
|
|
|
2019 through 2023
|
$
|
287.3
|
|
|
168.8
|
|
|
456.1
|
|
|
Components of Net Periodic Postretirement Cost
|
|
(In millions)
|
|
UMWA Plans
|
|
Black Lung and Other Plans
|
|
Total
|
|
||||||
|
Years Ended December 31,
|
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
|
2013
|
2012
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
-
|
-
|
-
|
$
|
0.3
|
0.6
|
-
|
$
|
0.3
|
0.6
|
-
|
|
|
Interest cost on APBO
|
|
19.7
|
22.3
|
24.0
|
|
1.9
|
2.8
|
2.8
|
|
21.6
|
25.1
|
26.8
|
|
|
Return on assets – expected
|
|
(20.8)
|
(21.3)
|
(25.5)
|
|
-
|
-
|
-
|
|
(20.8)
|
(21.3)
|
(25.5)
|
|
|
Amortization of losses
|
|
19.6
|
21.0
|
14.7
|
|
0.7
|
1.5
|
0.6
|
|
20.3
|
22.5
|
15.3
|
|
|
Amortization of prior service cost
|
|
-
|
-
|
-
|
|
1.7
|
2.0
|
2.0
|
|
1.7
|
2.0
|
2.0
|
|
|
Net periodic postretirement cost
|
$
|
18.5
|
22.0
|
13.2
|
$
|
4.6
|
6.9
|
5.4
|
$
|
23.1
|
28.9
|
18.6
|
|
|
(In millions)
|
|
UMWA Plans
|
|
Black Lung and Other Plans
|
|
Total
|
|
|||||||
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APBO at beginning of year
|
$
|
525.3
|
|
529.6
|
|
53.0
|
|
60.9
|
|
578.3
|
|
590.5
|
|
|
|
Service cost
|
|
-
|
|
-
|
|
0.3
|
|
0.6
|
|
0.3
|
|
0.6
|
|
|
|
Interest cost
|
|
19.7
|
|
22.3
|
|
1.9
|
|
2.8
|
|
21.6
|
|
25.1
|
|
|
|
Plan amendments
|
|
(55.7)
|
|
-
|
|
-
|
|
(1.9)
|
|
(55.7)
|
|
(1.9)
|
|
|
|
Benefits paid
|
|
(34.2)
|
|
(35.7)
|
|
(7.1)
|
|
(6.6)
|
|
(41.3)
|
|
(42.3)
|
|
|
|
Medicare subsidy received
|
|
3.1
|
|
3.2
|
|
-
|
|
-
|
|
3.1
|
|
3.2
|
|
|
|
Actuarial (gains) losses, net
|
|
(31.7)
|
|
5.9
|
|
0.8
|
|
(2.2)
|
|
(30.9)
|
|
3.7
|
|
|
|
Foreign currency exchange effects
|
|
-
|
|
-
|
|
-
|
|
(0.6)
|
|
-
|
|
(0.6)
|
|
|
|
APBO at end of year
|
$
|
426.5
|
|
525.3
|
|
48.9
|
|
53.0
|
|
475.4
|
|
578.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
268.7
|
|
268.0
|
|
-
|
|
-
|
|
268.7
|
|
268.0
|
|
|
|
Employer contributions
|
|
1.0
|
|
-
|
|
7.1
|
|
6.6
|
|
8.1
|
|
6.6
|
|
|
|
Return on assets – actual
|
|
45.8
|
|
33.5
|
|
-
|
|
-
|
|
45.8
|
|
33.5
|
|
|
|
Benefits paid
|
|
(34.2)
|
|
(36.0)
|
|
(7.1)
|
|
(6.6)
|
|
(41.3)
|
|
(42.6)
|
|
|
|
Medicare subsidy received
|
|
3.1
|
|
3.2
|
|
-
|
|
-
|
|
3.1
|
|
3.2
|
|
|
|
Fair value of plan assets at end of year
|
$
|
284.4
|
|
268.7
|
|
-
|
|
-
|
|
284.4
|
|
268.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
$
|
(142.1)
|
|
(256.6)
|
|
(48.9)
|
|
(53.0)
|
|
(191.0)
|
|
(309.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current, included in accrued liabilities
|
$
|
-
|
|
-
|
|
5.0
|
|
5.0
|
|
5.0
|
|
5.0
|
|
|
|
Noncurrent
|
|
142.1
|
|
256.6
|
|
43.9
|
|
48.0
|
|
186.0
|
|
304.6
|
|
|
Retirement benefits other than pension liability
|
$
|
142.1
|
|
256.6
|
|
48.9
|
|
53.0
|
|
191.0
|
|
309.6
|
|
|
(In millions)
|
|
UMWA Plans
|
|
Black Lung and Other Plans
|
|
Total
|
|
|||||||||
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan net experience gain (loss) recognized in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Beginning of year
|
$
|
(295.7)
|
|
(323.0)
|
|
(6.2)
|
|
(9.9)
|
|
(301.9)
|
|
(332.9)
|
|
|
|
|
|
Net experience gains (losses) arising during the year
|
|
56.7
|
|
6.3
|
|
(0.8)
|
|
2.2
|
|
55.9
|
|
8.5
|
|
|
|
|
|
Reclassification adjustment for amortization of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior experience losses included in net income
|
|
19.6
|
|
21.0
|
|
0.7
|
|
1.5
|
|
20.3
|
|
22.5
|
|
|
|
|
End of year
|
$
|
(219.4)
|
|
(295.7)
|
|
(6.3)
|
|
(6.2)
|
|
(225.7)
|
|
(301.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan prior service (cost) credit recognized in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Beginning of year
|
$
|
-
|
|
-
|
|
(9.4)
|
|
(13.3)
|
|
(9.4)
|
|
(13.3)
|
|
|
|
|
|
Prior service credit from plan amendments during the year
|
|
55.7
|
|
-
|
|
-
|
|
1.9
|
|
55.7
|
|
1.9
|
|
|
|
|
|
Reclassification adjustment for amortization or curtailment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of prior service cost included in net income
|
|
-
|
|
-
|
|
1.7
|
|
2.0
|
|
1.7
|
|
2.0
|
|
|
|
|
End of year
|
$
|
55.7
|
|
-
|
|
(7.7)
|
|
(9.4)
|
|
48.0
|
|
(9.4)
|
|
|
Assumptions
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average discount rate:
|
|
|
|
|
|
|
|
|
|
||
|
|
Postretirement cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA plans
|
3.9
|
%
|
|
4.4
|
%
|
|
5.3
|
%
|
|
|
|
|
Black lung
|
3.5
|
%
|
|
4.2
|
%
|
|
4.8
|
%
|
|
|
|
|
Weighted-average
|
3.9
|
%
|
|
4.4
|
%
|
|
5.2
|
%
|
|
|
|
Benefit obligation at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA plans
|
4.7
|
%
|
|
3.9
|
%
|
|
4.4
|
%
|
|
|
|
|
Black lung
|
4.4
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
|
|
|
|
Weighted-average
|
4.7
|
%
|
|
3.9
|
%
|
|
4.4
|
%
|
|
|
Expected return on assets
|
8.25
|
%
|
|
8.50
|
%
|
|
8.75
|
%
|
|
|
|
|
Effect of Change in Assumed Healthcare Trend Rates
|
||||||
|
(In millions)
|
|
Increase 1%
|
|
Decrease 1%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Higher (lower):
|
|
|
|
|
|
|
|
|
|
|
Service and interest cost in 2013
|
$
|
2.3
|
|
|
(1.9)
|
|
|
|
|
APBO at December 31, 2013
|
|
45.4
|
|
|
(38.6)
|
|
|
|
|
|
|
|
|
|
||||
|
(In millions)
|
|
UMWA plans
|
|
Black lung and other plans
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
$
|
31.5
|
|
|
5.0
|
|
|
36.5
|
|
|
2015
|
|
31.9
|
|
|
4.7
|
|
|
36.6
|
|
|
2016
|
|
31.5
|
|
|
4.4
|
|
|
35.9
|
|
|
2017
|
|
31.3
|
|
|
4.1
|
|
|
35.4
|
|
|
2018
|
|
32.9
|
|
|
3.8
|
|
|
36.7
|
|
|
2019 through 2023
|
|
148.6
|
|
|
15.9
|
|
|
164.5
|
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||
|
|
|
Fair
|
|
|
|
%
|
|
%
|
|
|
|
%
|
|
%
|
|
|
|
|
Value
|
|
Total Fair
|
|
Actual
|
|
Target
|
|
Total Fair
|
|
Actual
|
|
Target
|
|
|
(In millions, except for percentages)
|
Level
|
|
Value
|
|
Allocation
|
|
Allocation
|
|
Value
|
|
Allocation
|
|
Allocation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and receivables
|
|
$
|
3.8
|
|
-
|
|
-
|
|
3.5
|
|
1
|
|
-
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. large-cap(a)
|
1
|
|
132.1
|
|
16
|
|
16
|
|
227.3
|
|
30
|
|
30
|
|
|
|
U.S. small/mid-cap(a)
|
1
|
|
58.6
|
|
7
|
|
7
|
|
60.8
|
|
8
|
|
8
|
|
|
|
International(a)
|
1
|
|
114.4
|
|
14
|
|
14
|
|
94.1
|
|
12
|
|
12
|
|
|
|
Emerging markets(b)
|
1
|
|
31.7
|
|
4
|
|
4
|
|
-
|
|
-
|
|
-
|
|
|
|
Dynamic asset allocation(c)
|
1
|
|
50.2
|
|
6
|
|
6
|
|
-
|
|
-
|
|
-
|
|
|
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long duration(d)
|
1
|
|
190.8
|
|
32
|
|
32
|
|
139.9
|
|
24
|
|
23
|
|
|
|
Long duration(d)
|
2
|
|
65.0
|
|
|
|
|
|
39.1
|
|
|
|
|
|
|
|
High yield(e)
|
1
|
|
24.5
|
|
3
|
|
3
|
|
61.9
|
|
8
|
|
8
|
|
|
|
Emerging markets(f)
|
1
|
|
23.2
|
|
3
|
|
3
|
|
30.4
|
|
4
|
|
4
|
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge fund of funds(g)
|
2
|
|
37.3
|
|
5
|
|
5
|
|
99.3
|
|
13
|
|
15
|
|
|
|
Core property(h)
|
2
|
|
40.2
|
|
5
|
|
5
|
|
-
|
|
-
|
|
-
|
|
|
|
Structured credit(i)
|
3
|
|
40.0
|
|
5
|
|
5
|
|
-
|
|
-
|
|
-
|
|
|
Total
|
|
$
|
811.8
|
|
100
|
|
100
|
|
756.3
|
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMWA Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. large-cap(a)
|
1
|
$
|
107.0
|
|
38
|
|
37
|
|
97.2
|
|
36
|
|
37
|
|
|
|
U.S. small/mid-cap(a)
|
1
|
|
27.9
|
|
10
|
|
9
|
|
23.7
|
|
9
|
|
9
|
|
|
|
International(a)
|
1
|
|
41.8
|
|
15
|
|
14
|
|
39.3
|
|
15
|
|
14
|
|
|
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High yield(e)
|
1
|
|
24.1
|
|
8
|
|
8
|
|
23.1
|
|
9
|
|
8
|
|
|
|
Emerging markets(f)
|
1
|
|
10.9
|
|
4
|
|
4
|
|
11.7
|
|
4
|
|
4
|
|
|
|
Multi asset real return(j)
|
1
|
|
29.3
|
|
10
|
|
13
|
|
32.8
|
|
12
|
|
13
|
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedge fund of funds(g)
|
2
|
|
29.2
|
|
10
|
|
10
|
|
40.9
|
|
15
|
|
15
|
|
|
|
Core property(h)
|
2
|
|
14.2
|
|
5
|
|
5
|
|
-
|
|
-
|
|
-
|
|
|
Total
|
|
$
|
284.4
|
|
100
|
|
100
|
|
268.7
|
|
100
|
|
100
|
|
(a)
|
These categories include passively managed U.S. large-cap mutual funds and actively managed U.S. small/mid-cap and international mutual funds that track various indices such as the S&P 500 Index, the Russell 2500 Index and the MSCI All Country World Ex-U.S. Index.
|
(b)
|
This category represents an actively managed mutual fund that invests primarily in equity securities of emerging market issuers. Emerging market countries are those countries that are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development or included in an emerging markets index by a recognized index provider.
|
(c)
|
This category represents an actively managed mutual fund that seeks to generate total return over time by selecting investments from among a broad range of asset classes. The fund’s allocations among asset classes may be adjusted over short periods and can vary from multiple to a single asset class.
|
(d)
|
This category represents actively managed mutual funds that seeks to duplicate the risk and return characteristics of a long-term fixed-income securities portfolio with an approximate duration of 10 years and longer by using a long duration bond portfolio, including interest-rate swap agreements and Treasury futures contracts, and zero-coupon securities created by the U.S. Treasury, for the purpose of managing the overall duration of this fund.
|
(e)
|
This category represents an actively managed mutual fund that invests primarily in fixed-income securities rated below investment grade, including corporate bonds and debentures, convertible and preferred securities and zero-coupon obligations. The fund’s average weighted maturity may vary and will generally not exceed ten years.
|
(f)
|
This category represents an actively managed mutual fund that invests primarily in U.S.-dollar-denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers.
|
(g)
|
This category represents an actively managed mutual fund that invests in different hedge-fund investments, with various strategies. The fund holds approximately 40 separate hedge-fund investments. Strategies included (1) long-short equity, (2) event-driven and distressed-debt, (3) global macro, (4) credit hedging, (5) multi-strategy, and (6) fixed-income arbitrage. Its investment objective is to seek to achieve an attractive risk-adjusted return with moderate volatility and moderate directional market exposure over a full market cycle.
|
(h)
|
This category represents an actively managed mutual fund that seeks both current income and long-term capital appreciation through investing in underlying funds that acquire, manage, and dispose of commercial real estate properties. These properties are high-quality, low-leveraged, income-generating office, industrial, retail, and multi-family properties, generally fully-leased to creditworthy companies and governmental entities.
|
(i)
|
This category represents an actively managed mutual fund that invests primarily in a diversified portfolio comprised primarily of collateralized loan obligations and other structured credit investments backed primarily by bank loans.
|
(j)
|
This category represents an actively managed mutual fund that invests primarily in fixed income and equity securities and commodity linked instruments. The category seeks total returns that exceed the rate of inflation over a full market cycle regardless of market conditions.
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||
|
|
|
|
|
|
|
%
|
|
%
|
|
|
|
%
|
|
%
|
|
|
|
|
|
|
Total Fair
|
|
Actual
|
|
Target
|
|
Total Fair
|
|
Actual
|
|
Target
|
|
|
(In millions, except for percentages)
|
|
Value
|
|
Allocation
|
|
Allocation
|
|
Value
|
|
Allocation
|
|
Allocation
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Cash and cash equivalents
|
$
|
5.2
|
|
2
|
|
-
|
|
2.6
|
|
1
|
|
-
|
|
||
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
U.S. equity funds(a)
|
|
30.0
|
|
|
|
|
|
25.8
|
|
|
|
|
|
|
|
|
Canadian equity funds(a)
|
|
38.3
|
|
|
|
|
|
31.7
|
|
|
|
|
|
|
|
|
European equity funds(a)
|
|
8.9
|
|
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
Asia Pacific equity funds(a)
|
|
1.7
|
|
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
Emerging markets(a)
|
|
9.3
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
|
Other non-U.S. equity funds(a)
|
|
38.8
|
|
|
|
|
|
37.3
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
127.0
|
|
39
|
|
39
|
|
108.2
|
|
38
|
|
39
|
|
|
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Global credit(b)
|
|
37.5
|
|
|
|
|
|
34.3
|
|
|
|
|
|
|
|
|
Canadian fixed-income funds(c)
|
|
24.8
|
|
|
|
|
|
20.3
|
|
|
|
|
|
|
|
|
European fixed-income funds(d)
|
|
11.0
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
High-yield(e)
|
|
12.3
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
Emerging markets(f)
|
|
6.9
|
|
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|
Long-duration(g)
|
|
79.4
|
|
|
|
|
|
76.1
|
|
|
|
|
|
|
|
|
|
Total fixed-income securities
|
|
171.9
|
|
53
|
|
55
|
|
156.9
|
|
55
|
|
56
|
|
|
Other types of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Convertible securities(h)
|
|
12.0
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
|
Commodity derivatives(i)
|
|
4.7
|
|
|
|
|
|
4.0
|
|
|
|
|
|
|
|
|
Other
|
|
1.2
|
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
Total other types of investments
|
|
17.9
|
|
6
|
|
6
|
|
15.3
|
|
6
|
|
5
|
|
|
Total
|
$
|
322.0
|
|
100
|
|
100
|
|
283.0
|
|
100
|
|
100
|
|
(a)
|
These categories are comprised of equity index actively and passively managed funds that track various indices such as S&P 500 Composite Total Return Index, Russell 1000 and 2000 Indices, MSCI Europe Ex-UK Index, S&P/TSX Total Return Index, MSCI EAFE Index and others. Some of these funds use a dynamic asset allocation investment strategy seeking to generate total return over time by selecting investments from among a broad range of asset classes, investing primarily through the use of derivatives.
|
(b)
|
This category represents investment-grade fixed income debt securities of European issuers from diverse industries.
|
(c)
|
This category seeks to achieve a return that exceeds the Scotia Capital Markets Universe Bond Index.
|
(d)
|
This category is designed to generate income and exhibit volatility similar to that of the Sterling denominated bond market. This category primarily invests in investment grade or better securities.
|
(e)
|
This category consists of global high-yield bonds. This category invests in lower rated and unrated fixed income, floating rate and other debt securities issued by European and American companies.
|
(f)
|
This category consists of a diversified portfolio of listed and unlisted debt securities issued by governments, financial institutions, companies or other entities domiciled in emerging market countries.
|
(g)
|
This category is designed to achieve a return consistent with holding longer term debt instruments. This category invests in interest rate and inflation derivatives, government-issued bonds, real-return bonds, and futures contracts.
|
(h)
|
This category invests in convertible securities of global issuers from diverse industries.
|
(i)
|
This category invests in commodities through financial derivatives of global issuers and short-dated government paper and cash components.
|
|
(In millions)
|
U.S. Pension Plans
|
|
UMWA Plans
|
|
Non-U.S. Pension Plans
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
$
|
96.8
|
|
|
39.9
|
|
|
0.6
|
|
|
||
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relating to assets still held at the reporting date
|
|
2.5
|
|
|
1.0
|
|
|
-
|
|
|
|
|
|
Relating to assets sold during the period
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
Purchases, sales and settlements
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
Transfers in and/or out of Level 3
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
Balance at December 31, 2012
|
|
99.3
|
|
|
40.9
|
|
|
0.6
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relating to assets still held at the reporting date
|
|
0.4
|
|
|
-
|
|
|
-
|
|
|
|
|
|
Relating to assets sold during the period
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
Purchases, sales and settlements
|
|
39.6
|
|
|
-
|
|
|
-
|
|
|
|
|
|
Transfers out of Level 3(a)
|
|
(99.3)
|
|
|
(40.9)
|
|
|
(0.6)
|
|
|
|
|
Balance at December 31, 2013
|
$
|
40.0
|
|
|
-
|
|
|
-
|
|
|
(a)
|
Transfers out of Level 3 are deemed to have occurred at the beginning of the year.
|
|
(In millions)
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
U.S. 401(K)
|
$
|
2.6
|
|
4.6
|
|
16.9
|
|
|
Other plans
|
|
2.9
|
|
2.5
|
|
3.9
|
|
|
Total
|
$
|
5.5
|
|
7.1
|
|
20.8
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
U.S.
|
$
|
(51.8)
|
|
(19.6)
|
|
(16.0)
|
|
|
Foreign
|
|
200.0
|
|
178.7
|
|
204.3
|
|
|
Income from continuing operations before income taxes
|
$
|
148.2
|
|
159.1
|
|
188.3
|
|
|
Provision (benefit) for income taxes from continuing operations
|
|
|
|
|
|
|
|
|
Current tax expense (benefit)
|
|
|
|
|
|
|
|
|
U.S. federal
|
$
|
0.5
|
|
(0.1)
|
|
2.9
|
|
|
State
|
|
1.5
|
|
(0.3)
|
|
(0.1)
|
|
|
Foreign
|
|
84.6
|
|
70.9
|
|
91.9
|
|
|
Current tax expense
|
|
86.6
|
|
70.5
|
|
94.7
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense (benefit)
|
|
|
|
|
|
|
|
|
U.S. federal
|
|
(20.6)
|
|
(29.9)
|
|
(21.3)
|
|
|
State
|
|
(1.9)
|
|
(1.4)
|
|
(0.9)
|
|
|
Foreign
|
|
(12.1)
|
|
(12.1)
|
|
(8.5)
|
|
|
Deferred tax benefit
|
|
(34.6)
|
|
(43.4)
|
|
(30.7)
|
|
|
Provision (benefit) for income taxes of continuing operations
|
$
|
52.0
|
|
27.1
|
|
64.0
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive provision (benefit) for income taxes allocable to
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
52.0
|
|
27.1
|
|
64.0
|
|
|
Discontinued operations
|
|
4.7
|
|
(1.0)
|
|
(3.9)
|
|
|
Other comprehensive income (loss)
|
|
141.0
|
|
9.3
|
|
(74.4)
|
|
|
Equity
|
|
2.8
|
|
2.7
|
|
(1.1)
|
|
|
Comprehensive provision (benefit) for income taxes
|
$
|
200.5
|
|
38.1
|
|
(15.4)
|
|
|
|
|
Years Ended December 31,
|
|
|||||||
|
(In percentages)
|
2013
|
|
2012
|
|
2011
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
|
|
Increases (reductions) in taxes due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to valuation allowances
|
4.0
|
|
|
1.2
|
|
|
(2.9)
|
|
|
|
|
Foreign income taxes
|
(6.5)
|
|
|
(2.2)
|
|
|
0.3
|
|
|
|
|
Medicare subsidy for retirement plans
|
(1.1)
|
|
|
(14.4)
|
|
|
-
|
|
|
|
|
French business tax
|
3.0
|
|
|
2.7
|
|
|
2.4
|
|
|
|
|
Nontaxable acquisition-related (gains) losses
|
-
|
|
|
-
|
|
|
(0.4)
|
|
|
|
|
Taxes on undistributed earnings of foreign affiliates
|
(0.1)
|
|
|
(2.2)
|
|
|
0.2
|
|
|
|
|
State income taxes, net
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.5)
|
|
|
|
|
Change in judgment about uncertain tax positions in Mexico
|
-
|
|
|
(4.7)
|
|
|
-
|
|
|
|
|
Other
|
0.9
|
|
|
1.7
|
|
|
(0.1)
|
|
|
|
Actual income tax rate on continuing operations
|
35.1
|
%
|
|
17.0
|
%
|
|
34.0
|
%
|
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
Pension liabilities
|
$
|
70.0
|
|
136.4
|
|
|
|
Retirement benefits other than pensions
|
|
60.7
|
|
127.2
|
|
|
|
Workers’ compensation and other claims
|
|
35.1
|
|
38.3
|
|
|
|
Other assets and liabilities
|
|
138.6
|
|
115.3
|
|
|
|
Net operating loss carryforwards
|
|
26.8
|
|
63.5
|
|
|
|
Alternative minimum and other tax credits(a)
|
|
44.7
|
|
37.9
|
|
|
|
Subtotal
|
|
375.9
|
|
518.6
|
|
|
|
Valuation allowances
|
|
(32.4)
|
|
(47.4)
|
|
|
|
Total deferred tax assets
|
|
343.5
|
|
471.2
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
9.9
|
|
11.2
|
|
|
|
Other assets and miscellaneous
|
|
31.0
|
|
37.4
|
|
|
|
Deferred tax liabilities
|
|
40.9
|
|
48.6
|
|
|
|
Net deferred tax asset
|
$
|
302.6
|
|
422.6
|
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
|
|
|
Current assets
|
$
|
72.0
|
|
59.4
|
|
|
|
Noncurrent assets
|
|
251.7
|
|
385.3
|
|
|
|
Current liabilities, included in accrued liabilities
|
|
(3.1)
|
|
(3.4)
|
|
|
|
Noncurrent liabilities
|
|
(18.0)
|
|
(18.7)
|
|
|
Net deferred tax asset
|
$
|
302.6
|
|
422.6
|
|
(a)
|
U.S. alternative minimum tax credits of $43.8 million have an unlimited carryforward period and the remaining credits of $0.9 million have various carryforward periods.
|
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowances:
|
|
|
|
|
|
|
|
||
|
|
Beginning of year
|
$
|
47.4
|
|
43.9
|
|
45.9
|
|
|
|
|
Expiring tax credits
|
|
(1.8)
|
|
(0.8)
|
|
(0.3)
|
|
|
|
|
Acquisitions and dispositions
|
|
(32.7)
|
|
(0.9)
|
|
0.3
|
|
|
|
|
Changes in judgment about deferred tax assets(a)
|
|
(0.2)
|
|
(1.0)
|
|
(8.2)
|
|
|
|
|
Other changes in deferred tax assets, charged to:
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
6.2
|
|
3.4
|
|
7.6
|
|
|
|
|
Income from discontinued operations
|
|
12.5
|
|
1.9
|
|
-
|
|
|
|
|
Other comprehensive income (loss)
|
|
-
|
|
0.1
|
|
-
|
|
|
|
Foreign currency exchange effects
|
|
1.0
|
|
0.8
|
|
(1.4)
|
|
|
|
|
End of year
|
$
|
32.4
|
|
47.4
|
|
43.9
|
|
(a)
|
Changes in judgment about valuation allowances are based on a recognition threshold of “more-likely-than-not.”Amounts are based on beginning-of-year balances of deferred tax assets that could potentially be realized in future years. Amounts are recognized in income from continuing operations.
|
|
(In millions)
|
Federal
|
|
State
|
|
Foreign
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of expiration
|
|
|
|
|
|
|
|
|
|
|
|
|
2014-2018
|
$
|
-
|
|
0.3
|
|
3.9
|
|
4.2
|
|
|
|
2019-2023
|
|
-
|
|
0.2
|
|
5.3
|
|
5.5
|
|
|
|
2024 and thereafter
|
|
-
|
|
10.3
|
|
0.4
|
|
10.7
|
|
|
|
No expiration
|
|
-
|
|
-
|
|
6.4
|
|
6.4
|
|
|
|
|
$
|
-
|
|
10.8
|
|
16.0
|
|
26.8
|
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uncertain tax positions:
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
$
|
11.8
|
|
17.2
|
|
19.4
|
|
|
|
Increases related to prior-year tax positions
|
|
0.1
|
|
1.4
|
|
0.8
|
|
|
|
Decreases related to prior-year tax positions
|
|
-
|
|
(6.9)
|
|
(1.6)
|
|
|
|
Increases related to current-year tax positions
|
|
2.3
|
|
1.6
|
|
1.3
|
|
|
|
Settlements
|
|
(0.7)
|
|
(0.7)
|
|
-
|
|
|
|
Effect of the expiration of statutes of limitation
|
|
(3.4)
|
|
(1.2)
|
|
(1.2)
|
|
|
|
Increases (decreases) related to business combinations and dispositions
|
|
-
|
|
-
|
|
(0.7)
|
|
|
|
Foreign currency exchange effects
|
|
0.7
|
|
0.4
|
|
(0.8)
|
|
|
|
End of year
|
$
|
10.8
|
|
11.8
|
|
17.2
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Land
|
$
|
68.0
|
|
70.8
|
|
|
Buildings
|
|
258.0
|
|
247.6
|
|
|
Leasehold improvements
|
|
215.6
|
|
217.5
|
|
|
Vehicles
|
|
438.0
|
|
433.6
|
|
|
Capitalized software(a)
|
|
184.6
|
|
168.2
|
|
|
Other machinery and equipment
|
|
692.5
|
|
682.3
|
|
|
|
|
1,856.7
|
|
1,820.0
|
|
|
Accumulated depreciation and amortization
|
|
(1,098.0)
|
|
(1,026.2)
|
|
|
Property and equipment, net
|
$
|
758.7
|
|
793.8
|
|
(a)
|
Amortization of capitalized software costs included in continuing operations was $17.9 million in 2013, $15.4 million in 2012 and $13.2 million in 2011.
|
|
|
|
Estimated Fair
|
|||
|
|
|
Value at
|
|||
|
(In millions)
|
January 31, 2013
|
||||
|
|
|
|
|
|
|
|
Fair value of purchase consideration
|
|
|
|
|
|
|
Cash paid for 100% of shares
|
$
|
|
25.9
|
|
|
|
Fair value of contingent consideration
|
|
|
1.8
|
|
|
|
Fair value of purchase consideration
|
$
|
|
27.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired
|
|
|
|
|
|
|
Cash
|
$
|
|
10.0
|
|
|
|
Accounts receivable
|
|
|
7.8
|
|
|
|
Other current assets
|
|
|
19.9
|
|
|
|
Property and equipment
|
|
|
4.0
|
|
|
|
Intangible assets(a)
|
|
|
11.8
|
|
|
|
Goodwill(b)
|
|
|
14.0
|
|
|
|
Current liabilities
|
|
|
(38.8)
|
|
|
|
Noncurrent liabilities
|
|
|
(1.0)
|
|
|
|
Fair value of net assets acquired
|
$
|
|
27.7
|
|
|
(a)
|
Intangible assets are primarily comprised of agent relationships and contractual agreements with the major Brazilian telecommunications companies. As of the acquisition date, the weighted-average amortization period for these intangible assets was 10.9 years.
|
(b)
|
Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rede Trel's distribution network into our existing ePago business. All of the goodwill has been assigned to the Latin America reporting unit and is expected to be deductible for tax purposes.
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
Gross Carrying
|
|
Accumulated
|
|
Net Carrying
|
|
Gross Carrying
|
|
Accumulated
|
|
Net Carrying
|
||||||
|
(In millions)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amount
|
|
Amortization
|
|
Amount
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
$
|
23.8
|
|
|
(12.6)
|
|
|
11.2
|
|
$
|
27.1
|
|
|
(11.6)
|
|
|
15.5
|
|
|
|
EMEA
|
|
28.7
|
|
|
(24.7)
|
|
|
4.0
|
|
|
31.9
|
|
|
(27.3)
|
|
|
4.6
|
|
|
|
North America
|
|
3.0
|
|
|
(3.0)
|
|
|
-
|
|
|
12.9
|
|
|
(5.4)
|
|
|
7.5
|
|
|
|
Asia Pacific
|
|
13.6
|
|
|
(3.2)
|
|
|
10.4
|
|
|
17.1
|
|
|
(3.3)
|
|
|
13.8
|
|
|
Indefinite-lived trade names:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
11.5
|
|
|
-
|
|
|
11.5
|
|
|
11.7
|
|
|
-
|
|
|
11.7
|
|
|
|
EMEA
|
|
0.3
|
|
|
-
|
|
|
0.3
|
|
|
0.3
|
|
|
-
|
|
|
0.3
|
|
|
|
Asia Pacific
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1.0
|
|
|
-
|
|
|
1.0
|
|
|
Finite-lived trade names:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
1.7
|
|
|
(1.3)
|
|
|
0.4
|
|
|
1.4
|
|
|
(1.4)
|
|
|
-
|
|
|
|
EMEA
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.1
|
|
|
(0.1)
|
|
|
-
|
|
|
|
North America
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1.7
|
|
|
(0.1)
|
|
|
1.6
|
|
|
|
Asia Pacific
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.5
|
|
|
(0.5)
|
|
|
-
|
|
|
Other contract-related assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
9.3
|
|
|
(0.8)
|
|
|
8.5
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
0.8
|
|
|
(0.8)
|
|
|
-
|
|
|
1.0
|
|
|
(1.0)
|
|
|
-
|
|
|
|
EMEA
|
|
1.2
|
|
|
(1.2)
|
|
|
-
|
|
|
1.4
|
|
|
(1.3)
|
|
|
0.1
|
|
|
|
Asia Pacific
|
|
0.9
|
|
|
(0.9)
|
|
|
-
|
|
|
1.0
|
|
|
(1.0)
|
|
|
-
|
|
|
Total
|
$
|
94.8
|
|
|
(48.5)
|
|
|
46.3
|
|
$
|
109.1
|
|
|
(53.0)
|
|
|
56.1
|
|
|
|
|
|
|
December 31, 2013
|
||||||||||||||||
|
|
|
|
|
Beginning
|
|
Acquisitions/
|
|
Amortization
|
|
|
|
|
|
|
|
Ending
|
|
|||
|
(In millions)
|
|
Balance
|
|
Dispositions
|
|
Expense(a)
|
|
Adjustments
|
|
Currency
|
|
Balance
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
43.6
|
|
|
14.0
|
|
|
-
|
|
|
-
|
|
|
(7.6)
|
|
|
50.0
|
|
|
|
|
EMEA
|
|
142.1
|
|
|
1.8
|
|
|
-
|
|
|
-
|
|
|
4.1
|
|
|
148.0
|
|
|
|
|
North America
|
|
20.5
|
|
|
(2.4)
|
|
|
-
|
|
|
-
|
|
|
(0.9)
|
|
|
17.2
|
|
|
|
|
Asia Pacific
|
|
37.6
|
|
|
(9.4)
|
|
|
-
|
|
|
-
|
|
|
(3.2)
|
|
|
25.0
|
|
|
|
Total goodwill
|
|
243.8
|
|
|
4.0
|
|
|
-
|
|
|
-
|
|
|
(7.6)
|
|
|
240.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Customer relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
15.5
|
|
|
-
|
|
|
(2.7)
|
|
|
-
|
|
|
(1.6)
|
|
|
11.2
|
|
|
|
|
EMEA
|
|
4.6
|
|
|
0.8
|
|
|
(1.6)
|
|
|
-
|
|
|
0.2
|
|
|
4.0
|
|
|
|
|
North America
|
|
7.5
|
|
|
(5.9)
|
|
|
(1.3)
|
|
|
-
|
|
|
(0.3)
|
|
|
-
|
|
|
|
|
Asia Pacific
|
|
13.8
|
|
|
(1.0)
|
|
|
(1.0)
|
|
|
-
|
|
|
(1.4)
|
|
|
10.4
|
|
|
|
Indefinite-lived trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
11.7
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(0.2)
|
|
|
11.5
|
|
|
|
|
EMEA
|
|
0.3
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.3
|
|
|
|
|
Asia Pacific
|
|
1.0
|
|
|
-
|
|
|
-
|
|
|
(0.9)
|
|
|
(0.1)
|
|
|
-
|
|
|
|
Finite-lived trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
-
|
|
|
0.7
|
|
|
(0.1)
|
|
|
-
|
|
|
(0.2)
|
|
|
0.4
|
|
|
|
|
North America
|
|
1.6
|
|
|
(1.4)
|
|
|
(0.1)
|
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
|
Other contract-related assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
-
|
|
|
11.1
|
|
|
(0.9)
|
|
|
-
|
|
|
(1.7)
|
|
|
8.5
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
|
0.1
|
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Total other intangibles
|
$
|
56.1
|
|
|
4.3
|
|
|
(7.8)
|
|
|
(0.9)
|
|
|
(5.4)
|
|
|
46.3
|
|
(a)
|
Includes amortization expense of $1.3 million in 2013 that has been reclassified to discontinued operations.
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||||
|
|
|
|
|
Beginning
|
|
Acquisitions/
|
|
Amortization
|
|
|
|
|
|
|
|
Ending
|
|
|||
|
(In millions)
|
|
Balance
|
|
Dispositions
|
|
Expense(a)
|
|
Adjustments
|
|
Currency
|
|
Balance
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Latin America
|
$
|
46.7
|
|
|
0.2
|
|
|
-
|
|
|
-
|
|
|
(3.3)
|
|
|
43.6
|
|
|
|
|
EMEA
|
|
126.0
|
|
|
15.1
|
|
|
-
|
|
|
(2.1)
|
|
|
3.1
|
|
|
142.1
|
|
|
|
|
North America
|
|
20.1
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.4
|
|
|
20.5
|
|
|
|
|
Asia Pacific
|
|
38.6
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1.0)
|
|
|
37.6
|
|
|
|
Total goodwill
|
|
231.4
|
|
|
15.3
|
|
|
-
|
|
|
(2.1)
|
|
|
(0.8)
|
|
|
243.8
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Customer relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
18.5
|
|
|
1.3
|
|
|
(3.0)
|
|
|
-
|
|
|
(1.3)
|
|
|
15.5
|
|
|
|
|
EMEA
|
|
6.4
|
|
|
1.0
|
|
|
(2.7)
|
|
|
-
|
|
|
(0.1)
|
|
|
4.6
|
|
|
|
|
North America
|
|
8.9
|
|
|
-
|
|
|
(1.6)
|
|
|
-
|
|
|
0.2
|
|
|
7.5
|
|
|
|
|
Asia Pacific
|
|
15.3
|
|
|
-
|
|
|
(1.1)
|
|
|
-
|
|
|
(0.4)
|
|
|
13.8
|
|
|
|
Indefinite-lived trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
10.8
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.9
|
|
|
11.7
|
|
|
|
|
EMEA
|
|
0.3
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
0.3
|
|
|
|
|
Asia Pacific
|
|
1.0
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1.0
|
|
|
|
Finite-lived trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
0.1
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
|
|
North America
|
|
1.6
|
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
0.1
|
|
|
1.6
|
|
|
|
|
Asia Pacific
|
|
0.1
|
|
|
-
|
|
|
(0.1)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latin America
|
|
0.2
|
|
|
-
|
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
EMEA
|
|
0.4
|
|
|
(0.1)
|
|
|
(0.1)
|
|
|
-
|
|
|
(0.1)
|
|
|
0.1
|
|
|
|
|
Asia Pacific
|
|
0.2
|
|
|
-
|
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Total other intangibles
|
$
|
63.8
|
|
|
2.2
|
|
|
(9.1)
|
|
|
-
|
|
|
(0.8)
|
|
|
56.1
|
|
(a)
|
Includes amortization expense of $1.9 million in 2012 that has been reclassified to discontinued operations.
|
|
(In millions)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense
|
$
|
5.3
|
|
4.7
|
|
4.1
|
|
3.5
|
|
3.0
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
Prepaid pension assets
|
$
|
28.6
|
|
21.9
|
|
|
Equity method investment in unconsolidated entities
|
|
15.8
|
|
15.6
|
|
|
Available-for-sale securities
|
|
4.5
|
|
5.3
|
|
|
Other
|
|
49.5
|
|
36.6
|
|
|
Other assets
|
$
|
98.4
|
|
79.4
|
|
|
|
|
|
Amounts Arising During
|
|
Amounts Reclassified to
|
|
|
|
||||
|
|
|
|
the Current Period
|
|
Net Income (Loss)
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
|
|
|
|
|
|
|
|
Income
|
|
|
|
Income
|
|
Comprehensive
|
|
|
(In millions)
|
|
Pretax
|
|
Tax
|
|
Pretax
|
|
Tax
|
|
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink's:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
$
|
251.9
|
|
(114.1)
|
|
76.4
|
|
(27.1)
|
|
187.1
|
|
|
|
Foreign currency translation adjustments
|
|
(30.9)
|
|
-
|
|
(0.5)
|
|
0.1
|
|
(31.3)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
(0.3)
|
|
0.1
|
|
0.4
|
|
(0.2)
|
|
-
|
|
|
|
Gains (losses) on cash flow hedges
|
|
2.9
|
|
-
|
|
(2.3)
|
|
-
|
|
0.6
|
|
|
|
|
223.6
|
|
(114.0)
|
|
74.0
|
|
(27.2)
|
|
156.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
|
(0.9)
|
|
0.3
|
|
0.3
|
|
(0.1)
|
|
(0.4)
|
|
|
|
Foreign currency translation adjustments
|
|
(1.4)
|
|
-
|
|
-
|
|
-
|
|
(1.4)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Gains (losses) on cash flow hedges
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
(2.3)
|
|
0.3
|
|
0.3
|
|
(0.1)
|
|
(1.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a)
|
|
251.0
|
|
(113.8)
|
|
76.7
|
|
(27.2)
|
|
186.7
|
|
|
|
Foreign currency translation adjustments(b)
|
|
(32.3)
|
|
-
|
|
(0.5)
|
|
0.1
|
|
(32.7)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities(c)
|
|
(0.3)
|
|
0.1
|
|
0.4
|
|
(0.2)
|
|
-
|
|
|
|
Gains (losses) on cash flow hedges(d)
|
|
2.9
|
|
-
|
|
(2.3)
|
|
-
|
|
0.6
|
|
|
|
$
|
221.3
|
|
(113.7)
|
|
74.3
|
|
(27.3)
|
|
154.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink's:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
$
|
(53.4)
|
|
17.3
|
|
78.3
|
|
(27.2)
|
|
15.0
|
|
|
|
Foreign currency translation adjustments
|
|
1.0
|
|
(0.2)
|
|
-
|
|
-
|
|
0.8
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
0.8
|
|
(0.2)
|
|
(2.9)
|
|
1.0
|
|
(1.3)
|
|
|
|
|
(51.6)
|
|
16.9
|
|
75.4
|
|
(26.2)
|
|
14.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
|
(2.9)
|
|
-
|
|
-
|
|
-
|
|
(2.9)
|
|
|
|
Foreign currency translation adjustments
|
|
2.4
|
|
-
|
|
-
|
|
-
|
|
2.4
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
(0.5)
|
|
-
|
|
-
|
|
-
|
|
(0.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a)
|
|
(56.3)
|
|
17.3
|
|
78.3
|
|
(27.2)
|
|
12.1
|
|
|
|
Foreign currency translation adjustments
|
|
3.4
|
|
(0.2)
|
|
-
|
|
-
|
|
3.2
|
|
|
|
Unrealized gains (losses) on available-for-sale securities(c)
|
|
0.8
|
|
(0.2)
|
|
(2.9)
|
|
1.0
|
|
(1.3)
|
|
|
|
$
|
(52.1)
|
|
16.9
|
|
75.4
|
|
(26.2)
|
|
14.0
|
|
|
|
|
|
Amounts Arising During
|
|
Amounts Reclassified to
|
|
|
|
||||
|
|
|
|
the Current Period
|
|
Net Income (Loss)
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
|
|
|
|
|
|
|
|
Income
|
|
|
|
Income
|
|
Comprehensive
|
|
|
(In millions)
|
|
Pretax
|
|
Tax
|
|
Pretax
|
|
Tax
|
|
Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to Brink's:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
$
|
(253.2)
|
|
89.4
|
|
52.0
|
|
(17.6)
|
|
(129.4)
|
|
|
|
Foreign currency translation adjustments
|
|
(48.4)
|
|
1.7
|
|
-
|
|
-
|
|
(46.7)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
2.0
|
|
-
|
|
(4.4)
|
|
0.9
|
|
(1.5)
|
|
|
|
|
(299.6)
|
|
91.1
|
|
47.6
|
|
(16.7)
|
|
(177.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
Foreign currency translation adjustments
|
|
(2.1)
|
|
-
|
|
-
|
|
-
|
|
(2.1)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities
|
|
0.1
|
|
-
|
|
-
|
|
-
|
|
0.1
|
|
|
|
|
(2.0)
|
|
-
|
|
-
|
|
-
|
|
(2.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a)
|
|
(253.2)
|
|
89.4
|
|
52.0
|
|
(17.6)
|
|
(129.4)
|
|
|
|
Foreign currency translation adjustments
|
|
(50.5)
|
|
1.7
|
|
-
|
|
-
|
|
(48.8)
|
|
|
|
Unrealized gains (losses) on available-for-sale securities(c)
|
|
2.1
|
|
-
|
|
(4.4)
|
|
0.9
|
|
(1.4)
|
|
|
|
$
|
(301.6)
|
|
91.1
|
|
47.6
|
|
(16.7)
|
|
(179.6)
|
|
(a)
|
The amortization of prior experience losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service costs, interest costs, expected returns on assets, and settlement costs. The total pretax expense is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis:
|
|
|
|
|
|
December 31,
|
|
||||
|
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic retirement benefit cost included in:
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
$
|
66.8
|
|
64.7
|
|
41.4
|
|
|
|
|
Selling, general and administrative expenses
|
|
17.5
|
|
19.8
|
|
8.2
|
|
(b)
|
Pretax foreign currency translation adjustments reclassified to the income statement in 2013 relate to the sale of ICD Limited and its affiliates, as well as CIT operations in Hungary, and Poland. The amounts are included in loss from discontinued operations in the income statement.
|
(c)
|
Gains and losses on sales of available-for-sale securities are reclassified from accumulated other comprehensive loss to the income statement when the gains or losses are realized. Pretax amounts are classified in the income statement as interest and other income (expense).
|
(d)
|
Pretax gains and losses on cash flow hedges are classified in the income statement as
|
·
|
other operating income (expense) ($3.3 million gains in 2013)
|
·
|
interest and other income (expense) ($1.0 million losses in 2013)
|
|
|
|
|
Benefit Plan Adjustments
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Available-for-Sale Securities
|
|
Gains (Losses) on Cash Flow Hedges
|
|
Total
|
|
|
(In millions)
|
|
|
|
|
|
|
||||||
|
Balance as of December 31,2010
|
$
|
(550.7)
|
|
(64.0)
|
|
4.4
|
|
-
|
|
(610.3)
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(163.8)
|
|
(46.7)
|
|
2.0
|
|
-
|
|
(208.5)
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
34.4
|
|
-
|
|
(3.5)
|
|
-
|
|
30.9
|
|
|
Balance as of December 31, 2011
|
|
(680.1)
|
|
(110.7)
|
|
2.9
|
|
-
|
|
(787.9)
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(36.1)
|
|
0.8
|
|
0.6
|
|
-
|
|
(34.7)
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
51.1
|
|
-
|
|
(1.9)
|
|
-
|
|
49.2
|
|
|
Balance as of December 31, 2012
|
|
(665.1)
|
|
(109.9)
|
|
1.6
|
|
-
|
|
(773.4)
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
137.8
|
|
(30.9)
|
|
(0.2)
|
|
2.9
|
|
109.6
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
49.3
|
|
(0.4)
|
|
0.2
|
|
(2.3)
|
|
46.8
|
|
|
Other comprehensive income (loss) attributable to Brink's
|
|
187.1
|
|
(31.3)
|
|
-
|
|
0.6
|
|
156.4
|
|
|
|
Acquisitions of noncontrolling interests
|
|
-
|
|
(0.3)
|
|
-
|
|
-
|
|
(0.3)
|
|
|
|
Balance as of December 31, 2013
|
$
|
(478.0)
|
|
(141.5)
|
|
1.6
|
|
0.6
|
|
(617.3)
|
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
DTA bonds
|
|
|
|
|
|
|
|
|
Carrying value
|
$
|
43.2
|
|
43.2
|
|
|
|
Fair value
|
|
42.8
|
|
43.4
|
|
|
|
|
|
|
|
|
|
|
Unsecured notes issued in a private placement
|
|
|
|
|
|
|
|
|
Carrying value
|
|
100.0
|
|
100.0
|
|
|
|
Fair value
|
|
105.8
|
|
110.5
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
Payroll and other employee liabilities
|
$
|
172.8
|
|
168.9
|
|
|
Taxes, except income taxes
|
|
110.5
|
|
109.8
|
|
|
Cash held by Cash Management Services operations(a)
|
|
31.3
|
|
44.0
|
|
|
Workers’ compensation and other claims
|
|
24.3
|
|
24.4
|
|
|
Retirement benefits (see note 3)
|
|
10.3
|
|
13.4
|
|
|
Income taxes payable
|
|
14.5
|
|
16.1
|
|
|
Other
|
|
143.8
|
|
139.9
|
|
|
Accrued liabilities
|
$
|
507.5
|
|
516.5
|
|
(a)
|
Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we record a liability while the cash is in our possession.
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
Workers’ compensation and other claims
|
$
|
42.1
|
|
44.2
|
|
|
Post-employment benefits
|
|
42.0
|
|
40.2
|
|
|
Asset retirement and remediation obligations
|
|
18.9
|
|
17.9
|
|
|
Employee-related liabilities
|
|
14.0
|
|
17.1
|
|
|
Noncurrent tax liabilities
|
|
10.2
|
|
11.6
|
|
|
Other
|
|
43.4
|
|
46.4
|
|
|
Other liabilities
|
$
|
170.6
|
|
177.4
|
|
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
Bank credit facilities:
|
|
|
|
|
|
||
|
|
Revolving Facility (year-end weighted average interest
|
|
|
|
|
|
|
|
|
|
rate of 1.6% in 2013 and 1.5% in 2012)
|
$
|
120.6
|
|
107.2
|
|
|
|
Private Placement Notes (Series A interest rate of 4.6%, Series B interest
|
|
|
|
|
|
|
|
|
|
rate of 5.2%), due 2021
|
|
100.0
|
|
100.0
|
|
|
|
Other non-U.S. dollar-denominated facilities (year-end weighted
|
|
|
|
|
|
|
|
|
|
average interest rate of 5.7% in 2013 and 7.7% in 2012)
|
|
14.9
|
|
20.9
|
|
|
Dominion Terminal Associates 6.0% bonds, due 2033
|
|
43.2
|
|
43.2
|
|
||
|
Capital leases (average rates: 3.7% in 2013 and 4.2% in 2012)
|
|
76.4
|
|
91.3
|
|
||
|
|
|
Total long-term debt
|
$
|
355.1
|
|
362.6
|
|
|
|
|
|
|
|
|
|
|
|
Included in:
|
|
|
|
|
|
||
|
|
Current liabilities
|
$
|
24.6
|
|
27.0
|
|
|
|
|
Noncurrent liabilities
|
|
330.5
|
|
335.6
|
|
|
|
|
|
Total long-term debt
|
$
|
355.1
|
|
362.6
|
|
Minimum repayments of long-term debt are as follows:
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Capital leases
|
|
Other long-term debt
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
$
|
20.5
|
|
|
4.1
|
|
|
24.6
|
|
|
2015
|
|
20.7
|
|
|
13.7
|
|
|
34.4
|
|
|
2016
|
|
13.7
|
|
|
9.1
|
|
|
22.8
|
|
|
2017
|
|
10.4
|
|
|
129.7
|
|
|
140.1
|
|
|
2018
|
|
6.4
|
|
|
7.1
|
|
|
13.5
|
|
|
Later years
|
|
4.7
|
|
|
115.0
|
|
|
119.7
|
|
|
Total
|
$
|
76.4
|
|
|
278.7
|
|
|
355.1
|
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
Asset class:
|
|
|
|
|
|
|
|
|
Buildings
|
$
|
2.6
|
|
4.9
|
|
|
|
Vehicles
|
|
103.7
|
|
108.2
|
|
|
|
Machinery and equipment
|
|
31.8
|
|
36.5
|
|
|
|
|
|
138.1
|
|
149.6
|
|
|
|
Less: accumulated amortization
|
|
(57.6)
|
|
(47.4)
|
|
|
|
Total
|
$
|
80.5
|
|
102.2
|
|
|
|
|
December 31,
|
|
||
|
(In millions)
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
|
Trade
|
$
|
595.2
|
|
590.7
|
|
|
Other
|
|
35.2
|
|
30.8
|
|
|
Total accounts receivable
|
|
630.4
|
|
621.5
|
|
|
Allowance for doubtful accounts
|
|
(8.2)
|
|
(9.2)
|
|
|
Accounts receivable, net
|
$
|
622.2
|
|
612.3
|
|
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||
|
|
Beginning of year
|
$
|
9.2
|
|
8.9
|
|
7.2
|
|
|
|
|
Provision for uncollectible accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
4.1
|
|
1.7
|
|
3.0
|
|
|
|
|
Discontinued operations
|
|
0.1
|
|
1.0
|
|
1.0
|
|
|
|
Write offs less recoveries
|
|
(3.9)
|
|
(1.0)
|
|
(1.4)
|
|
|
|
|
Foreign currency exchange effects
|
|
(1.3)
|
|
(1.4)
|
|
(0.9)
|
|
|
|
|
End of year
|
$
|
8.2
|
|
9.2
|
|
8.9
|
|
|
(In millions)
|
|
Facilities
|
|
Vehicles
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
$
|
55.0
|
|
13.4
|
|
13.1
|
|
81.5
|
|
|
2015
|
|
42.3
|
|
8.2
|
|
14.8
|
|
65.3
|
|
|
2016
|
|
29.8
|
|
3.3
|
|
15.6
|
|
48.7
|
|
|
2017
|
|
21.4
|
|
0.5
|
|
0.1
|
|
22.0
|
|
|
2018
|
|
15.7
|
|
0.2
|
|
-
|
|
15.9
|
|
|
Later years
|
|
43.0
|
|
-
|
|
-
|
|
43.0
|
|
|
|
$
|
207.2
|
|
25.6
|
|
43.6
|
|
276.4
|
|
|
Assumptions Used to Estimate Fair Value of 2013 Grants of PSUs and MSUs
|
|
PSUs
|
|
MSUs
|
|
|
|
|
|
|
|
|
|
|
|
Number of target shares, in thousands
|
|
210
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to estimate fair value
|
|
|
|
|
|
|
|
|
Beginning average price of Brink’s common stock(a)
|
$
|
27.59
|
|
27.59
|
|
|
|
Expected dividend yield for the TSR provision of PSU awards(b)
|
|
0%
|
|
n/a
|
|
|
|
Expected dividend yield for PSUs and MSUs(c)
|
|
0%
|
|
0%
|
|
|
|
Expected volatility(d)
|
|
39%
|
|
39%
|
|
|
|
Risk-free interest rate
|
|
0.3%
|
|
0.3%
|
|
|
|
Expected term in years(e)
|
|
2.7
|
|
2.7
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value estimates at grant date(f):
|
|
|
|
|
|
|
|
|
In millions
|
$
|
5.5
|
|
2.5
|
|
|
|
Fair value per share
|
$
|
26.22
|
|
26.42
|
|
(a)
|
The beginning average price of Brink’s common stock was based on the 20-day trading average price from March 4, 2013 to April 1, 2013.
|
(b)
|
The expected dividend yield for the TSR provision of the PSU awards assumes that dividends are reinvested. The stock price projection assumes a 0% dividend yield, which is equivalent to reinvesting dividends over the performance period.
|
(c)
|
The expected yield is 0% because neither the PSUs nor the MSUs are entitled to dividends during the performance period.
|
(d)
|
The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
|
(e)
|
The expected term of the awards was based on the performance measurement period ending December 31, 2015.
|
(f)
|
For PSUs, the grant date fair value is based on the target level of the award. Total compensation cost of the PSUs recognized is subject to adjustment based on the actual level of achievement of the underlying financial goal.
|
|
|
|
|
|
||||||||
|
Assumptions Used to Estimate Fair Value of Grants of Stock Options
|
|
2012
|
|
2011
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares underlying options, in thousands
|
|
|
|
396
|
|
|
|
290
|
|
||
|
Weighted-average exercise price per share
|
$
|
|
|
22.55
|
|
|
|
31.47
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions used to estimate fair value
|
|
|
|
|
|
|
|
|
|
||
|
|
Expected dividend yield(a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
|
|
|
|
1.8%
|
|
|
|
1.3%
|
|
|
|
Expected volatility(b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
|
|
|
|
40%
|
|
|
|
36%
|
|
|
|
|
Range
|
|
39%
|
–
|
40%
|
|
36%
|
–
|
37%
|
|
|
|
Risk-free interest rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
|
|
|
|
0.6%
|
|
|
|
1.2%
|
|
|
|
|
Range
|
|
0.4%
|
–
|
0.9%
|
|
0.5%
|
–
|
1.9%
|
|
|
|
Expected term in years(c):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
|
|
|
|
4.3
|
|
|
|
3.8
|
|
|
|
|
Range
|
|
3.3
|
–
|
5.3
|
|
1.9
|
–
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value estimates at grant date:
|
|
|
|
|
|
|
|
|
|
||
|
|
In millions
|
$
|
|
|
2.5
|
|
|
|
2.4
|
|
|
|
|
Fair value per share
|
$
|
|
|
6.32
|
|
|
|
8.17
|
|
(a)
|
The expected dividend yield is the calculated yield on Brink’s common stock at the time of the grant.
|
(b)
|
The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
|
(c)
|
The expected term of the options was based on historical option exercise, expiration and post-vesting cancellation behaviors.
|
·
|
$4.4 million associated with RSUs over a weighted average period of 1.7 years,
|
·
|
$3.8 million associated with PSUs over a weighted average period of 1.8 years,
|
·
|
$0.8 million associated with MSUs over a weighted average period of 0.4 years,
|
·
|
$0.3 million associated with options over a weighted average period of 1.1 years.
|
Nonvested Share Activity - MSUs and PSUs
|
||||||||||||||
|
|
Number of shares
|
|
Weighted-Average
|
|
|||||||||
|
|
|
|
|
|
|
|
|
Grant-Date
|
|
||||
|
(in thousands of shares, except for per share amounts)
|
PSUs
|
|
MSUs
|
|
Total
|
|
Fair Value
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2012
|
-
|
|
|
-
|
|
|
-
|
|
$
|
-
|
|
|
|
|
Granted
|
210.4
|
|
|
96.2
|
|
|
306.6
|
|
|
26.28
|
|
|
|
|
Cancelled awards
|
(11.1)
|
|
|
-
|
|
|
(11.1)
|
|
|
26.22
|
|
|
|
|
|
Balance as of December 31, 2013
|
199.3
|
|
|
96.2
|
|
|
295.5
|
|
$
|
26.28
|
|
|
Nonvested Share Activity - RSUs and DSUs
|
|
|||||||||||||
|
|
Number of shares
|
|
|
Weighted-Average
|
|
||||||||
|
|
|
|
|
|
|
|
|
Grant-Date
|
|
||||
|
(in thousands of shares, except for per share amounts)
|
RSUs
|
|
DSUs
|
|
Total
|
|
Fair Value
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010
|
299.5
|
|
|
29.1
|
|
|
328.6
|
|
$
|
22.84
|
|
|
|
|
Granted
|
143.7
|
|
|
15.8
|
|
|
159.5
|
|
|
30.43
|
|
|
|
|
Cancelled awards
|
(16.5)
|
|
|
-
|
|
|
(16.5)
|
|
|
23.65
|
|
|
|
|
Vested
|
(127.1)
|
|
|
(29.1)
|
|
|
(156.2)
|
|
|
24.13
|
|
|
|
|
|
Balance as of December 31, 2011
|
299.6
|
|
|
15.8
|
|
|
315.4
|
|
|
25.99
|
|
|
|
Granted
|
321.0
|
|
|
23.0
|
|
|
344.0
|
|
|
22.21
|
|
|
|
|
Cancelled awards
|
(21.3)
|
|
|
-
|
|
|
(21.3)
|
|
|
24.53
|
|
|
|
|
Vested
|
(191.4)
|
|
|
(15.8)
|
|
|
(207.2)
|
|
|
25.68
|
|
|
|
|
|
Balance as of December 31, 2012
|
407.9
|
|
|
23.0
|
|
|
430.9
|
|
|
23.19
|
|
|
|
Granted
|
206.6
|
|
|
19.2
|
|
|
225.8
|
|
|
26.22
|
|
|
|
|
Cancelled awards
|
(66.9)
|
|
|
-
|
|
|
(66.9)
|
|
|
24.16
|
|
|
|
|
Vested
|
(151.2)
|
|
|
(23.0)
|
|
|
(174.2)
|
|
|
23.19
|
|
|
|
|
|
Balance as of December 31, 2013
|
396.4
|
|
|
19.2
|
|
|
415.6
|
|
$
|
24.68
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
Aggregate
|
|
||
|
|
|
|
Shares
|
|
Weighted- Average
|
|
Remaining Contractual
|
|
Intrinsic Value
|
|
||||
|
|
|
(in thousands)
|
|
Exercise Price Per Share
|
|
Term (in years)
|
|
(in millions)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010
|
|
3,355
|
|
|
29.10
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
290
|
|
|
31.47
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(562)
|
|
|
20.66
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
(116)
|
|
|
29.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011
|
|
2,967
|
|
|
30.92
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
396
|
|
|
22.55
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(71)
|
|
|
19.04
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
(680)
|
|
|
29.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
2,612
|
|
|
30.23
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(302)
|
|
|
22.30
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
(835)
|
|
|
34.25
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,475
|
|
$
|
29.58
|
|
|
2.3
|
|
$
|
7.2
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of the above, as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
1,154
|
|
$
|
30.92
|
|
|
1.7
|
|
$
|
4.2
|
|
|
|
|
Expected to vest in future periods(a)
|
|
314
|
|
$
|
24.81
|
|
|
4.3
|
|
$
|
2.9
|
|
|
(a)
|
The number of options expected to vest takes into account an estimate of expected forfeitures.
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic(a)
|
48.7
|
|
48.4
|
|
47.8
|
|
|
Effect of dilutive stock awards
|
0.3
|
|
0.2
|
|
0.3
|
|
|
Diluted(a)
|
49.0
|
|
48.6
|
|
48.1
|
|
|
|
|
|
|
|
|
|
|
Antidilutive stock awards excluded from denominator
|
1.3
|
|
2.4
|
|
2.3
|
|
(a)
|
We have deferred compensation plans for directors and certain of our employees. Amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans. Additionally, non-participating restricted stock units are also included in the computation of basic weighted average shares when the requisite service period has been completed. Accordingly, basic and diluted shares include weighted-average units of 0.6 million in 2013, 0.9 million in 2012 and 1.1 million in 2011.
|
|
|
|
Years Ended December 31,
|
|
|||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations(a)(b)
|
$
|
(26.0)
|
|
(22.5)
|
|
(21.8)
|
|
|
|
Gain (loss) on sales(a)
|
|
16.3
|
|
(0.3)
|
|
-
|
|
|
|
Settlement loss related to Belgium bankruptcy
|
|
-
|
|
-
|
|
(10.1)
|
|
|
|
Adjustments to contingencies of former operations(c):
|
|
|
|
|
|
|
|
|
|
|
Workers’ compensation
|
|
(1.7)
|
|
(0.2)
|
|
(1.4)
|
|
|
|
Gain from Federal Black Lung Excise Tax refunds
|
|
-
|
|
-
|
|
4.2
|
|
|
|
Other
|
|
1.0
|
|
(0.3)
|
|
(0.6)
|
|
|
Loss from discontinued operations before income taxes
|
|
(10.4)
|
|
(23.3)
|
|
(29.7)
|
|
|
|
Provision (benefit) for income taxes
|
|
4.7
|
|
(1.0)
|
|
(3.9)
|
|
|
|
Loss from discontinued operations, net of tax
|
$
|
(15.1)
|
|
(22.3)
|
|
(25.8)
|
|
(a)
|
Discontinued operations include gains and losses related to businesses that Brink’s recently sold or shut down. These include ICD Limited and its affiliates, Threshold Financial Technologies Inc. in Canada, cash-in-transit operations in Germany, Hungary, Turkey, Poland, and Belgium, and guarding operations in France, Morocco, and Germany. Interest expense included in discontinued operations was $0.4 million in 2013, and $0.7 million in 2012 and $0.9 million in 2011.
|
(b)
|
The loss from operations in 2013 includes $16.2 million of severance expenses paid to terminate certain employees of the German cash-in-transit operations. We contributed a portion of the cost to fund the severance payments to the business prior to the execution of the sale transaction.
|
(c)
|
Primarily relates to former coal businesses and BAX Global, a former freight forwarding and logistics business.
|
·
|
Poland (sold in March 2013)
|
·
|
Turkey (shut down in June 2013)
|
·
|
Hungary (sold in September 2013)
|
·
|
Germany (sold in December 2013)
|
·
|
Morocco (December 2012)
|
·
|
France (January 2013)
|
·
|
Germany (July 2013)
|
·
|
We sold Threshold Financial Technologies, Inc. in Canada in November 2013. Threshold operated private-label ATM network and payment processing businesses. Brink’s continues to own and operate Brink’s Integrated Managed Services for ATM customers.
|
·
|
We sold ICD Limited and other affiliated subsidiaries in November 2013. ICD designed and installed security systems for commercial customers and had operations in China and other locations in Asia.
|
|
|
|
December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
77.6
|
|
136.9
|
|
153.9
|
|
|
North America
|
|
41.2
|
|
52.1
|
|
50.8
|
|
|
Asia Pacific
|
|
23.6
|
|
22.5
|
|
17.9
|
|
|
Total
|
$
|
142.4
|
|
211.5
|
|
222.6
|
|
|
|
|
|
Years Ended December 31,
|
|||||
|
|
(In millions)
|
|
2013
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
German CIT Operation:
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
56.4
|
|
57.7
|
|
62.4
|
|
|
|
Losses from operations before tax
|
|
(24.3)
|
|
(10.0)
|
|
(11.1)
|
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
23.7
|
|
22.7
|
|
22.3
|
|
|
|
Income taxes, net
|
|
92.7
|
|
89.3
|
|
79.8
|
|
|
|
|
Years Ended December 31,
|
|
||||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Share in earnings of equity affiliates
|
$
|
6.7
|
|
6.0
|
|
4.8
|
|
||
|
Gains on business acquisitions and dispositions
|
|
2.8
|
|
0.8
|
|
9.2
|
|
||
|
Royalty income
|
|
1.9
|
|
2.1
|
|
1.7
|
|
||
|
Gains on sale of property and other assets
|
|
2.4
|
|
7.6
|
|
1.2
|
|
||
|
Impairment losses
|
|
(2.9)
|
|
(2.4)
|
|
(2.4)
|
|
||
|
Foreign currency items:
|
|
|
|
|
|
|
|
||
|
|
Transaction losses
|
|
(20.2)
|
|
(4.2)
|
|
(3.7)
|
|
|
|
|
Hedge gains (losses)
|
|
(0.4)
|
|
0.2
|
|
2.2
|
|
|
|
Other
|
|
0.3
|
|
0.9
|
|
5.0
|
|
||
|
|
|
Other operating income (expense)
|
$
|
(9.4)
|
|
11.0
|
|
18.0
|
|
|
|
|
Years Ended December 31,
|
|
||||
|
(In millions)
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
$
|
2.7
|
|
4.8
|
|
5.7
|
|
|
Gain on available-for-sale securities
|
|
0.4
|
|
2.9
|
|
4.4
|
|
|
Foreign currency hedge losses
|
|
(1.0)
|
|
-
|
|
-
|
|
|
Other
|
|
(0.5)
|
|
(0.5)
|
|
(1.2)
|
|
|
Total
|
$
|
1.6
|
|
7.2
|
|
8.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 Quarters
|
|
|
2012 Quarters
|
|
||||||||||||
|
(In millions, except for per share amounts)
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
950.5
|
|
969.9
|
|
982.4
|
|
1,039.4
|
|
$
|
917.1
|
|
914.6
|
|
926.2
|
|
977.1
|
|
|
|
Segment operating profit
|
|
34.3
|
|
54.4
|
|
79.9
|
|
84.2
|
|
|
73.1
|
|
52.1
|
|
67.0
|
|
71.7
|
|
|
|
Operating profit
|
|
17.3
|
|
32.8
|
|
59.2
|
|
62.4
|
|
|
48.8
|
|
30.8
|
|
45.0
|
|
50.4
|
|
|
|
Amounts attributable to Brink’s:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
2.9
|
|
13.2
|
|
29.8
|
|
26.0
|
|
$
|
22.5
|
|
33.6
|
|
21.1
|
|
34.0
|
|
|
|
Discontinued operations
|
|
(19.5)
|
|
(4.5)
|
|
(6.0)
|
|
14.9
|
|
|
(5.5)
|
|
(3.1)
|
|
(7.6)
|
|
(6.1)
|
|
|
Net income (loss) attributable to Brink’s
|
$
|
(16.6)
|
|
8.7
|
|
23.8
|
|
40.9
|
|
$
|
17.0
|
|
30.5
|
|
13.5
|
|
27.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
$
|
42.1
|
|
42.2
|
|
42.3
|
|
47.0
|
|
$
|
38.7
|
|
38.2
|
|
38.4
|
|
40.4
|
|
|
|
Capital expenditures
|
|
33.4
|
|
44.8
|
|
44.0
|
|
55.5
|
|
|
32.0
|
|
35.9
|
|
44.1
|
|
65.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to Brink’s common shareholders:
|
|||||||||||||||||||
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
0.06
|
|
0.27
|
|
0.61
|
|
0.53
|
|
$
|
0.47
|
|
0.69
|
|
0.44
|
|
0.70
|
|
|
|
Discontinued operations
|
|
(0.40)
|
|
(0.09)
|
|
(0.12)
|
|
0.31
|
|
|
(0.11)
|
|
(0.06)
|
|
(0.16)
|
|
(0.13)
|
|
|
|
Net income
|
$
|
(0.34)
|
|
0.18
|
|
0.49
|
|
0.84
|
|
$
|
0.35
|
|
0.63
|
|
0.28
|
|
0.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
0.06
|
|
0.27
|
|
0.61
|
|
0.53
|
|
$
|
0.47
|
|
0.69
|
|
0.43
|
|
0.70
|
|
|
|
Discontinued operations
|
|
(0.40)
|
|
(0.09)
|
|
(0.12)
|
|
0.30
|
|
|
(0.11)
|
|
(0.06)
|
|
(0.16)
|
|
(0.13)
|
|
|
|
Net income
|
$
|
(0.34)
|
|
0.18
|
|
0.49
|
|
0.83
|
|
$
|
0.35
|
|
0.63
|
|
0.28
|
|
0.57
|
|
PART III
|
PART IV
|
(a)
|
1.
|
All financial statements – see pages 68–112.
|
2.
|
Financial statement schedules – not applicable.
|
|
3.
|
Exhibits – see exhibit index.
|
|
The Brink’s Company
|
|||
(Registrant)
|
|||
By:
|
/s/ Thomas. C. Schievelbein
|
||
Thomas C. Schievelbein,
|
|||
(President and
|
|||
Chief Executive Officer)
|
Signature
|
|
Title
|
/s/ Thomas. C. Schievelbein
|
|
Director, President
and Chief Executive Officer
(Principal Executive Officer)
|
Thomas C. Schievelbein
|
|
|
/s/ J.W. Dziedzic
|
|
Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
Joseph W. Dziedzic
|
|
|
/s/ M. A. P. Schumacher
|
|
Controller
(Principal Accounting Officer)
|
Matthew A.P. Schumacher
|
|
|
*
|
|
Director
|
Betty C. Alewine
|
|
|
*
|
|
Director
|
Paul G. Boynton
|
|
|
*
|
|
Director
|
Marc C. Breslawsky
|
|
|
*
|
|
Director
|
Reginald D. Hedgebeth
|
|
|
*
|
|
Director
|
Michael J. Herling
|
|
|
*
|
Director
|
|
Murray D. Martin
|
*
|
|
Director
|
Ronald L. Turner
|
|
* By:
|
|
/s/ Thomas. C. Schievelbein,
|
|
Thomas C. Schievelbein, Attorney-in-Fact
|
Exhibit
Number
|
Description
|
|
2(i)
|
Shareholders’ Agreement, dated as of January 10, 1997, between Brink’s Security International, Inc., and Valores Tamanaco, C.A. Exhibit 10(w) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998.
|
|
3(i)
|
(a)
|
Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed November 20, 2007.
|
(b)
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant. Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed May 10, 2011.
|
|
3(ii)
|
Amended and Restated Bylaws of the Registrant.
|
|
10(a)*
|
Amended and Restated Key Employees Incentive Plan, amended and restated as of May 6, 2011. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 10, 2011.
|
|
10(b)*
|
Key Employees’ Deferred Compensation Program, as amended and restated as of December 19, 2012. Exhibit 10(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”).
|
|
10(c)*
|
(i)
|
Pension Equalization Plan, as amended and restated as of July 23, 2012. Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “Second Quarter 2012 Form 10-Q”).
|
(ii)
|
Rabbi Trust Agreement, dated as of December 22, 2011, by and between the Registrant and Wells Fargo Bank, N.A., as Trustee. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 29, 2011.
|
|
(iii)
|
First Amendment to Rabbi Trust Agreement, dated as of July 20, 2012, by and between the Registrant and Wells Fargo Bank, N.A., as Trustee. Exhibit 10.2 to the Registrant’s Second Quarter 2012 Form 10-Q.
|
|
10(d)*
|
Executive Salary Continuation Plan. Exhibit 10(e) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1991 (the “1991 Form 10-K”).
|
|
10(e)*
|
2005 Equity Incentive Plan, as amended and restated as of February 19, 2010. Exhibit 10(f) to the Registrant’s Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”).
|
|
10(f)*
|
2013 Equity Incentive Plan, effective as of February 22, 2013. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 9, 2013.
|
|
10(g)*
|
(i)
|
Form of Option Agreement for options granted before July 8, 2010 under 2005 Equity Incentive Plan. Exhibit 99 to the Registrant’s Current Report on Form 8-K filed July 13, 2005.
|
(ii)
|
Form of Option Agreement for options granted under 2005 Equity Incentive Plan, effective July 8, 2010. Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 12, 2010.
|
|
(iii)
|
Terms and Conditions for options granted under 2005 Equity Incentive Plan, effective July 7, 2011. Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “Second Quarter 2011 Form 10-Q”).
|
|
(iv)
|
Terms and Conditions for options granted under 2005 Equity Incentive Plan, effective July 11, 2012. Exhibit 10.3 to the Registrant’s Second Quarter 2012 Form 10-Q.
|
|
10(h)*
|
(i)
|
Form of Restricted Stock Units Award Agreement for restricted stock units granted before July 8, 2010 under 2005 Equity Incentive Plan. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 13, 2009.
|
(ii)
|
Form of Restricted Stock Units Award Agreement for restricted stock units granted under 2005 Equity Incentive Plan, effective July 8, 2010. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 12, 2010.
|
(iii)
|
Terms and Conditions for restricted stock units granted under 2005 Equity Incentive Plan, effective July 7, 2011. Exhibit 10.2 to the Second Quarter 2011 Form 10-Q.
|
|
(iv)
|
Terms and Conditions for restricted stock units granted under 2005 Equity Incentive Plan, effective July 11, 2012. Exhibit 10.4 to the Second Quarter 2012 Form 10-Q.
|
|
(v)
|
Form of Restricted Stock Units Award Agreement, effective May 3, 2013. Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 9, 2013.
|
|
10(i)*
|
Form of Market Share Units Award Agreement, effective May 3, 2013. Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed May 9, 2013.
|
|
10(j)*
|
Form of Performance Share Units Award Agreement, effective May 3, 2013. Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed May 9, 2013.
|
|
10(k)*
|
Management Performance Improvement Plan, as amended and restated as of February 19, 2010. Exhibit 10(h) to the 2009 Form 10-K.
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10(l)*
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Form of Change in Control Agreement. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2013.
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10(m)*
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Stock Option Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein. Exhibit 10.6 to the Registrant’s Second Quarter 2012 Form 10-Q.
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10(n)*
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Restricted Stock Unit Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein. Exhibit 10.7 to the Registrant’s Second Quarter 2012 Form 10-Q.
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10(o)*
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Form of Indemnification Agreement entered into by the Registrant with its directors and officers. Exhibit 10(l) to the 1991 Form 10-K.
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10(p)*
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Non-Employee Directors’ Stock Option Plan, as amended and restated as of July 8, 2005. Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
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10(q)*
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Directors’ Stock Accumulation Plan, as amended and restated as of July 11, 2013. Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Second Quarter 2013 Form 10-Q”).
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10(r)*
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Non-Employee Directors’ Equity Plan, as amended and restated as of July 12, 2012. Exhibit 10.9 to the Registrant’s Second Quarter 2012 Form 10-Q.
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10(s)*
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(i)
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Form of Award Agreement for deferred stock units granted in 2008 under the Non-Employee Directors’ Equity Plan. Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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(ii)
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Form of Award Agreement for deferred stock units granted in 2009, 2010, 2011, 2012 and 2013 under the Non-Employee Directors' Equity Plan. Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “Second Quarter 2009 Form 10-Q”).
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10(t)*
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Plan for Deferral of Directors’ Fees, as amended and restated as of November 9, 2012. Exhibit 10(t) to the 2012 Form 10-K.
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10(u)
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Amendment and Restatement of The Brink’s Company Employee Welfare Benefit Trust. Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
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10(v)
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(i)
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$43,160,000 Bond Purchase Agreement, dated September 17, 2003, among the Peninsula Ports Authority of Virginia, Dominion Terminal Associates, Pittston Coal Terminal Corporation and the Registrant. Exhibit 10.1 to the Second Quarter 2009 Form 10-Q.
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(ii)
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Loan Agreement between the Peninsula Ports Authority of Virginia and Dominion Terminal Associates, dated September 1, 2003. Exhibit 10.2(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the “Third Quarter 2003 Form 10-Q”).
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(iii)
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Indenture and Trust between the Peninsula Ports Authority of Virginia and Wachovia Bank, National Association (“Wachovia”), as trustee, dated September 1, 2003. Exhibit 10.2(iii) to the Third Quarter 2003 Form 10-Q.
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(iv)
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Parent Company Guaranty Agreement, dated September 1, 2003, made by the Registrant for the benefit of Wachovia. Exhibit 10.2(iv) to the Third Quarter 2003 Form 10-Q.
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(v)
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Continuing Disclosure Undertaking between the Registrant and Wachovia, dated September 24, 2003. Exhibit 10.2(v) to the Third Quarter 2003 Form 10-Q.
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(vi)
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Coal Terminal Revenue Refunding Bond (Dominion Terminal Associates Project – Brink’s Issue) Series 2003. Exhibit 10.2(vi) to the Third Quarter 2003 Form 10-Q.
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10(w)
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$85,000,000 Amended and Restated Letter of Credit Agreement, dated as of June 17, 2011, among the Registrant, Pittston Services Group Inc., Brink’s Holding Company, Brink’s, Incorporated, and The Royal Bank of Scotland N.V. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 20, 2011.
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10(x)
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(i)
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$400,000,000 Credit Agreement, dated as of July 16, 2010, among the Registrant, as Parent Borrower and as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, an Issuing Lender, Swingline Lender and a Revolving A Lender, Bank of Tokyo-Mitsubishi UFJ Trust Company and Societe Generale, as Co-Documentation Agents and Revolving A Lenders, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents and Revolving A Lenders, and various other Revolving A Lenders and Revolving B Lenders named therein. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 20, 2010.
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(ii)
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First Amendment to Credit Agreement, dated as of January 6, 2012, among the Registrant, as Parent Borrower and as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the various lenders named therein. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 9, 2012.
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(iii)
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Second Amendment to Credit Agreement, dated as of May 9, 2013, among The Brink’s Company, as Parent Borrower and as a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and the various lenders named therein. Exhibit 10.1 to the Second Quarter 2013 Form 10-Q.
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10(y)
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Note Purchase Agreement, dated as of January 24, 2011, among the Registrant, Pittston Services Group Inc., Brink’s Holding Company, Brink’s, Incorporated, and the purchasers party thereto. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 26, 2011.
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10(z)
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Stock Purchase Agreement, dated as of November 15, 2005, by and among BAX Holding Company, BAX Global Inc., The Brink’s Company and Deutsche Bahn AG. Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed November 16, 2005.
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10(aa)
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Separation and Distribution Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31, 2008. Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.
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10(bb)
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Tax Matters Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31, 2008. Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.
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10(cc)
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Non-Competition and Non-Solicitation Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31, 2008. Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.
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10(dd)
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Employee Matters Agreement between the Registrant and Brink’s Home Security Holdings, Inc. dated as of October 31, 2008. Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed November 5, 2008.
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21
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Subsidiaries of the Registrant.
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23
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Consent of Independent Registered Public Accounting Firm.
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24
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Powers of Attorney.
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31
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Rule 13a-14(a)/15d-14(a) Certifications.
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32
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Section 1350 Certifications.
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99(a)*
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Excerpt from Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in control. Exhibit 99(a) to the 2008 Form 10-K.
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101
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Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2013, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets at December 31, 2013, and December 31, 2012, (ii) the Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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