10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-09148

THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

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

1801 Bayberry Court, Richmond, Virginia 23226-8100

(Address of principal executive offices) (Zip Code)

(804) 289-9600

(Registrant's telephone number, including area code)

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

Yes  x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):  Large Accelerated Filer  x  Accelerated Filer  ¨  Non-Accelerated Filer  ¨  Smaller Reporting Company  ¨

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

Yes  ¨  No  x

As of July 24, 2012, 47,737,797 shares of $1 par value common stock were outstanding.

1

Part I - Financial Information

Item 1.  Financial Statements

THE BRINK’S COMPANY

and subsidiaries

Consolidated Balance Sheets

(Unaudited)

					June 30,	December 31,
(In millions)					2012	2011
ASSETS
Current assets:
	Cash and cash equivalents			$	126.9	182.9
	Accounts receivable, net				600.4	550.5
	Prepaid expenses and other				154.8	134.1
	Deferred income taxes				75.8	66.4
		Total current assets			957.9	933.9
Property and equipment, net					748.7	749.2
Goodwill					240.0	231.4
Other intangibles					58.5	63.8
Deferred income taxes					373.9	350.8
Other					81.2	77.1
		Total assets		$	2,460.2	2,406.2
LIABILITIES AND EQUITY
Current liabilities:
	Short-term borrowings			$	37.5	25.4
	Current maturities of long-term debt				30.8	28.7
	Accounts payable				147.3	159.5
	Accrued liabilities				484.0	488.5
		Total current liabilities			699.6	702.1
Long-term debt					337.5	335.3
Accrued pension costs					361.9	369.6
Retirement benefits other than pensions					317.2	315.4
Deferred income taxes					28.7	23.0
Other					179.9	178.4
		Total liabilities			1,924.8	1,923.8
Commitments and contingent liabilities (notes 3, 4 and 9)
Equity:
	The Brink’s Company (“Brink’s”) shareholders:
		Common stock			47.6	46.9
		Capital in excess of par value			570.1	559.5
		Retained earnings			627.3	589.5
		Accumulated other comprehensive loss			(785.1)	(787.9)
			Brink’s shareholders		459.9	408.0
	Noncontrolling interests				75.5	74.4
		Total equity			535.4	482.4
		Total liabilities and equity		$	2,460.2	2,406.2
See accompanying notes to consolidated financial statements.

2

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Income

(Unaudited)

				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions, except per share amounts)			2012		2011	2012	2011
Revenues			$	967.1	979.3	1,933.9	1,892.6
Costs and expenses:
Cost of revenues				798.9	808.6	1,585.9	1,566.2
Selling, general and administrative expenses				140.4	142.0	280.0	263.7
	Total costs and expenses			939.3	950.6	1,865.9	1,829.9
Other operating income (expense)				(1.3)	(8.3)	0.9	(5.3)
	Operating profit			26.5	20.4	68.9	57.4
Interest expense				(5.4)	(5.9)	(11.7)	(11.7)
Interest and other income (expense)				0.9	1.1	4.8	5.5
	Income from continuing operations before tax			22.0	15.6	62.0	51.2
Provision (benefit) for income taxes				(10.1)	5.6	6.1	17.0
	Income from continuing operations			32.1	10.0	55.9	34.2
Income from discontinued operations, net of tax				-	2.6	-	3.7
	Net income			32.1	12.6	55.9	37.9
		Less net income attributable to noncontrolling interests		(1.6)	(4.7)	(8.4)	(10.0)
	Net income attributable to Brink’s			30.5	7.9	47.5	27.9
Income attributable to Brink’s:
	Continuing operations			30.5	5.3	47.5	24.2
	Discontinued operations			-	2.6	-	3.7
	Net income attributable to Brink’s		$	30.5	7.9	47.5	27.9
Earnings per share attributable to Brink’s common shareholders:
	Basic:
		Continuing operations	$	0.63	0.11	0.98	0.51
		Discontinued operations		-	0.05	-	0.08
		Net income		0.63	0.17	0.98	0.58
	Diluted:
		Continuing operations	$	0.63	0.11	0.98	0.50
		Discontinued operations		-	0.05	-	0.08
		Net income		0.63	0.16	0.98	0.58
Weighted-average shares
	Basic			48.5	47.8	48.3	47.7
	Diluted			48.6	48.1	48.5	48.0
Cash dividends paid per common share			$	0.10	0.10	0.20	0.20
See accompanying notes to consolidated financial statements.

3

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

						Three Months		Six Months
						Ended June 30,		Ended June 30,
(In millions)						2012	2011	2012	2011
Net income					$	32.1	12.6	55.9	37.9
Other comprehensive income (loss):
	Benefit plan adjustments:
		Net experience gains (losses) arising during the period				(1.3)	(3.7)	(7.3)	(3.7)
		Tax benefit (provision) related to net experience gains and losses arising during the period				0.3	1.0	2.0	1.0
		Reclassification adjustment for amortization of prior net experience loss included in net income				16.5	12.6	38.0	24.2
		Tax benefit related to reclassification adjustment for prior net experience loss				(5.8)	(4.4)	(13.7)	(8.7)
		Prior service cost from plan amendment during the period				(12.2)	-	(12.2)	-
		Tax benefit related to prior service cost from plan amendment during the period				4.2	-	4.2	-
		Reclassification adjustment for amortization of prior service cost (credit) included in net income				0.9	0.9	1.8	1.8
		Tax provision (benefit) related to reclassification adjustment for prior service cost (credit)				(0.2)	(0.3)	(0.5)	(0.6)
		Deferred profit sharing				0.1	0.3	0.3	0.3
		Benefit plan adjustments, net of tax				2.5	6.4	12.6	14.3
	Foreign currency translation adjustments					(37.3)	16.3	(10.9)	39.4
	Available-for-sale securities:
		Unrealized net gains (losses) on available-for-sale securities arising during the period				(0.2)	0.5	0.5	3.3
		Tax benefit (provision) related to unrealized net gains and losses on available-for-sale securities				0.1	(0.2)	(0.1)	(0.4)
		Reclassification adjustment for net (gains) losses realized in net income				-	-	(2.1)	(4.4)
		Tax provision (benefit) related to reclassification adjustment				-	-	0.8	0.9
		Unrealized net gains (losses) on available-for-sale securities, net of tax				(0.1)	0.3	(0.9)	(0.6)
			Other comprehensive income (loss)			(34.9)	23.0	0.8	53.1
				Comprehensive income (loss)	$	(2.8)	35.6	56.7	91.0
Summary by Equity Interest
Amounts attributable to Brink’s:
		Net income			$	30.5	7.9	47.5	27.9
		Benefit plan adjustments				5.6	6.4	15.7	14.3
		Foreign currency				(36.4)	15.6	(12.0)	38.7
		Available-for-sale securities				(0.1)	0.3	(0.9)	(0.7)
			Other comprehensive income (loss)			(30.9)	22.3	2.8	52.3
				Comprehensive income (loss) attributable to Brink’s		(0.4)	30.2	50.3	80.2
Amounts attributable to noncontrolling interests:
		Net income				1.6	4.7	8.4	10.0
		Benefit plan adjustments				(3.1)	-	(3.1)	-
		Foreign currency				(0.9)	0.7	1.1	0.7
		Available-for-sale securities				-	-	-	0.1
			Other comprehensive income (loss)			(4.0)	0.7	(2.0)	0.8
				Comprehensive income (loss) attributable to noncontrolling interests		(2.4)	5.4	6.4	10.8
				Comprehensive income (loss)	$	(2.8)	35.6	56.7	91.0
See accompanying notes to consolidated financial statements.

4

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statement of Equity

Six Months ended June 30, 2012

(Unaudited)

			Attributable to Brink’s
						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, 2011			46.9	$	46.9	559.5	589.5	(787.9)	74.4	482.4
Net income			-		-	-	47.5	-	8.4	55.9
Other comprehensive income (loss)			-		-	-	-	2.8	(2.0)	0.8
Shares contributed to pension plan (see note 6)			0.4		0.4	8.6	-	-	-	9.0
Dividends:
	Brink’s common shareholders ($0.20 per share)		-		-	-	(9.4)	-	-	(9.4)
	Noncontrolling interests		-		-	-	-	-	(5.7)	(5.7)
Share-based compensation
	Stock options and awards:
		Compensation expense	-		-	5.1	-	-	-	5.1
		Consideration from exercise of stock options	-		-	0.1	-	-	-	0.1
	Other share-based benefit programs		0.3		0.3	(3.2)	(0.3)	-	-	(3.2)
Capital contributions from noncontrolling interest			-		-	-	-	-	0.4	0.4
Balance as of June 30, 2012			47.6	$	47.6	570.1	627.3	(785.1)	75.5	535.4
See accompanying notes to consolidated financial statements.

5

THE BRINK’S COMPANY

and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

				Six Months
				Ended June 30,
(In millions)				2012	2011
Cash flows from operating activities:
Net income			$	55.9	37.9
Adjustments to reconcile net income to net cash provided (used) by operating activities:
	Income from discontinued operations, net of tax			-	(3.7)
	Depreciation and amortization			83.9	80.0
	Share-based compensation expense			5.1	1.4
	Deferred income taxes			(32.9)	(11.2)
	Gains and losses:
		Sales of available-for-sale securities		(2.1)	(4.4)
		Sales of property and other assets		(0.4)	(0.5)
		Business acquisitions and dispositions		(0.9)	(0.4)
	Retirement benefit funding (more) less than expense:
		Pension		0.2	4.5
		Other than pension		11.9	5.7
	Other operating			8.7	5.3
	Changes in operating assets and liabilities, net of effects of acquisitions:
		Accounts receivable		(68.3)	(55.4)
		Accounts payable, income taxes payable and accrued liabilities		(9.4)	27.7
		Prepaid and other current assets		(15.9)	(20.0)
		Other		(5.5)	1.2
	Discontinued operations			-	1.2
		Net cash provided by operating activities		30.3	69.3
Cash flows from investing activities:
Capital expenditures				(73.0)	(71.6)
Acquisitions				(16.4)	(1.4)
Available-for-sale securities:
	Sales			11.8	12.2
Cash proceeds from sale of property, equipment and investments				0.5	1.2
Cash settlements of foreign currency derivatives				-	(1.5)
Other				(1.2)	-
		Net cash used by investing activities		(78.3)	(61.1)
Cash flows from financing activities:
Borrowings (repayments) of debt:
	Short-term debt			12.0	6.5
	Long-term revolving credit facilities			2.9	(116.3)
	Issuance of private placement notes			-	100.0
	Other long-term debt:
		Borrowings		7.1	-
		Repayments		(14.3)	(14.6)
Debt financing costs				(1.5)	(0.6)
Dividends to:
	Shareholders of Brink’s			(9.4)	(9.3)
	Noncontrolling interests in subsidiaries			(5.7)	(11.4)
Proceeds from exercise of stock options				0.1	4.5
Excess tax benefits associated with share-based compensation				-	0.9
Minimum tax withholdings associated with share-based compensation				(0.5)	(1.6)
		Net cash used by financing activities		(9.3)	(41.9)
Effect of exchange rate changes on cash				1.3	6.6
Cash and cash equivalents:
	Increase (decrease)			(56.0)	(27.1)
	Balance at beginning of period			182.9	183.0
		Balance at end of period	$	126.9	155.9
See accompanying notes to consolidated financial statements.

6

THE BRINK’S COMPANY

and subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of presentation

The Brink’s Company (along with its subsidiaries, “Brink’s” or “we”) has two reportable segments:

·             International

·             North America

Our unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”).  Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.  For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2011.

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements. Actual results could differ materially from these estimates.  The most significant estimates are related to goodwill and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, foreign currency translation and deferred tax assets.

The consolidated financial statements include all of the assets, liabilities, revenues, expenses and cash flows of Brink’s and all entities in which Brink’s has a controlling voting interest. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

Foreign Currency Translation

Our consolidated financial statements are reported in U.S. dollars.  Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate.

The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not.  Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.

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

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

Venezuela

Our Venezuelan operations accounted for $151.7 million or 8% of total Brink’s revenues in the six months ended June 30, 2012.  Our operating margins in Venezuela have varied depending on the mix of business during any year and have been up to three times our overall international segment operating margin rate.

The economy in Venezuela has had significant inflation in the last several years.  Beginning January 1, 2010, we designated Venezuela’s economy as highly inflationary for accounting purposes, and we consolidated our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies. In June 2010, the Venezuelan government established a new exchange process that requires each transaction be approved by the government’s central bank (the “SITME” rate).  On a daily basis, the central bank publishes ranges of prices at which it may approve transactions to purchase dollar-denominated bonds, resulting in an exchange rate range of 4.3 to 5.3 bolivar fuertes to the U.S. dollar. To date, approved transactions have been at the upper end of the range.  To the extent we need to obtain U.S. dollars, we currently expect our U.S. dollar-denominated transactions to be settled at a rate of 5.3 bolivar fuertes to the U.S. dollar.  We have

7

used this rate to remeasure our bolivar fuerte-denominated monetary assets and liabilities into U.S. dollars at June 30, 2012, resulting in bolivar fuerte-denominated net monetary assets at June 30, 2012, of $60.5 million.  For the six months ended June 30, 2012 and for the twelve months ended December 31, 2011, we did not recognize any remeasurement gains or losses as the SITME rate did not change.

Under the SITME process, approved transactions may not exceed $350,000 per legal entity per month.  We have obtained sufficient U.S. dollars to purchase imported supplies and fixed assets to operate our business in Venezuela but our continued ability to do this is less certain.  Although we believe the repatriation of cash invested in Venezuela will be limited in the future, we have been successful at converting some bolivar fuertes to U.S. dollars through other legal channels, at a rate not as favorable as the SITME rate.

At June 30, 2012, our Venezuelan subsidiaries held $1.8 million of cash and short-term investments denominated in U.S. dollars and $26.8 million of cash and short-term investments denominated in bolivar fuertes.  On an equity-method basis, we had investments in our Venezuelan operations of $81.0 million at June 30, 2012.

Recently Adopted Accounting Standards

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.  ASU 2011-04 changes how fair value guidance is applied in certain circumstances and expands the disclosure requirements around fair value measurements.  For entities with fair value measurements classified as Level 3, required disclosures include a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation processes in place, a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs, and quantitative disclosures about unobservable inputs used in fair value measurements other than those valuations that use net asset value as a practical expedient.  We adopted the guidance effective January 1, 2012.  The adoption of this guidance did not have a material effect on our financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income.  For annual periods, an entity has the option to present the components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  For interim periods, total comprehensive income is required to be disclosed either below net income on the income statement or as a separate statement. The ASU does not change the items that must be reported as other comprehensive income.  Whether presenting two separate statements or one continuous statement in annual periods, the ASU required entities to present reclassifications from other comprehensive income in the statement reporting net income.  In December 2011, however, the FASB deferred this requirement when it issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which has the same effective date as ASU 2011-05.  Companies must continue to disclose reclassifications from other comprehensive income on the statement that reports other comprehensive income, or in the notes to the financial statements.  We adopted this guidance effective January 1, 2012, and included a statement of comprehensive income in our interim financial statements.  The adoption of this guidance did not have a material effect on our financial statements.

8

Note 2 – Segment information

We identify our operating segments based on how resources are allocated and operating decisions are made.  Management evaluates performance and allocates resources based on operating profit or loss, excluding non-segment expenses.  Under the criteria set forth in FASB ASC 280, Segment Reporting, we have four geographic operating segments, which are aggregated into two reportable segments: International and North America.  We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.

The primary services of the reportable segments include:

·   Cash-in-transit (“CIT”) – armored vehicle transportation

·   Automated teller machine (“ATM”) – replenishment and servicing, network infrastructure services

·   Global Services – transportation of valuables globally

·   Cash Management Services – supply chain management of cash

·   Payment Services – consumers pay utility and other bills at payment locations

·   Guarding Services – including airport security

				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Revenues:
	International		$	729.5	732.5	1,459.9	1,406.8
	North America			237.6	246.8	474.0	485.8
		Revenues	$	967.1	979.3	1,933.9	1,892.6
				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Operating profit:
	International		$	36.4	26.2	97.3	71.4
	North America			11.4	10.4	17.2	17.2
		Segment operating profit		47.8	36.6	114.5	88.6
	Non-segment			(21.3)	(16.2)	(45.6)	(31.2)
		Operating profit	$	26.5	20.4	68.9	57.4

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Note 3 – Retirement benefits

Pension plans

We have various defined-benefit pension plans covering eligible current and former employees.  Benefits under most plans are based on salary and years of service.

The components of net periodic pension cost (credit) for our pension plans were as follows:

		U.S. plans		Non-U.S. plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	2.8	2.5	2.8	2.5
Interest cost on projected benefit obligation		11.0	11.6	4.8	4.3	15.8	15.9
Return on assets – expected		(14.9)	(16.2)	(3.1)	(3.0)	(18.0)	(19.2)
Amortization of losses		9.7	7.0	1.0	0.7	10.7	7.7
Amortization of prior service cost		-	-	0.4	0.4	0.4	0.4
Settlement loss		-	-	0.3	1.0	0.3	1.0
Net periodic pension cost	$	5.8	2.4	6.2	5.9	12.0	8.3
Six months ended June 30,
Service cost	$	-	-	5.4	5.3	5.4	5.3
Interest cost on projected benefit obligation		22.0	23.1	8.9	8.6	30.9	31.7
Return on assets – expected		(30.0)	(32.5)	(6.1)	(6.1)	(36.1)	(38.6)
Amortization of losses		19.7	14.0	2.1	1.5	21.8	15.5
Amortization of prior service cost		-	-	0.8	0.8	0.8	0.8
Settlement loss		4.0	-	1.1	1.0	5.1	1.0
Net periodic pension cost	$	15.7	4.6	12.2	11.1	27.9	15.7

We made a $9 million stock contribution to our primary U.S. pension plan in the first three months of 2012 and another $7 million cash contribution to the plan in July 2012.  Based on the law in effect at June 30, 2012, we are required to contribute an additional $15.5 million to the primary U.S. pension plan during the remainder of 2012.  New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time.  We have not yet estimated the effect of the new law on our projected contributions to our primary U.S. pension plan, but the remaining 2012 funding requirement is expected to be lower.

We recognized a $4.0 million settlement loss in the first six months of 2012 related to the payment of U.S. pension benefits.

10

Retirement benefits other than pensions

We provide retirement healthcare benefits for eligible current and former U.S. and Canadian employees, including former employees of our former U.S. coal operation.  Retirement benefits related to our former coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to black lung obligations.

The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:

		UMWA plans		Black lung and other plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		5.6	5.9	0.7	0.7	6.3	6.6
Return on assets – expected		(5.3)	(6.4)	-	-	(5.3)	(6.4)
Amortization of losses		5.1	3.8	0.4	0.1	5.5	3.9
Amortization of prior service cost		-	-	0.5	0.5	0.5	0.5
Net periodic pension cost	$	5.4	3.3	1.7	1.3	7.1	4.6
Six months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		11.2	12.0	1.5	1.4	12.7	13.4
Return on assets – expected		(10.6)	(12.8)	-	-	(10.6)	(12.8)
Amortization of losses		10.5	7.5	0.6	0.2	11.1	7.7
Amortization of prior service cost		-	-	1.0	1.0	1.0	1.0
Net periodic pension cost	$	11.1	6.7	3.2	2.6	14.3	9.3

Note 4 – Income taxes

		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2012		2011		2012		2011
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(10.1)		5.6		6.1		17.0
Effective tax rate		(45.9)	%	35.9	%	9.8	%	33.2	%

2012 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2012 was lower than the 35% U.S. statutory tax rate largely due to a$21 million non-cash income tax benefit as a result of the Company changing its funding strategy for retiree health care obligations (as described below), partially offset by higher taxes due to the geographical mix of earnings, withholding taxes, and the characterization of a French business tax as an income tax.

The Company changed its funding strategy for certain retiree health care obligations and, as a result, no longer expects to be affected by an income tax deduction limitation enacted by The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (“the Act”).  The Act disallows deductions for prescription drug benefit costs funded after December 31, 2012, to the extent these costs are reimbursed by a “Medicare Part D Subsidy.”   

2011 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2011 was lower than the 35% U.S. statutory tax rate largely due to a $2.8 million benefit for changes in legislation in various jurisdictions and tax claims and audit settlements, partially offset by higher taxes due to the geographical mix of earnings and the characterization of a French business tax as an income tax.

11

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Note Note 5 – Share-based compensation plans

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

The 2005 Equity Incentive Plan (the “2005 Plan”) permits grants of stock options, restricted stock, stock appreciation rights, performance stock and other share-based awards to employees.  Only stock options and restricted stock units have been granted under the 2005 Plan to date.

We provide share-based awards to directors through the Non-Employee Directors’ Equity Plan (the “Directors’ Plan”).  Only deferred stock units have been granted under the Directors’ Plan to date.

The fair value of the options granted during the three months ended June 30, 2012, was calculated using the following estimated weighted-average assumptions:

			Three Months
			Ended June 30,
Options Granted			2012
Number of shares underlying options, in thousands						207
Weighted-average exercise price per share			$			22.39
Assumptions used to estimate fair value
	Expected dividend yield (a):
		Weighted-average				1.8 %
		Range				1.8 %
	Expected volatility (b):
		Weighted-average				40 %
		Range				40 %
	Risk-free interest rate (c):
		Weighted-average				0.7 %
		Range		0.5 %	–	0.9 %
	Expected term in years (d):
		Weighted-average				4.25
		Range		3.25	–	5.25
Weighted-average fair value estimates at grant date:
	In millions		$			1.3
	Fair value per share		$			6.29

(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 risk-free interest rate was based on U.S. Treasury debt yields at the time of the grant.

(d)   The expected term of the options was based on our historical option exercise, expiration and post-vesting cancellation behaviors.

Nonvested Share Activity
	Number of Shares				Weighted-Average
	2005	Directors’			Grant-Date
(in thousands of shares, except per share amounts)	Plan	Plan	Total		Fair Value (a)
Balance as of December 31, 2011	299.6	15.8	315.4	$	25.99
Granted	98.1	-	98.1		22.98
Cancelled awards	(0.1)	-	(0.1)		26.40
Vested	(42.1)	-	(42.1)		25.50
Balance as of June 30, 2012	355.5	15.8	371.3	$	25.26

(a)   Fair value is measured at the date of grant based on the average of the high and low per share quoted sales price of Brink’s common stock, adjusted for a discount on units that do not receive or accrue dividends.

On July 11, 2012, we granted options to purchase 149,473 shares of common stock and 170,618 restricted stock units under the 2005 Plan. The options have an exercise price of $22.57 per share.

On July 12, 2012, we granted 23,023 deferred stock units under the Directors’ Plan.

12

Note 6 – Capital stock

Shelf Registration of Common Stock

On February 28, 2012, we filed a shelf registration statement under Form S-3ASR with the SEC for $150 million of our common stock.  Under this shelf registration, we are able to issue up to $150 million of new common stock.  On March 6, 2012, we issued 361,446 shares of our common stock and contributed the shares to our primary U.S. pension plan.  Sales of these shares by the plan are covered under our shelf registration statement.  The common stock was valued for purposes of the contribution at $24.90 per share, or $9 million in the aggregate, which reflected a 2.4% discount from the $25.51 per share closing share price of our common stock on March 5, 2012.

Shares Used to Calculate Earnings per Share

		Three Months		Six Months
		Ended June 30,		Ended June 30,
(In millions)		2012	2011	2012	2011
Weighted-average shares:
	Basic  (a)	48.5	47.8	48.3	47.7
	Effect of dilutive stock options and awards	0.1	0.3	0.2	0.3
	Diluted	48.6	48.1	48.5	48.0
Antidilutive stock options and awards excluded from denominator		2.6	1.5	2.6	2.2

(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.  Accordingly, included in basic shares are weighted-average units of 1.1 million in the three months and 1.2 million in the six months ended June 30, 2012, and 1.1 million in both the three months and six months ended June 30, 2011.

Note 7 – Supplemental cash flow information

			Six Months
			Ended June 30,
(In millions)			2012	2011
Cash paid for:
	Interest	$	11.2	9.8
	Income taxes		48.8	39.6

Non-cash Investing and Financing Activities

We acquired $8.7 million of armored vehicles under capital lease arrangements in the first six months of 2012, as compared to $29.7 million in the first six months of 2011.

We contributed $9 million of Brink’s common stock to our primary U.S. pension plan in the first three months of 2012.

13

Note 8 – Fair value of financial instruments

Investments in Available-for-sale Securities

We have investments in mutual funds designated as available-for-sale securities that are carried at fair value in the financial statements.  For these investments, fair value was estimated based on quoted prices categorized as a Level 1 valuation.  Valuation levels are defined in our 2011 Form 10-K.

				June 30,	December 31,
(In millions)				2012	2011
Mutual Funds
	Cost		$	7.0	16.9
	Gross unrealized gains			1.5	3.1
		Fair value	$	8.5	20.0

Fixed-Rate Debt

The fair value estimate of our obligation related to the fixed-rate Dominion Terminal Associates (“DTA”) bonds is based on price information observed in a less-active market, which we have categorized as a Level 2 valuation.

The fair value estimate of our unsecured private-placement notes is based on the present value of future cash flows, discounted at rates for similar instruments at the measurement date, which we have categorized as a Level 3 valuation.

The fair value and carrying value of our DTA bonds and our unsecured notes are as follows:

			June 30,	December 31,
(In millions)			2012	2011
DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		44.1	44.0
Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		108.6	106.4

Other Financial Instruments

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

The fair value of outstanding foreign currency contracts was not significant.  There were no transfers in or out of any of the levels of the valuation hierarchy in the first six months of 2012.

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Note 9 – Commitments and contingent matters

Operating leases

We have made residual value guarantees of approximately $22.5 million at June 30, 2012, related to operating leases, principally for trucks and other vehicles.

Bankruptcy of Brink’s Belgium

Our former cash-in-transit subsidiary in Belgium (Brink’s Belgium) filed for bankruptcy in November 2010 after a restructuring plan was rejected by local union employees and was placed into bankruptcy on February 2, 2011.  We continue to operate our Global Services unit in Belgium, which provides secure transport of diamonds, jewelry, precious metals, banknotes and other commodities. 

Legal Dispute.   In December 2010, the court-appointed provisional administrators of Brink’s Belgium filed a claim for €20 million against a subsidiary of Brink’s.  In June 2011, the Brink’s subsidiary entered into a settlement agreement related to this claim.  Under the terms of the settlement agreement, the Brink’s subsidiary agreed to contribute, upon the satisfaction of certain conditions, €7 million toward social payments to former Brink’s Belgium employees in exchange for the bankruptcy receivers requesting withdrawal of the pending litigation and agreeing not to file additional claims. The conditions of the settlement agreement included a release from liability by affected employees, the Belgian tax authority and the Belgian social security authority.  After these conditions were satisfied, the settlement was finalized in September 2011, the request to withdraw the litigation was accepted by the court in March 2012 and the case was dismissed.  We recorded a pretax charge of €7 million (approximately $10 million) in the second quarter of 2011 related to this claim.

Other

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

15

THE BRINK’S COMPANY

and subsidiaries

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

·   armored vehicles transportation, which we refer to as cash in transit (“CIT”)

·   automated teller machine (“ATM”) -  replenishment and servicing, network infrastructure services

·   arranging secure transportation of valuables over long distances and around the world (“Global Services”)

·   supply chain management of cash (“Cash Management Services”) including cash logistics services, deploying and servicing safes and safe control devices (e.g., our patented CompuSafe® service), coin sorting and wrapping, integrated check and cash processing services (“Virtual Vault Services”)

·   providing bill payment acceptance and processing services to utility companies and other billers (“Payment Services”)

·   security and guarding services (including airport security)

We have four geographic operating segments:  Latin America; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and North America, which are aggregated into two reportable segments: International and North America.

16

RESULTS OF OPERATIONS

Consolidated Review

Non-GAAP Results

Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with U.S. generally accepted accounting principles (“GAAP”).  The purpose of the non-GAAP results is to report financial information without certain income and expense items and to adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year non-GAAP tax rate.  For 2012, a forecasted full-year tax rate is used.  The full year non-GAAP tax rate in both years excludes certain pretax and tax income and expense amounts.  The non-GAAP results provide information to assist comparability and estimates of future performance.  Brink’s believes these measures are helpful in assessing operations and estimating future results and enable period-to-period comparability of financial performance.  Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.  The adjustments are described in detail and are reconciled to our GAAP results on pages 32 – 33.

			Second Quarter		%		First Half		%
(In millions, except per share amounts)			2012	2011	Change		2012	2011	Change
GAAP
Revenues		$	967.1	979.3	(1)	$	1,933.9	1,892.6	2
	Segment operating profit (a)		47.8	36.6	31		114.5	88.6	29
	Non-segment expense		(21.3)	(16.2)	31		(45.6)	(31.2)	46
	Operating profit		26.5	20.4	30		68.9	57.4	20
Income from continuing operations (b)			30.5	5.3	fav		47.5	24.2	96
Diluted EPS from continuing operations (b)			0.63	0.11	fav		0.98	0.50	96
Non-GAAP (c)
Revenues		$	967.1	979.3	(1)	$	1,933.9	1,892.6	2
	Segment operating profit (a)		50.3	48.5	4		120.0	101.2	19
	Non-segment expense		(11.7)	(10.0)	17		(21.3)	(19.2)	11
	Operating profit		38.6	38.5	-		98.7	82.0	20
Income from continuing operations (b)			19.2	17.0	13		47.1	35.8	32
Diluted EPS from continuing operations (b)			0.40	0.35	14		0.97	0.74	31

Amounts may not add due to rounding.

(a)   Segment operating profit is a non-GAAP measure when presented in any context other than prescribed by ASC Topic 280, Segment Reporting.  The tables on pages 20 and 23 reconcile the measurement to operating profit, a GAAP measure.  Disclosure of total segment operating profit enables investors to assess the total operating performance of Brink’s excluding non-segment income and expense.  Forward-looking estimates related to total segment operating profit and non-segment income (expense) for 2012 are provided on page 31.

(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 32 – 33, including reconciliation to amounts reported under GAAP.

Organic Growth

Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of the following items: acquisitions and dispositions, changes in currency exchange rates and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting.  No remeasurement of net monetary assets in Venezuela under highly inflationary accounting was required as the exchange rate did not change.

17

Overview

GAAP

Second Quarter

Our revenues decreased $12 million or 1% and our operating profit increased $6 million or 30% in 2012.  Revenues decreased due to unfavorable changes in currency exchange rates, partially offset by organic growth in our International segment.  Operating profit increased primarily due to organic profit improvement in our International segment ($15 million), partially offset by increased U.S. retirement plan expenses ($6 million) and the negative impact of changes in currency exchange rates ($5 million).

Our income from continuing operations in 2012 increased $25 million compared to 2011 primarily due to lower tax expense ($16 million) mainly resulting from a $21 million tax benefit related to a change in retiree health care funding strategy. The operating profit increase mentioned above and the decrease in income attributable to noncontrolling interests ($3 million) also contributed to higher income from continuing operations.

Our earnings per share from continuing operations was $0.63, up from $0.11 in 2011.

First Half

Our revenues increased $41 million or 2% and our operating profit increased $12 million or 20% in 2012.  Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates.  Operating profit increased primarily due to organic profit improvement in our International segment ($33 million), partially offset by increased U.S. retirement plan expenses ($16 million) and the negative impact of changes in currency exchange rates ($7 million).

Our income from continuing operations in 2012 increased 96% compared to 2011 primarily due to lower tax expense ($11 million) mainly resulting from a $21 million tax benefit related to a change in retiree health care funding strategy.  The operating profit increase mentioned above and the decrease in income attributable to noncontrolling interests ($2 million) also contributed to higher income from continuing operations.

Our earnings per share from continuing operations was $0.98, up from $0.50 in 2011.

Non-GAAP

Non-GAAP results include the following adjustments:

			Three Months		Six Months
			Ended June 30,		Ended June 30,
			2012	2011	2012	2011
GAAP Diluted EPS		$	0.63	0.11	0.98	0.50
	Exclude U.S. retirement plan expenses		0.16	0.09	0.38	0.18
	Exclude Belgium settlement charge		-	0.13	-	0.13
	Exclude employee benefit settlement charge		-	0.01	0.02	0.01
	Exclude gains on acquisitions and dispositions		(0.01)	-	(0.04)	(0.06)
	Exclude tax benefit from change in retiree health care funding strategy		(0.43)	-	(0.43)	-
	Adjust quarterly tax rate to full-year average rate		0.04	-	0.06	(0.03)
Non-GAAP Diluted EPS		$	0.40	0.35	0.97	0.74

Amounts may not add due to rounding.  Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 32 – 33.

Second Quarter

The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.  Operating profit was flat in 2012 versus 2011 due to the negative impact of changes in currency exchange rates ($5 million) and higher non-segment costs ($2 million) offset by organic improvement in both our International ($4 million) and North America ($3 million) segments.

Our income from continuing operations in 2012 increased 13% primarily due to lower income attributable to noncontrolling interests ($2 million).

Our earnings per share from continuing operations was $0.40, up from $0.35 in 2011.

First Half

The analysis of non-GAAP revenues is the same as the analysis of GAAP revenues.  Operating profit increased $17 million or 20% in 2012 primarily due to organic improvement in our International segment ($23 million) partially offset by the negative impact of changes in currency exchange rates ($7 million).

Our income from continuing operations in 2012 increased 32% primarily due to higher operating profit, partially offset by higher tax expense.

18

Our earnings per share from continuing operations was $0.97, up from $0.74 in 2011.

Outlook for full-year 2012

GAAP

Our organic revenue growth rate for 2012 is expected to be in the 5% to 8% range, and our operating segment margin is expected to be approximately 7%.  Our assumptions behind the annual segment margin include continued strength in Latin America and modestly better results in Europe. Our International organic revenue growth rate for 2012 is expected to be in the 7% to 10% range, and our International segment margin is expected to be in the 7.0% to 8.0% range.  Our North America organic revenue growth rate for 2012 is expected to be flat, and our North America segment margin is expected to be in the 3.6% to 4.6% range.

Non-GAAP

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

Our operating segment margin is expected to be approximately 7%. Our assumptions behind the annual segment margin include continued strength in Latin America and modestly better results in North America and Europe. Our International segment margin is expected to be in the 7.0% to 8.0% range and our North America segment margin is expected to be in the 4.5% to 5.5% range.

See page 31 for a summary of our 2012 Outlook.

19

Segment Operating Results

Segment Review

Second Quarter 2012 versus Second Quarter 2011

GAAP
				Organic			Acquisitions /			Currency						% Change
(In millions)	2Q '11			Change			Dispositions (b)			(c)			2Q '12			Total			Organic
Revenues:
International:
Latin America	$	360.5			56.0			-			(40.6	)		375.9			4			16
EMEA		333.5			18.5			-			(36.9	)		315.1			(6	)		6
Asia Pacific		38.5			2.2			-			(2.2	)		38.5			-			6
International		732.5			76.7			-			(79.7	)		729.5			-			10
North America		246.8			(5.3	)		(1.3	)		(2.6	)		237.6			(4	)		(2	)
Total	$	979.3			71.4			(1.3	)		(82.3	)		967.1			(1	)		7
Operating profit:
International	$	26.2			15.1			-			(4.9	)		36.4			39			58
North America		10.4			1.1			0.1			(0.2	)		11.4			10			11
Segment operating profit		36.6			16.2			0.1			(5.1	)		47.8			31			44
Non-segment (a)		(16.2	)		(5.1	)		-			-			(21.3	)		31			31
Total	$	20.4			11.1			0.1			(5.1	)		26.5			30			54
Segment operating margin:
International		3.6	%											5.0	%
North America		4.2	%											4.8	%
Segment operating margin		3.7	%											4.9	%

Non-GAAP
				Organic			Acquisitions /			Currency						% Change
(In millions)	2Q '11			Change			Dispositions (b)			(c)			2Q '12			Total			Organic
Revenues:
International:
Latin America	$	360.5			56.0			-			(40.6	)		375.9			4			16
EMEA		333.5			18.5			-			(36.9	)		315.1			(6	)		6
Asia Pacific		38.5			2.2			-			(2.2	)		38.5			-			6
International		732.5			76.7			-			(79.7	)		729.5			-			10
North America		246.8			(5.3	)		(1.3	)		(2.6	)		237.6			(4	)		(2	)
Total	$	979.3			71.4			(1.3	)		(82.3	)		967.1			(1	)		7
Operating profit:
International	$	37.3			4.3			-			(4.9	)		36.7			(2	)		12
North America		11.2			2.5			0.1			(0.2	)		13.6			21			22
Segment operating profit		48.5			6.8			0.1			(5.1	)		50.3			4			14
Non-segment  (a)		(10.0	)		(1.7	)		-			-			(11.7	)		17			17
Total	$	38.5			5.1			0.1			(5.1	)		38.6			-			13
Segment operating margin:
International		5.1	%											5.0	%
North America		4.5	%											5.7	%
Segment operating margin		5.0	%											5.2	%

(a)   Includes income and expense not allocated to segments (see page 26 for details).

  (b)   Includes operating results and gains/losses on acquisitions, sales and exits of businesses.

     (c) Revenue and Segment Operating Profit:  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 fuerte-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.

Amounts may not add due to rounding.

20

Segment Review

Second Quarter 2012 versus Second Quarter 2011

Consolidated Segment Review

GAAP

Revenue decreased 1% to $967 million due primarily to unfavorable changes in currency exchange rates partially offset by organic growth of 7% in our International segment.

Segment operating profit increased 31% ($11 million) reflecting improvement in our International segment.

Non-GAAP

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

Segment operating profit increased 4% ($2 million) reflecting improvement in our North America segment.

International Segment Review

Overview

GAAP

Revenues in the second quarter of 2012 for our International segment were flat compared to the same period of 2011 as:

·   revenues in Latin America were 4% higher ($15 million)

·   revenues in EMEA were 6% lower ($18 million), and

·   revenues in Asia Pacific were flat.

Operating profit in our International segment increased 39% ($10 million) due to improved profits in EMEA partially offset by a decline in Latin America.

Non-GAAP

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

Operating profit in our International segment decreased 2% ($1 million) due to lower profits in Latin America more than offsetting improvement in EMEA.

Latin America

GAAP

Revenue in Latin America increased 4% ($15 million) due to:

·   organic growth of 16% ($56 million) driven by inflation-based price increases across the region, partially offset by

·   an unfavorable currency impact ($41 million).

Latin America operating profit decreased 29% due to lower profits in Venezuela, partially offset by organic growth in Argentina and lower restructuring charges in Mexico.  Latin America’s profit was negatively affected by

·   unfavorable currency impact ($3 million), and

·   wage increases and changes in government regulations in certain countries.

Non-GAAP

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

Latin America operating profit decreased 31% due to lower profits in Venezuela, partially offset by organic growth in Argentina and lower restructuring charges in Mexico.  Latin America’s profit was negatively affected by

·   unfavorable currency impact ($3 million), and

   ·   wage increases and changes in government regulations in certain countries.

EMEA

GAAP

Revenue in EMEA decreased 6% ($18 million) due to unfavorable currency impact ($37 million), partially offset by organic revenue growth of 6% ($19 million).  Organic growth was driven by:

·   higher volumes in France, and

21

·   a commercial settlement in the Netherlands.

EMEA operating profit increased significantly due to:

·   a 2011 $10 million loss from a legal dispute related to the exit of our Belgium CIT business,

·   organic improvement in France, and

·   a commercial settlement in the Netherlands.

Non-GAAP

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

EMEA operating profit increased significantly due to:

·   organic improvement in France, and

·   a commercial settlement in the Netherlands.

Asia Pacific

Revenue in Asia Pacific remained flat due mainly to organic growth in China and India offset by unfavorable currency ($2 million).

Operating profit decreased slightly.

North America Segment

GAAP

Revenues in North America decreased 4% ($9 million) due to a 2% organic decrease primarily in the U.S. from CIT volume and price pressure and unfavorable currency impact ($3 million).

Operating profit increased 10% ($1 million) due to cost reductions in the U.S. despite lower CIT demand and continued pricing pressure.

Non-GAAP

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

Operating profit increased 21% ($2 million) due to cost reductions in the U.S. despite lower CIT demand and continued pricing pressure.

Most of the armored vehicles used by our U.S. operations are accounted for as operating leases.  The cost related to these leases is recognized as rental expense in the Consolidated Statements of Income.  Since March 2009, we have acquired armored vehicles in the U.S. either by purchasing or by leasing under agreements that we have accounted for as capital leases.  We currently expect to continue acquiring new vehicles in the U.S. with capital leases. The cost of vehicles under capital lease is recognized as depreciation and interest expense.  Because of the shift in the way we acquire vehicles in the U.S., our depreciation and interest related to the U.S. fleet is higher and our rental expense is lower compared to earlier periods and we expect this trend to continue.

22

Segment Review

First Half 2012 versus First Half 2011

First Half
GAAP
				Organic			Acquisitions /			Currency						% Change
(In millions)	YTD '11			Change			Dispositions (b)			(c)			YTD '12			Total			Organic
Revenues:
International:
Latin America	$	692.8			124.8			-			(55.4	)		762.2			10			18
EMEA		640.6			30.4			0.3			(49.7	)		621.6			(3	)		5
Asia Pacific		73.4			5.3			-			(2.6	)		76.1			4			7
International		1,406.8			160.5			0.3			(107.7	)		1,459.9			4			11
North America		485.8			(5.7	)		(2.6	)		(3.5	)		474.0			(2	)		(1	)
Total	$	1,892.6			154.8			(2.3	)		(111.2	)		1,933.9			2			8
Operating profit:
International	$	71.4			32.7			-			(6.8	)		97.3			36			46
North America		17.2			-			0.2			(0.2	)		17.2			-			-
Segment operating profit		88.6			32.7			0.2			(7.0	)		114.5			29			37
Non-segment (a)		(31.2	)		(14.4	)		-			-			(45.6	)		46			46
Total	$	57.4			18.3			0.2			(7.0	)		68.9			20			32
Segment operating margin:
International		5.1	%											6.7	%
North America		3.5	%											3.6	%
Segment operating margin		4.7	%											5.9	%
Non-GAAP
				Organic			Acquisitions /			Currency						% Change
(In millions)	YTD '11			Change			Dispositions (b)			(c)			YTD '12			Total			Organic
Revenues:
International:
Latin America	$	692.8			124.8			-			(55.4	)		762.2			10			18
EMEA		640.6			30.4			0.3			(49.7	)		621.6			(3	)		5
Asia Pacific		73.4			5.3			-			(2.6	)		76.1			4			7
International		1,406.8			160.5			0.3			(107.7	)		1,459.9			4			11
North America		485.8			(5.7	)		(2.6	)		(3.5	)		474.0			(2	)		(1	)
Total	$	1,892.6			154.8			(2.3	)		(111.2	)		1,933.9			2			8
Operating profit:
International	$	82.5			22.7			-			(6.8	)		98.4			19			28
North America		18.7			2.9			0.2			(0.2	)		21.6			16			16
Segment operating profit		101.2			25.6			0.2			(7.0	)		120.0			19			25
Non-segment (a)		(19.2	)		(2.1	)		-			-			(21.3	)		11			11
Total	$	82.0			23.5			0.2			(7.0	)		98.7			20			29
Segment operating margin:
International		5.9	%											6.7	%
North America		3.8	%											4.6	%
Segment operating margin		5.3	%											6.2	%

Amounts may not add due to rounding.

See page 20 for footnote explanations.

23

Segment Review

First Half 2012 versus First Half 2011

Consolidated Segment Review

GAAP

Revenue increased 2% to $1,934 million due primarily to organic growth of 8% in our International segment partially offset by unfavorable changes in currency exchange rates.

Segment operating profit increased 29% ($26 million) reflecting improvement in our International segment.

Non-GAAP

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

Segment operating profit increased 19% ($19 million) reflecting improvement in both our International and North America segments.

International Segment Review

Overview

GAAP

Revenues in the first half of 2012 for our International segment were 4% higher ($53 million) than the same period of 2011 as:

·   revenues in Latin America were 10% higher ($69 million)

·   revenues in EMEA were down 3% ($19 million), and

·   revenues in Asia Pacific were 4% higher ($3 million).

Operating profit in our International segment increased 36% ($26 million) due to improved profits in EMEA and Latin America.

Non-GAAP

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

Operating profit in our International segment increased 19% ($16 million) due to improved profits in Latin America and EMEA.

Latin America

GAAP

Revenue in Latin America increased 10% ($69 million) due to:

·   organic growth of 18% ($125 million) driven by inflation-based price increases across the region, partially offset by

·   an unfavorable currency impact ($55 million).

Latin America operating profit increased 21% due to:

·   31% organic growth, primarily in Mexico, Brazil and Argentina,

·   higher labor agreement expenses in the prior year period, and

·   a 2011 tax on equity in Colombia which did not recur in 2012,

partially offset by wage increases and changes in government regulations in certain countries and unfavorable currency impact ($5 million).

Non-GAAP

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

Latin America operating profit increased 21% due primarily to:

·   30% organic growth, primarily in Mexico, Brazil and Argentina

·   higher labor agreement expenses in the prior year period, and

·   a 2011 tax on equity in Colombia which did not recur in 2012,

partially offset by wage increases and changes in government regulations in certain countries and unfavorable currency impact ($5 million).

EMEA

GAAP

Revenue in EMEA decreased 3% due to unfavorable currency impact ($50 million) partially offset by organic revenue growth of 5% ($30 million).  Organic growth was driven by:

·   higher volumes in France, and

24

·   a commercial settlement in the Netherlands,

partially offset by a special project in Germany in 2011 that did not recur in 2012.

EMEA operating profit increased significantly due primarily to:

·   a 2011 $10 million loss from a legal dispute related to the exit of our Belgium CIT business,

·   organic improvement in France, and

·   a commercial settlement in the Netherlands,

partially offset by a special project in Germany in 2011 that did not recur in 2012.

Non-GAAP

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

EMEA operating profit increased 72% due to:

·   organic improvement in France, and

·   a commercial settlement in the Netherlands,

partially offset by a special project in Germany in 2011 that did not recur in 2012.

Asia Pacific

Revenue in Asia Pacific increased 4% ($3 million) due mainly to organic growth in China and India.

Operating profit decreased slightly.

North American Segment Review

GAAP

Revenues in North America decreased 2% ($12 million) due to a 1% organic decrease ($6 million) primarily in the U.S. from CIT volume and price pressure and unfavorable currency impact ($4 million).

Operating profit was flat due to organic improvement in the U.S. as a result of cost reductions despite lower CIT demand and continued pricing pressure, offset by increased U.S. retirement charges ($3 million).

Non-GAAP

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

Operating profit increased 16% due to organic improvements in the U.S. on cost reductions despite lower CIT demand and continued pricing pressure.

Most of the armored vehicles used by our U.S. operations are accounted for as operating leases.  The cost related to these leases is recognized as rental expense in the Consolidated Statements of Income.  Since March 2009, we have acquired armored vehicles in the U.S. either by purchasing or by leasing under agreements that we have accounted for as capital leases.  We currently expect to continue acquiring new vehicles in the U.S. with capital leases. The cost of vehicles under capital lease is recognized as depreciation and interest expense.  Because of the shift in the way we acquire vehicles in the U.S., our depreciation and interest related to the U.S. fleet is higher and our rental expense is lower compared to earlier periods and we expect this trend to continue.

25

Non-segment Income (Expense)

GAAP			Three Months			Six Months
			Ended June 30,		%	Ended June 30,		%
(In millions)			2012	2011	change	2012	2011	change
General and administrative		$	(12.0)	(10.4)	15	(22.2)	(19.9)	12
Retirement costs (primarily former operations)			(10.5)	(6.2)	69	(25.2)	(12.4)	unfav
Royalty income			0.3	0.4	(25)	0.9	0.7	29
Gains on business acquisitions and dispositions			0.9	-	fav	0.9	0.4	fav
	Non-segment income (expense)	$	(21.3)	(16.2)	31	(45.6)	(31.2)	46

Second Quarter

Non-segment expenses in the second quarter of 2012 were $5 million higher than 2011, mainly due to:

·   increased retirement costs ($4 million),

·   higher general and administrative costs ($2 million) mainly due to higher share-based compensation expense related to the appointment of a permanent CEO,

·   offset by gain on business acquisition ($1 million).

First Half

Non-segment expenses in the first half of 2012 were $14 million higher than 2011, mainly due to:

·   increased retirement costs ($13 million),

·   higher general and administrative costs ($2 million) mainly due to higher share-based compensation expense related to the appointment of a permanent CEO,

·   offset by gain on business acquisition ($1 million).

Outlook for full-year 2012

We believe that non-segment expenses will be approximately $89 million in 2012, up from $60 million in 2011 because of an increase in costs related to retirement plans.  See page 31 for a summary of our 2012 Outlook.

Non-GAAP			Three Months			Six Months
			Ended  June 30,		%	Ended  June 30,		%
(In millions)			2012	2011	change	2012	2011	change
General and administrative		$	(12.0)	(10.4)	15	(22.2)	(19.9)	12
Royalty income			0.3	0.4	(25)	0.9	0.7	29
	Non-segment income (expense)	$	(11.7)	(10.0)	17	(21.3)	(19.2)	11

Second Quarter and First Half

Non-segment expenses on a non-GAAP basis in the second quarter and first half of 2012 were $2 million higher than 2011, mainly due to higher share-based compensation expense related to the appointment of a permanent CEO.

Outlook for full-year 2012

We estimate that non-segment expenses on a non-GAAP basis will be approximately $41 million in 2012, flat compared to 2011.  See page 31 for a summary of our 2012 Outlook.

26

Foreign Operations

We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.

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

Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Brink’s Venezuela is subject to local laws and regulatory interpretations that determine the exchange rate at which repatriating dividends may be converted and Brink’s Argentina may in the future be subject to similar restrictions.

From time to time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.  At June 30, 2012, the notional value of our outstanding foreign currency contracts was $59.7 million with average contract maturities of one month. The foreign currency contracts primarily offset exposures in the Euro and the Mexican peso.  These contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings.  As of June 30, 2012, we had recognized losses of $0.8 million on our foreign currency contracts.  At June 30, 2012, the fair value of these outstanding contracts was a liability of $0.5 million which was included in accrued liabilities on the consolidated balance sheet.

Venezuelan operations

Our Venezuelan operations constitute a material portion of our overall consolidated operations, and accounted for $151.7 million or 8% of total Brink’s revenues in the six months ended June 30, 2012.  Our operating margins in Venezuela have varied depending on the mix of business during any year and have been up to three times our overall International segment operating margin rate.

Beginning January 1, 2010, we designated Venezuela’s economy as highly inflationary for accounting purposes, and we consolidated our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies.

The Venezuelan government has established an exchange process that requires each transaction be approved by the government’s central bank (the “SITME” rate).  On a daily basis, the central bank publishes ranges of prices at which it may approve transactions to purchase dollar-denominated bonds, resulting in an exchange rate range of 4.3 to 5.3 bolivar fuertes to the U.S. dollar. To date, approved transactions have been at the upper end of the range.  To the extent we need to obtain U.S. dollars, we currently expect our U.S. dollar-denominated transactions to be settled at a rate of 5.3 bolivar fuertes to the U.S. dollar.  We have used this rate to remeasure our bolivar fuerte-denominated monetary assets and liabilities into U.S. dollars at June 30, 2012, resulting in bolivar fuerte-denominated net monetary assets at June 30, 2012, of $60.5 million.  For the six months ended June 30, 2012 and for the twelve months ended December 31, 2011, we did not recognize any remeasurement gains or losses as the SITME rate did not change.

Under the SITME process, approved transactions may not exceed $350,000 per legal entity per month.  We have obtained sufficient U.S. dollars to purchase imported supplies and fixed assets to operate our business in Venezuela but our continued ability to do this is less certain.  We believe the repatriation of cash invested in Venezuela will be limited in the future.  We have also been successful at converting some bolivar fuertes to U.S. dollars through other legal channels, at a rate not as favorable as the SITME rate.

At June 30, 2012, our Venezuelan subsidiaries held $1.8 million of cash and short-term investments denominated in U.S. dollars and $21.4 million of cash and $5.4 million of short-term investments denominated in bolivar fuertes.  On an equity-method basis, we had investments in our Venezuelan operations of $81.0 million at June 30, 2012.

]

27

Other Operating Income (Expense)

Other operating income (expense) includes segment and non-segment other operating income and expense.

				Three Months			Six Months
				Ended June 30,		%	Ended June 30,		%
(In millions)				2012	2011	change	2012	2011	change
Share in earnings of equity affiliates			$	1.4	1.2	17	2.6	2.1	24
Gains on business acquisitions and dispositions				0.9	-	fav	0.9	0.4	fav
Gains (losses) on sale of property and other assets				0.2	0.9	(78)	0.4	0.5	(20)
Settlement loss related to Belgium bankruptcy				-	(10.1)	(100)	-	(10.1)	(100)
Impairment losses				(1.1)	(0.5)	unfav	(1.1)	(0.5)	unfav
Royalty income				0.4	0.4	-	1.0	0.7	43
Foreign currency items:
	Transaction gains (losses)			(2.8)	(0.2)	unfav	(2.4)	0.8	unfav
	Hedge losses			(0.7)	(0.2)	unfav	(0.8)	(0.2)	unfav
Other				0.4	0.2	100	0.3	1.0	(70)
		Other operating income (expense)	$	(1.3)	(8.3)	(84)	0.9	(5.3)	fav

Second Quarter and First Half

Other operating income improved in the second quarter and first half of 2012 mainly as a result of a $10 million settlement loss in 2011 related to Belgium bankruptcy, partially offset by $3 million in higher foreign currency transaction losses.

Nonoperating Income and Expense

Interest expense
		Three Months			Six Months
		Ended June 30,		%	Ended June 30,		%
(In millions)		2012	2011	change	2012	2011	change
Interest expense	$	5.4	5.9	(8)	11.7	11.7	-

Outlook for full-year 2012

We expect our interest expense to be between $22 million and $25 million in 2012. See page 31 for a summary of our 2012 outlook.

28

Interest and other income (expense)
			Three Months			Six Months
			Ended June 30,		%	Ended June 30,		%
(In millions)			2012	2011	change	2012	2011	change
Interest income		$	1.3	1.0	30	2.6	2.4	8
Gain on sale of available-for-sale securities			-	-	-	2.1	4.4	(52)
Foreign currency hedge gains (losses)			-	-	-	-	(1.2)	(100)
Other			(0.4)	0.1	unfav	0.1	(0.1)	fav
	Interest and other income (expense)	$	0.9	1.1	(18)	4.8	5.5	(13)

Second Quarter and First Half

Interest and other income (expense) was flat in the second quarter of 2012 compared with the prior-year quarter.  Interest and other income (expense) was slightly lower in the first half of 2012 than the prior-year period primarily due to a decrease in gains on the sale of available-for-sale securities ($2 million), partially offset by lower foreign currency hedge losses ($1 million).

Income Taxes

		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2012		2011		2012		2011
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(10.1)		5.6		6.1		17.0
Effective tax rate		(45.9)	%	35.9	%	9.8	%	33.2	%

2012 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2012 was lower than the 35% U.S. statutory tax rate largely due to a$21 million non-cash income tax benefit as a result of the Company changing its funding strategy for retiree health care obligations (as described below), partially offset by higher taxes due to the geographical mix of earnings, withholding taxes, and the characterization of a French business tax as an income tax.

The Company changed its funding strategy for certain retiree health care obligations and, as a result, no longer expects to be affected by an income tax deduction limitation enacted by The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (“the Act”).  The Act disallows deductions for prescription drug benefit costs funded after December 31, 2012, to the extent these costs are reimbursed by a “Medicare Part D Subsidy.”   

2011 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2011 was lower than the 35% U.S. statutory tax rate largely due to a $2.8 million benefit for changes in legislation in various jurisdictions and tax claims and audit settlements, partially offset by higher taxes due to the geographical mix of earnings and the characterization of a French business tax as an income tax.

Outlook for full-year2012

On a GAAP basis, the effective income tax rate for 2012 is expected to be between 26% and 29%.  On a non-GAAP basis, the effective income tax rate for 2012 is expected to be between 37% and 40% as it excludes the income tax benefit recorded as a result of changing the funding strategy with respect to retiree health care obligations.  Our effective tax rate may fluctuate materially from these estimates due to changes in forecasted permanent book-tax differences, changes in the expected geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies and other factors.

29

Noncontrolling Interests

		Three Months			Six Months
		Ended June 30,		%	Ended June 30,		%
(In millions)		2012	2011	change	2012	2011	change
Net income attributable to noncontrolling interests	$	1.6	4.7	(66)	8.4	10.0	(16)

The decrease in net income attributable to noncontrolling interests in the three and six months ended June 30, 2012 was primarily due to a decrease in the net income of our Venezuelan subsidiaries.

Outlook for full-year2012.   We expect net income attributable to noncontrolling interests on a GAAP and non-GAAP basis to be $24 million to $28 million in 2012.

30

Outlook

				GAAP			Non-GAAP
(In millions)				Full-Year	Full-Year 2012		Full-Year	Full-Year 2012
				2011	Estimate		2011	Estimate
Organic revenue growth
	International			12 %	7% – 10%		12 %	7% – 10%
	North America			-	-		-	-
		Total		8 %	5% – 8%		8 %	5% – 8%
Currency impact on revenue
	International			5 %	(4)% –  (6)%		5 %	(4)% –  (6)%
	North America			1 %	-		1 %	-
		Total		4 %	(3)% –  (5)%		4 %	(3)% –  (5)%
Segment margin
	International			6.9 %	7.0% – 8.0%		7.3 %	7.0% – 8.0%
	North America			3.2 %	3.6% – 4.6%		3.6 %	4.5% – 5.5%
		Total		5.9 %	~ 7%		6.3 %	~ 7%
Non-segment expense:
	General and administrative		$	43	43	$	43	43
	Retirement plans (a)			25	48		-	-
	Royalty income			(2)	(2)		(2)	(2)
	CEO retirement costs (b)			4	-		-	-
	Gains on acquisitions and asset dispositions (c)			(10)	(1)		-	-
		Non-segment Expense	$	60	89	$	41	41
Effective income tax rate				38 %	26% – 29%		39 %	37% – 40%
Interest expense			$	24	22 – 25	$	24	22 – 25
Net income attributable to
	noncontrolling interests		$	24	24 – 28	$	23	24 – 28
Fixed assets acquired:
	Capital expenditures		$	196	215	$	196	215
	Capital leases (d)			43	20		43	20
		Total	$	239	235	$	239	235
Depreciation and amortization			$	162	165 – 180	$	162	165 – 180
Amounts may not add due to rounding.

(a)   Costs related to U.S. retirement plans have been excluded from non-GAAP results.

(b)   Costs related to the 2011 retirement of the former CEO are excluded from non-GAAP results.

(c)   The following gains are excluded from non-GAAP results:

·   sale of the U.S. document destruction business ($6.7 million),

·   gains on acquisitions ($2.5 million in 2011 and $0.9 million in 2012),

·   sales of former operating assets ($0.5 million) in 2011.

(d)   Includes capital leases for newly acquired assets only.  Sales leaseback transactions that occurred during 2011 of $18 million for assets that were originally purchased and included as capital expenditures have been excluded from “Fixed assets acquired – capital leases.”

For more information about our outlook, see:

·   page 19 for organic revenue growth,

·   page 19 for segment operating margin,

·   page 26 non-segment expenses,

·   page 29 for effective income tax rate,

·   page 28 for interest expense,

·   page 30 for net income attributable to noncontrolling interests, and

·   page 35 for depreciation and amortization.

31

Non-GAAP Results – Reconciled to Amounts Reported under GAAP

Non-GAAP results described in this filing are financial measures that are not required by, or presented in accordance with GAAP.

Purpose of Non-GAAP Information

The purpose of the non-GAAP information is to report our financial information

·   without certain income and expense items, and

·   to adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year non-GAAP tax rate.

The non-GAAP information provides information to assist comparability and estimates of future performance.   We believe these measures are helpful in assessing operations and estimating future results and enable period-to-period comparability of financial performance.  Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.

(In millions, except for per share amounts)				GAAP Basis	Gains on Acquisitions and Dispositions (a)	Employee Benefit Settlement Losses (b)	U.S. Retirement Plans (c)	Tax Benefit on Change in Health Care Funding Strategy (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Second Quarter 2012
Operating profit:
	International		$	36.4	-	0.3	-	-	-	36.7
	North America			11.4	-	-	2.2	-	-	13.6
		Segment operating profit		47.8	-	0.3	2.2	-	-	50.3
	Non-segment			(21.3)	(0.9)	-	10.5	-	-	(11.7)
		Operating profit	$	26.5	(0.9)	0.3	12.7	-	-	38.6
Amounts attributable to Brink’s:
Income from continuing operations			$	30.5	(0.6)	0.2	7.9	(20.9)	2.1	19.2
Diluted EPS – continuing operations				0.63	(0.01)	-	0.16	(0.43)	0.04	0.40
			First Half 2012
Operating profit:
	International		$	97.3	-	1.1	-	-	-	98.4
	North America			17.2	-	-	4.4	-	-	21.6
		Segment operating profit		114.5	-	1.1	4.4	-	-	120.0
	Non-segment			(45.6)	(0.9)	-	25.2	-	-	(21.3)
		Operating profit	$	68.9	(0.9)	1.1	29.6	-	-	98.7
Amounts attributable to Brink’s:
Income from continuing operations			$	47.5	(1.8)	0.8	18.5	(20.9)	3.0	47.1
Diluted EPS – continuing operations				0.98	(0.04)	0.02	0.38	(0.43)	0.06	0.97

(a)   To eliminate:

·   First quarter gain related to the sale of investments in mutual fund securities ($2 million).  Proceeds from the sale were used to fund the settlement of pension obligations related to our former CEO.

·   Second quarter gain related to business acquisition ($0.9 million).

(b)   To eliminate employee benefit settlement losses related to severance payments made by Brink’s subsidiary in Mexico.  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.

(e)   To adjust effective income tax rate in the interim period to be equal to the midpoint of the estimated range of the full-year non-GAAP effective income tax rate.  The midpoint of the estimated range of the full-year non-GAAP effective tax rate for 2012 is 38.5%.

Amounts may not add due to rounding.

32

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP (Continued)
(In millions, except for per share amounts)				GAAP Basis	Gains on Acquisitions and Dispositions   (a)	Belgium Settlement Charge (b)	Employee Benefit Settlement Losses (c)	U.S. Retirement Plans (d)	Adjust Income Tax Rate (e)	Non-GAAP Basis
			Second Quarter 2011
Operating profit:
	International		$	26.2	-	10.1	1.0	-	-	37.3
	North America			10.4	-	-	-	0.8	-	11.2
		Segment operating profit		36.6	-	10.1	1.0	0.8	-	48.5
	Non-segment			(16.2)	-	-	-	6.2	-	(10.0)
		Operating profit	$	20.4	-	10.1	1.0	7.0	-	38.5
Amounts attributable to Brink’s:
Income from continuing operations			$	5.3	-	6.4	0.7	4.4	0.2	17.0
Diluted EPS – continuing operations				0.11	-	0.13	0.01	0.09	-	0.35
			First Half 2011
Operating profit:
	International		$	71.4	-	10.1	1.0	-	-	82.5
	North America			17.2	-	-	-	1.5	-	18.7
		Segment operating profit		88.6	-	10.1	1.0	1.5	-	101.2
	Non-segment			(31.2)	(0.4)	-	-	12.4	-	(19.2)
		Operating profit	$	57.4	(0.4)	10.1	1.0	13.9	-	82.0
Amounts attributable to Brink’s:
Income from continuing operations			$	24.2	(3.0)	6.4	0.7	8.8	(1.3)	35.8
Diluted EPS – continuing operations				0.50	(0.06)	0.13	0.01	0.18	(0.03)	0.74

(a)   To eliminate gains on available-for-sale equity and debt securities and gain related to acquisition of controlling interest in a subsidiary that was previously accounted for as an equity method investment.

(b)   To eliminate settlement charge related to exit of Belgium cash-in-transit business.

(c)   To eliminate employee benefit settlement loss related to severance payments made by Brink’s subsidiary in Mexico.  Employee termination benefits in Mexico are accounted for under FASB ASC Topic 715, Compensation – Retirement Benefits.

(d)   To eliminate expenses related to U.S. retirement plans.

(e)   To adjust effective income tax rate to be equal to the full-year non-GAAP effective income tax rate.  The non-GAAP effective tax rate for 2011 was 38.6%.

Amounts may not add due to rounding.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities decreased by $39.0 million in the first six months of 2012 as compared to the first six months of 2011.  We used $17.2 million more cash for investing activities in the first six months of 2012 as compared to the first six months of 2011, primarily as a result of an acquisition in France in January 2012.  We financed our liquidity needs in the first six months of 2012 with our revolving credit facilities and other borrowings.

We entered into a new master lease agreement in late 2009 to finance the acquisition of new armored vehicles in the U.S.  Vehicles acquired under the 2009 lease agreement have been accounted for as capital leases.  Vehicles acquired under the previous lease agreement were accounted for as operating leases.

Operating Activities

				Six Months
				Ended June 30,		$
(In millions)				2012	2011	change
Cash flows from operating activities
	Non-GAAP basis		$	50.7	78.3	(27.6)
	Decrease in certain customer obligations (a)			(20.4)	(10.2)	(10.2)
	Discontinued operations (b)			-	1.2	(1.2)
		GAAP basis	$	30.3	69.3	(39.0)

(a)   To eliminate the change in the balance of customer obligations related to cash received and processed in certain of our secure cash logistics 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.

Non-GAAP cash flows from operating activities are supplemental financial measures that are not required by, or presented in accordance with GAAP. The purpose of the non-GAAP cash flows from operating activities is to report financial information excluding the impact of cash received and processed in certain of our secure cash logistics operations, without cash flows from discontinued operations.   We believe these measures are helpful in assessing cash flows from operations, enable period-to-period comparability and are useful in predicting future operating cash flows. Non-GAAP cash flows from operating activities should not be considered as an alternative to cash flows from operating activities determined in accordance with GAAP and should be read in conjunction with our consolidated statements of cash flows.

GAAP

Operating cash flows decreased by $39.0 million in the first six months of 2012 as compared to the same period in 2011. The decrease was primarily due to the payment of an $11.1 million pension benefit to our former CEO, a $10.2 million decline in cash held for customers in certain cash logistics operations, a $9.2 million increase in cash paid for taxes, and higher cash outflows of working capital.  These cash outflows were partially offset by higher operating profit, with the remaining outflows being financed by increased borrowings from short-term debt and long-term revolving credit facilities.

Non-GAAP

Cash flows from operating activities decreased by $27.6 million on a non-GAAP basis in the first six months of 2012 as compared to the same period in 2011.  The decrease was primarily due to the payment of an $11.1 million pension benefit to our former CEO, a $9.2 million increase in cash paid for taxes, and higher cash outflows of working capital. These cash outflows were partially offset by higher operating profit, with the remaining outflows being financed by increased borrowings from short-term debt and long-term revolving credit facilities.

Mr. Michael Dan, former president and CEO, retired in December 2011 and was paid $5.2 million in 2011 as provided for under his succession agreement.  Mr. Dan was also owed an $11.6 million pension benefit payment in 2012, of which $11.1 million was paid in the first three months of 2012.  These pension benefits were funded by assets in an existing grantor trust, the proceeds of which are reported in investing activities.  He also received in June 2012 a distribution of company stock for his accumulated deferred compensation, net of minimum tax withholdings.  Tax withholdings of $4.1 million were remitted in July 2012.

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Investing Activities

				Six Months
				Ended June 30,		$
(In millions)				2012	2011	change
Cash flows from investing activities
	Capital expenditures		$	(73.0)	(71.6)	(1.4)
	Acquisitions			(16.4)	(1.4)	(15.0)
	Proceeds from the sale of available-for-sale securities			11.8	12.2	(0.4)
	Other			(0.7)	(0.3)	(0.4)
		Investing activities	$	(78.3)	(61.1)	(17.2)

Cash flows from investing activities decreased by $17.2 million in the first six months of 2012 versus the first six months of 2011.  The decrease was primarily due to a $15.0 million increase in cash used for business acquisitions as we acquired a logistics software provider in France in 2012.

Capital expenditures and depreciation and amortization were as follows:

					Six Months				Full Year
					Ended June 30,		$	Full Year	Outlook
(In millions)					2012	2011	change	2011	2012
Property and Equipment Acquired during the period
	Capital expenditures:
		International		$	45.8	53.6	(7.8)	144.8	(a)
		North America			27.2	18.0	9.2	51.4	(a)
			Capital expenditures		73.0	71.6	1.4	196.2	215
	Capital leases (b):
		International			2.7	5.7	(3.0)	7.6	(a)
		North America			6.0	24.0	(18.0)	35.4	(a)
			Capital leases		8.7	29.7	(21.0)	43.0	20
	Total:
		International			48.5	59.3	(10.8)	152.4	(a)
		North America			33.2	42.0	(8.8)	86.8	(a)
			Total	$	81.7	101.3	(19.6)	239.2	235
Depreciation and amortization
	International			$	53.0	52.7	0.3	105.8	(a)
	North America				30.9	27.3	3.6	56.6	(a)
		Depreciation and amortization		$	83.9	80.0	3.9	162.4	165 – 180

(a)   Not provided

(b)   Represents the amount of property and equipment acquired using capital leases.  Since 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.  Sales leaseback transactions are excluded from "Capital leases" in this table.

Capital expenditures in the first half of 2012 were primarily for new cash processing and security equipment, armored vehicles and information technology.  Capital expenditures in the first half of 2012 were consistent when compared to the same period of 2011, however, total property and equipment acquired during the first half of 2012 was $19.6 million lower than the same 2011 period.  Full-year total property and equipment acquired during 2012 is expected to be slightly lower than full-year 2011.

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Financing Activities

Summary of financing activities

				Six Months
				Ended June 30,
(In millions)				2012	2011
Cash provided (used) by financing activities
Borrowings and repayments:
	Short-term debt		$	12.0	6.5
	Long-term revolving credit facilities			2.9	(116.3)
	Issuance of private placement notes			-	100.0
	Other long-term debt			(7.2)	(14.6)
		Borrowings (repayments)		7.7	(24.4)
Debt financing costs				(1.5)	(0.6)
Dividends attributable to:
	Shareholders of Brink’s			(9.4)	(9.3)
	Noncontrolling interests in subsidiaries			(5.7)	(11.4)
Other				(0.4)	3.8
Cash flows from financing activities			$	(9.3)	(41.9)

Debt borrowings and repayments

We increased the use of short-term debt and long-term revolving credit facilities in the first half of 2012 to fund operating and investing activities.

Common stock

We contributed $9 million in newly issued common stock to our primary U.S. pension plan in the first quarter of 2012.  Since the contribution did not involve cash, the transaction is not included in our consolidated statements of cash flows.

Dividends

We paid dividends to Brink’s shareholders of $0.20 per share ($9.4 million) in the first half of 2012.  Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the board of directors.

Capitalization

We use a combination of debt, leases and equity to capitalize our operations.

Tight credit markets in late 2008 and early 2009 resulted in unreliable credit availability under our U.S. armored vehicle master lease agreement and volatile pricing.  As a result, from March 2009 to late 2009, we purchased vehicles with cash borrowed under our committed credit facilities instead of leasing.  In late 2009 as credit markets stabilized, we began to lease vehicles under a new master agreement.  Vehicles acquired under the 2009 master lease agreement are accounted for as capital leases.  Vehicles acquired under the previous lease agreement are accounted for as operating leases based on terms of that agreement.  We expect to continue financing new vehicles in the U.S. using capital leases.

Reconciliation of Net Debt to GAAP measures

				June 30,	December 31,
(In millions)				2012	2011
Debt:
	Short-term		$	37.5	25.4
	Long-term			368.3	364.0
		Total Debt		405.8	389.4
Cash and cash equivalents				126.9	182.9
Less amounts held by cash logistics operations (a)				(5.7)	(25.1)
		Cash and cash equivalents available for general corporate purposes		121.2	157.8
		Net Debt	$	284.6	231.6

(a)   Title to cash received and processed in certain of our secure cash logistics 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.

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Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP.  We use Net Debt as a measure of our financial leverage.  We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our consolidated balance sheets.  Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP.   Net Debt excluding cash and debt in Venezuelan operations was $308 million at June 30, 2012, and $242 million at December 31, 2011.

Net Debt increased by $53 million primarily due to the acquisition of a logistics software provider in France in 2012($16 million) and cash needed to fund operational activities.

Liquidity Needs

Our operating liquidity needs are typically financed by cash from operations, short-term debt and the Revolving Facility (our debt facilities are described below). We have certain limitations and considerations related to the cash and borrowing capacity that are reported in our consolidated financial statements.  Based on our current cash on hand, amounts available under our credit facilities and current projections of cash flows from operations, we believe that we will be able to meet our liquidity needs for more than the next twelve months.

Limitations on dividends from foreign subsidiaries.   A significant portion of our operations are outside the U.S. which may make it difficult to repatriate cash for use in the U.S.  See “Risk Factors” in Item 1A of our 2011 Form 10-K, for more information on the risks associated with having businesses outside the U.S.

Incremental taxes.  We have approximately $107 million of cash held by subsidiaries at June 30, 2012, that we consider to be permanently invested and that we do not expect to repatriate to the U.S.  If we were to decide to repatriate this cash to the U.S., we might have to accrue and pay additional income taxes.  Given the number of foreign operations and the complexities of the tax law, it is not practical to estimate the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation were to occur.

Venezuela.  In 2010, Venezuela began limiting conversions of bolivar fuertes to U.S. dollars to $350,000 per legal entity per month.  As a result, we do not anticipate repatriation of cash from our Venezuelan operations to the U.S. for the foreseeable future.  This may limit our ability to use funds earned in Venezuela for general corporate purposes, including reducing our debt. At June 30, 2012, our Venezuelan subsidiaries held $1.8million of cash and short-term investments denominated in U.S. dollars and $21.4 million of cash and $5.4 million of short term investments denominated in bolivar fuertes.

Pension contributions.We have a significant underfunded U.S. pension plan that will be required to be funded in the future.  New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements over a longer period of time.  We made $9 million of contributions with shares of our common stock in the first three months of 2012 and an additional $7 million cash contribution in July 2012.  We currently expect to be able to fund pension contributions in the future with cash from operations and borrowings, but we may contribute shares of our stock in the future, if necessary.

Debt

On January 6, 2012, we amended our unsecured revolving bank credit facility (the “Revolving Facility”).  The amendment provides for an increase in the amount of the Revolving Facility from $400 million to $480 million at more favorable pricing and extends the maturity date from July 2014 to January 2017. The Revolving Facility’s interest rate is based on LIBOR plus a margin, alternate base rate plus a margin, or competitive bid.  The Revolving Facility allows us to borrow or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility.As of June 30, 2012, $369 million was available under the Revolving Facility.  Amounts outstanding under the Revolving Facility as of June 30, 2012, were denominated primarily in U.S. dollars and to a lesser extent in Canadian dollars.

The margin on LIBOR borrowings under the Revolving Facility, which ranges from 0.9% to 1.575% depending on our credit rating, was 1.20% at June 30, 2012.  The margin on alternate base rate borrowings under the Revolving Facility ranges from 0.0% to 0.575%.  We also pay an annual facility fee on the Revolving Facility based on our credit rating.  The facility fee, which ranges from 0.10% to 0.30%, was 0.175% at June 30, 2012.

We have $100 million in unsecured notes issued through a private placement debt transaction (the “Notes”).  The Notes comprise $50 million in series A notes with a fixed interest rate of 4.57% and $50 million in series B notes with a fixed interest rate of 5.20%.  The Notes are due in January 2021 with principal payments under the series A notes to begin in January 2015.  The proceeds of $100 million were utilized to pay down the Revolving Facility.

As of June 30, 2012, we had three unsecured multi-currency revolving bank credit facilities totaling $70 million, of which approximately $38 million was available. A $20 million facility expires in December 2012, another $20 million facility expires in May 2014 and a $30 million

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facility expires in October 2014.  Interest on these facilities is based on LIBOR plus a margin.  The margin ranges from 1.0% to 2.50%.  We also have the ability to borrow from other banks, at the banks’ discretion, under short-term uncommitted agreements.  Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

We have three unsecured letter of credit facilities totaling $164 million, of which approximately $57 million was available at June 30, 2012.  A $54 million facility expires in December 2014, a $25 million facility expires in December 2014 and an $85 million facility expires in June 2015.  The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

On April 17, 2012, we entered into a $20 million unsecured committed credit facility (the “2012 Credit Facility”) that will expire in April 2014.  Interest on this facility is based on LIBOR plus a margin, which ranges from 1.20% to 1.575%.  As of June 30, 2012, $20 million was available under the 2012 Credit Facility.

The Revolving Facility, the Notes, the three unsecured multi-currency revolving bank credit facilities, the three letter of credit facilities and the 2012 Credit Facility contain subsidiary guarantees and various financial and other covenants.  The financial covenants, among other things, limit our total indebtedness, limit priority debt, limit asset sales, limit the use of proceeds from asset sales and provide for minimum coverage of interest costs.  The credit agreements do not provide for the acceleration of payments should our credit rating be reduced.  If we were not to comply with the terms of our various credit agreements, the repayment terms could be accelerated and the commitments could be withdrawn.  An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other loan agreements.  We were in compliance with all financial covenants at June 30, 2012.

We have $43 million of bonds issued by the Peninsula Ports Authority of Virginia recorded as debt on our balance sheet.  Although we are not the primary obligor of the debt, we have guaranteed the debt and we believe that we will ultimately pay this obligation.  The guarantee originated as part of a former interest in Dominion Terminal Associates, a deep water coal terminal. We continue to pay interest on the debt.  The bonds bear a fixed interest rate of 6.0% and mature in 2033.  The bonds may mature prior to 2033 upon the occurrence of specified events such as the determination that the bonds are taxable or if we fail to abide by the terms of the guarantee.

Equity

At June 30, 2012, we had 100 million shares of common stock authorized and 47.6 million shares issued and outstanding.

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U.S. Retirement Liabilities

Funded Status of U.S. Retirement Plans
			Actual	Actual	Projected
(In millions)			2011	1st Half 2012	2nd Half 2012	2013	2014	2015	2016
U.S. pension plans
Beginning funded status		$	(191.7)	(305.3)	(276.8)	(248.8)	(188.6)	(115.2)	(39.9)
Net periodic pension credit (a)			18.8	8.0	8.1	16.2	22.3	28.1	33.3
Payment from Brink’s:
	Primary U.S. pension plan (b)		-	9.0	22.5	41.5	51.1	47.0	42.4
	Other U.S. pension plan		0.7	11.5	1.7	2.4	0.8	0.8	0.8
Benefit plan experience (loss) gain			(133.1)	-	(4.3)	0.1	(0.8)	(0.6)	0.1
Ending funded status		$	(305.3)	(276.8)	(248.8)	(188.6)	(115.2)	(39.9)	36.7
UMWA plans
Beginning funded status		$	(164.1)	(261.6)	(262.2)	(262.6)	(264.6)	(267.4)	(271.2)
Net periodic postretirement credit (cost) (a)			1.5	(0.6)	(0.4)	(2.0)	(2.8)	(3.8)	(4.7)
Benefit plan experience loss			(97.6)	-	-	-	-	-	-
Other			(1.4)	-	-	-	-	-	-
Ending funded status		$	(261.6)	(262.2)	(262.6)	(264.6)	(267.4)	(271.2)	(275.9)
Black lung and other plans
Beginning funded status		$	(62.2)	(60.9)	(58.9)	(56.3)	(52.8)	(49.4)	(46.2)
Net periodic postretirement cost (a)			(2.8)	(1.3)	(1.3)	(2.3)	(2.1)	(2.0)	(1.9)
Payment from Brink’s			7.0	3.3	3.9	5.8	5.5	5.2	5.0
Benefit plan experience loss			(2.9)	-	-	-	-	-	-
Ending funded status		$	(60.9)	(58.9)	(56.3)	(52.8)	(49.4)	(46.2)	(43.1)

(a)   Excludes amounts reclassified from accumulated other comprehensive income (loss).

(b)   New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time.  We have not yet estimated the effect of the new law on our projected contributions to our primary U.S. pension plan, as the rules to apply the new law are not yet available.

U.S. Pension Plans

Pension benefits provided to eligible U.S. employees have been frozen.  There are approximately 20,400 beneficiaries in the plans.  We made a $9 million stock contribution to the plan in the first quarter of 2012 and a $7 million cash contribution to the plan in July 2012.  Based on the laws and assumptions as of December 31, 2011, we estimate that we owe required contributions of an additional $15.5 million to be paid during the remainder of 2012 and contributions totaling $197 million to be paid from 2013 to 2018.

New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time.  We have not yet estimated the effect of the new law on our projected contributions to our primary U.S. pension plan as the rules to apply the new law are not yet available.

UMWA Plans

Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees.   There are approximately4,400 beneficiaries in the UMWA plans.  We do not expect to make additional contributions to these plans until 2023.

Black Lung

Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973.  There are approximately 800 black lung beneficiaries.

Other

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

Assumptions for U.S. Retirement Obligations

We have made various assumptions to estimate the amount of payments to be made in the future.  The most significant assumptions include:

·   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

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·

The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2011.

Summary of Total Expenses Related to All U.S. Retirement Liabilities

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

			Actual	Actual	Projected
(In millions)			2011	1st Half 2012	2nd Half 2012	FY2012	2013	2014	2015	2016
U.S. pension plans		$	9.4	15.7	11.6	27.3	25.1	13.4	4.1	(3.9)
UMWA plans			13.2	11.1	10.9	22.0	22.6	22.5	22.5	22.6
Black lung and other plans			5.4	2.8	3.1	5.9	5.0	4.9	4.7	4.5
	Total	$	28.0	29.6	25.6	55.2	52.7	40.8	31.3	23.2
Amounts allocated to:
	North America Segment	$	3.2	4.4	4.4	8.8	9.5	5.0	1.4	(1.7)
	Non-segment		24.8	25.2	21.2	46.4	43.2	35.8	29.9	24.9
	Total	$	28.0	29.6	25.6	55.2	52.7	40.8	31.3	23.2

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

This table summarizes actual and projected payments

·   from Brink’s to U.S. retirement plans, and

·   from the plans to participants.

			Actual	Actual	Projected
(In millions)			2011	1st Half 2012	2nd Half 2012	FY2012	2013	2014	2015	2016
Payments from Brink’s to U.S. Plans
Primary U.S. pension plan (a)		$	-	9.0	22.5	31.5	41.5	51.1	47.0	42.4
Other U.S. pension plan			0.7	11.5	1.7	13.2	2.4	0.8	0.8	0.8
Black lung and other plans			7.0	3.3	3.9	7.2	5.8	5.5	5.2	5.0
	Total	$	7.7	23.8	28.1	51.9	49.7	57.4	53.0	48.2
Payments from U.S. Plans to participants
Primary U.S. pension plan		$	39.0	20.5	21.9	42.4	43.7	45.2	46.4	47.8
Other U.S. pension plan			0.7	11.5	1.7	13.2	2.4	0.8	0.8	0.9
UMWA plans			39.1	16.8	20.1	36.9	37.5	37.4	37.5	36.9
Black lung and other plans			7.0	3.3	3.9	7.2	5.8	5.5	5.2	5.0
	Total	$	85.8	52.1	47.6	99.7	89.4	88.9	89.9	90.6
(a)	see previous page note (b)

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

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Commitments and Contingent Matters

Operating leases

We have made residual value guarantees of approximately $22.5 million at June 30, 2012, related to operating leases, principally for trucks and other vehicles.

We are involved in various lawsuits and claims in the ordinary course of business.  We are not able to estimate the range of losses for some of these matters.  We have recorded accruals for losses that are considered probable and reasonably estimable.  We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our liquidity, financial position or results of operations.  Additional information with respect to these matters is contained in Note 9 to the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q and incorporated herein by reference.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.  These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates.  In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program.  Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the six months ended June 30, 2012.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based upon that evaluation, as of end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Forward-looking information

This document contains both historical and forward-looking information.  Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward-looking information.  Forward-looking information in this document includes, but is not limited to, statements regarding future U.S. dollar transactions in Venezuela, the ability to obtain U.S. dollars in Venezuela and future Venezuela cash repatriations, future required contributions to the primary U.S. pension plan and the possible use of stock to satisfy these obligations, the deductibility of certain income tax expenses under The Patient Protection and Affordable Healthcare Act, the outcome of pending litigation and the anticipated financial effect of the disposition of these matters, organic revenue growth and segment operating profit margin in 2012, anticipated results in Latin America and Europe,future U.S. vehicle acquisitions through capital leases, anticipated depreciation, interest and rental expenses related to the U.S. fleet, anticipated non-segment expenses, anticipated interest expense, the anticipated annual effective tax rate for 2012 and our tax position and underlying assumptions, anticipated net income attributable to noncontrolling interests, the anticipated currency impact on revenue, anticipated fixed assets acquired, depreciation and amortization for 2012, the ability to meet our liquidity needs, repatriation of cash to the U.S., future payment of bonds issued by the Peninsula Ports Authority of Virginia, projected U.S. retirement plan contributions, costs and expenses, the effect of new legislation titled Moving Ahead for Progress in the 21st Century on the method of computing funding requirements for our primary U.S. pension plan, and projected black lung liability and U.S. retirement plan liabilities.  Forward-looking information in this document is subject to known and unknown risks, uncertainties and contingencies, which could cause actual results, performance or achievements to differ materially from those that are anticipated.

These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to continuing market volatility and commodity price fluctuations and their impact on the demand for our services, our ability to continue profit growth in Mexico and the rest of Latin America, our ability to maintain or improve volumes at favorable pricing levels and increase cost efficiencies in the United States and Europe, investments in information technology and value-added services and their impact on revenue and profit growth, the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates, the implementation of high-value solutions, the ability to identify and execute further cost and operational improvements and efficiencies in our core businesses, our ability to integrate successfully recently acquired companies and improve their operating profit margins, the willingness of our customers to absorb fuel surcharges and other future price increases, the actions of competitors, our ability to identify acquisitions and other strategic opportunities in emerging markets, regulatory and labor issues in many of our global operations and security threats worldwide, the impact of turnaround actions responding to current conditions in Europe and our productivity and cost control efforts in that region, the stability of the Venezuelan economy and changes in Venezuelan policy regarding exchange rates, fluctuations in value of the Venezuelan bolivar fuerte, our ability to obtain necessary information technology and other services at favorable pricing levels from third party service providers, variations in costs or expenses and performance delays of any public or private sector supplier, service provider or customer, our ability to obtain appropriate insurance coverage, positions taken by insurers with respect to claims made and the financial condition of insurers, safety and security performance, our loss experience, changes in insurance costs, the outcome of pending and future claims and litigation, risks customarily associated with operating in foreign countries including changing labor and economic conditions, currency devaluations, safety and security issues, political instability, restrictions on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive government actions, costs associated with the purchase and implementation of cash processing and security equipment, employee and environmental liabilities in connection with our former coal operations, black lung claims incidence, the impact of the Patient Protection and Affordable Care Act on black lung liability and operations, changes to estimated liabilities and assets in actuarial assumptions due to payments made, investment returns, interest rates and annual actuarial revaluations, the funding requirements, accounting treatment, investment performance and costs and expenses of our pension plans, the VEBA and other employee benefits, mandatory or voluntary pension plan contributions, the nature of our hedging relationships, changes in estimates and assumptions underlying our critical accounting policies, access to the capital and credit markets, seasonality, pricing and other competitive industry factors.  Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2011 and in our other public filings with the Securities and Exchange Commission.  The information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document.

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Part II - Other Information

Item 1.  Legal Proceedings

We are involved in various lawsuits and claims in the ordinary course of business.  We are not able to estimate the range of losses for some of these matters.  We have recorded accruals for losses that are considered probable and reasonably estimable.  We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our liquidity, financial position or results of operations.  Additional information with respect to these matters is contained in Note 9 to the Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 6.  Exhibits

Exhibit

Number        Description

10.1	Pension Equalization Plan, as amended and restated as of July 23, 2012.
10.2	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.
10.3	Terms and Conditions for options granted under 2005 Equity Incentive Plan, effective July 11, 2012.
10.4	Terms and Conditions for restricted stock units granted under 2005 Equity Incentive Plan, effective July 11, 2012.
10.5	Change in Control Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein.
10.6	Stock Option Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein.
10.7	Restricted Stock Unit Award Agreement, dated as of June 15, 2012, between the Registrant and Thomas C. Schievelbein.
10.8	Directors’ Stock Accumulation Plan, as amended and restated as of July 12, 2012.
10.9	Non-Employee Directors’ Equity Plan, as amended and restated as of July 12, 2012.
31.1	Certification of Thomas C. Schievelbein, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Joseph W. Dziedzic, Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Thomas C. Schievelbein,  President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Joseph W. Dziedzic, Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2012, furnished in XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101 to this report are the following documents formatted in XBRL:  (i) the Consolidated Balance Sheets at June 30, 2012, and December 31, 2011, (ii)  the Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and 2011, (iv) the Consolidated Statement of Equity for the six months ended June 30, 2012, (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and (vi) the Notes to Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE BRINK’S COMPANY
July 26, 2012	By:  /s/ Joseph W. Dziedzic
	Joseph W. Dziedzic
	(Vice President and
	Chief Financial Officer)
	(principal financial officer)

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EX-10.1

EXHIBIT 10.1

THE BRINK’S COMPANY

PENSION EQUALIZATION PLAN

(Amended and Restated as of July 23, 2012)

Introduction

In August 1985 the Board of Directors of The Pittston Company (the “Company”) adopted a Pension Equalization Plan (the “Equalization Plan”) to assure that the aggregate pension benefits provided to employees covered by the Pension-Retirement Plan of The Pittston Company and Its Subsidiaries (which Plan, as now in effect and as hereafter amended, is hereinafter referred to as the “Pension Plan”) would not be reduced as a result of limitations imposed under Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”).  At its meeting in July 1989, the Board determined that the Equalization Plan should be amended so as to provide, among other things, for the payment thereunder of additional amounts equal to the benefits that would have been payable under the Pension Plan in the absence of the then applicable annual limit on compensation under Section 401(a)(17) of the Code.  Pursuant to the authority under the Equalization Plan, on July 7, 1994, the Pension Committee further amended the Equalization Plan (i) to reflect the lower annual limit imposed by the 1993 amendment of such Section 401(a)(17), and (ii) to assure that such aggregate pension benefits will not be adversely affected by deferrals made pursuant to the Key Employees’ Deferred Compensation Program of The Pittston Company as originally approved by the shareholders of the Company on May 1, 1992, or as subsequently amended (the “Deferral Program”).  On September 16, 1994, the Equalization Plan was further amended so as to provide additional assurance to Participants and their beneficiaries that benefits under the Equalization Plan will be paid to them in the event of a Change in

Control (as originally defined in the trust agreement dated as of December 1, 1997 between the Company and The Chase Manhattan Bank (National Association) as trustee, and as later defined on and after December 22, 2011, in the Trust Agreement for The Brink’s Company Pension Equalization Plan and Certain Contractual Arrangements of The Brink’s Company with Wells Fargo Bank, N.A., as trustee, as amended and restated from time to time, or any successor trust agreement that may be entered into in the future (hereinafter referred to as the “Trust Agreement”)).  On December 1, 1997, the Pension Committee further amended the Equalization Plan to add a lump-sum benefit payment option and to reflect the fact that benefits under such plan will be paid from the trust established and made irrevocable pursuant to the Trust Agreement.  Effective January 1, 2005, the Equalization Plan is amended to comply with the provisions of Code Section 409A and Treasury Regulations issued thereunder.  Each provision and term of the amendment should be interpreted accordingly, but if any provision or term of such amendment would be prohibited by or be inconsistent with Code Section 409A or would constitute a material modification to the Equalization Plan, then such provision or term shall be deemed to be reformed to comply with Code Section 409A or be ineffective to the extent it results in a material modification to the Equalization Plan, without affecting the remainder of such amendment.  The amendments apply solely to amounts accrued on and after January 1, 2005, and amounts that are not earned and vested as of such date (the “Post-2004 Accrued Benefit”).  Amounts accrued prior to January 1, 2005, that are earned and vested as of December 31, 2004 (the “Pre-2005 Accrued Benefit”), shall remain subject to the terms of the Equalization Plan as in effect prior to January 1, 2005.

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Benefits under the Pension Plan were frozen effective December 31, 2005, and such action froze benefits under the Equalization Plan.

Effective July 16, 2007, the Board replaced the Pension Committee under the Equalization Plan with the Oversight Committee.

As a result of the amendments and action by the Board, the Equalization Plan will read in its entirety as follows:

 1.        Definitions.  As used herein:

“Benefit Limitations” means the limitations, if any, on benefits payable to or in respect of an employee under the Pension Plan (i) pursuant to Section 415 or Section 401(a)(17) of the Code and any regulations promulgated with respect thereto or (ii) resulting from any exclusion from Basic Earnings (as defined in the Pension Plan) attributable to the deferral, pursuant to the Deferral Program, by such employee of Cash Incentive Payments, Salary or Compensation (as each such term is defined in the Deferral Program) otherwise payable currently.

“Participant” means any employee referred to in Section 2 hereof.

“Participating Company” means the Company and any subsidiary of the Company which is a “participating company” under the Pension Plan, unless the Board shall determine that such subsidiary shall not be a Participating Company hereunder.

Except as herein otherwise provided, terms defined in the Pension Plan are used herein with the meanings ascribed to them in said Plan.

 2.        Coverage.  The Equalization Plan shall apply to or in respect of each employee of any Participating Company whose benefits under the Pension Plan are limited by the Benefit Limitations.

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 3.        Benefits.  Supplementing the benefits provided by the Pension Plan and subject to all terms and conditions thereof not inconsistent herewith, each Participant and his beneficiary or beneficiaries shall be paid under the Equalization Plan such additional amounts as are equal to the benefits that would have been payable under the Pension Plan in the absence of the Benefit Limitations applicable to such Participant.

A Participant’s Pre-2005 Accrued Benefit payable under this Section 3 shall be payable at the same time and in the same manner as the benefits payable to such person under the Pension Plan; provided, however that, in accordance with the following sentence, any Participant (employed by the Company on either a full-time or part-time basis as of December 1, 1997) or, in the event of the Participant’s death, his or her beneficiary, entitled to benefits hereunder may elect to receive the Actuarial Equivalent of the benefits due under this Equalization Plan in a lump sum.  In order to be effective, such election must be filed with the Administrative Committee at least one year prior to the later of (i) the effective date of retirement under the Pension Plan or (ii) September 1, 1999.  In determining the amount of the lump-sum benefit to be paid, Actuarial Equivalent shall have the same meaning as under the Pension Plan; provided, however the interest rate used shall be the annual rate on 30-year Treasury Securities as published by the Commissioner of the Treasury for the month prior to the month in which the distribution is made and the mortality table used to compute lump sum distributions under the Pension Plan.

A Participant shall be entitled to make a special election with respect to the form of his Post-2004 Accrued Benefit payable under the Equalization Plan provided that such election is made no later than December 31, 2005.  A Participant may elect to have such

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benefit paid in the form of a lump sum, a single life annuity, a joint and 50% survivor annuity or a joint and 100% survivor annuity, all of which shall be Actuarially Equivalent and determined using the actuarial assumptions and methods described in and used for calculations in the Pension Plan, and which (unless a lump sum is elected) shall be paid in substantially equal monthly installments.  Any such election made in calendar year 2005 may not apply to payments made in calendar year 2005.  In addition, to the extent that a Participant has in place an election to receive his benefit in the form of a lump sum in accordance with the provisions of the Equalization Plan as in effect on December 31, 2004, and no election is made under this paragraph, then such prior election shall be deemed to be an election to receive the Participant’s Post-2004 Accrued Benefit in a lump sum.

The following provisions shall apply with respect to a Participant’s Post-2004 Accrued Benefit to the extent a Participant (i) does not have a valid election in effect in accordance with the preceding paragraph or (ii) chooses to change a previous election.  A Participant may elect to have his Post-2004 Accrued Benefit under the Equalization Plan paid in the form of a lump sum, a single life annuity, a joint and 50% survivor annuity or a joint and 100% survivor annuity, all of which shall be Actuarially Equivalent and determined using the actuarial assumptions and methods described in and used for calculations by the Pension Plan, and which (unless a lump sum is elected) shall be paid in substantially equal monthly installments.  A Participant may make a subsequent election to change the form in which his Post-2004 Accrued Benefit shall be paid by submitting a new election in writing to the Administrative Committee.  Such election may not take effect until at least twelve (12) months after the date on which the election is

5

made and the payment with respect to which such election is made must be deferred for a period not less than five (5) years from the date the payment would otherwise be made.  For purposes of this election, the payments under the annuity forms of payment are deemed to be a single payment.

Payment of a Participant’s Post-2004 Accrued Benefit shall commence or be paid within 90 days of the first day of the month following the six-month anniversary of his termination of employment from the Company.

Unless the Administrative Committee otherwise determines upon request of a Participant, the beneficiary or beneficiaries of such Participant under the Pension Plan shall also be his beneficiary or beneficiaries under the Equalization Plan.

 4.        Administration.  The Equalization Plan shall be administered by the Administrative Committee (subject to such directions as the Oversight Committee may determine to be appropriate) substantially in accordance with the comparable procedures and rules applicable to the Administrative Committee which administers the Pension Plan, including establishing and maintaining a claims procedure (similar to the claims procedure under the Pension Plan) pursuant to which any Participant or beneficiary under the Equalization Plan whose claim for benefits under the Equalization Plan has been denied shall be given (i) notice in writing of such denial, including the reasons therefor, and (ii) a reasonable opportunity to have a full review of such denial.  Notwithstanding any other provision of the Equalization Plan the Administrative Committee shall have full authority (i) in its sole discretion to determine the amounts payable under the Equalization Plan and the time of any such payments so as to conform with the intent as well as the terms of the Equalization Plan, (ii) to construe any of the provisions of the Equalization

6

Plan and (iii) to adopt rules and regulations for the implementation of such provisions. The Oversight Committee shall establish investment policies and objectives applicable to the assets of the Trust, which it may delegate to other persons as it deems appropriate.

 5.        Amendment and Termination.  The Equalization Plan may at any time be amended or terminated by the Board or the Oversight Committee, provided that no such amendment or termination of the Equalization Plan shall adversely affect the benefits accrued or payable hereunder or under the Trust Agreement on account of any Participant (or any beneficiary) in respect of service rendered prior to such amendment or termination.  The Company’s Administrative Committee may take any and all actions necessary to ensure that the applicable portions of the Equalization Plan and the benefits accrued thereunder after December 31, 2004, satisfy the American Jobs Creation Act of 2004 and the regulatory guidance promulgated thereunder, and may take all such actions retroactively, notwithstanding any Equalization Plan provisions to the contrary, provided, however, that no such actions may be effective before November 18, 2004.

 6.        Assignability.  No right to payment or any other interest under the Equalization Plan shall be assignable or subject to attachment, execution or levy of any kind; provided that a portion of the benefits of a Participant who is in pay status (or a portion of the Equalization Plan’s death benefit) may be paid to a Participant’s former spouse pursuant to the provisions of a domestic relations order governing the division of marital assets, entered by a court of competent jurisdiction.  Such order may not provide for a distribution of benefits not otherwise provided for under the Equalization Plan.

 7.        No Employment Rights.  Nothing in the Equalization Plan shall be construed as giving any Participant the right to be retained in-the service of any Participating

7

Company or as interfering with the right of any such Company to discharge any Participant at any time without regard to the effect which such discharge shall have upon his rights or potential rights, if any, under the Equalization Plan.

 8.        Funding.  The obligations of any Participating Company under the Equalization Plan shall not be funded in any manner for purposes of the Code or ERISA.  However, it is intended that benefits will be paid from the trust established pursuant to the Trust Agreement.  The establishment and funding of the trust established under the Trust Agreement shall not be deemed to relieve the Company of its obligations under the Equalization Plan to Participants and beneficiaries except pro tanto to the extent that amounts in respect thereof are paid under such Trust Agreement to such Participants and beneficiaries.  The establishment and funding of such trust shall not of itself be deemed to increase the amount of benefits to which any Participant or beneficiary shall have become entitled under the Equalization Plan.

 9.        Enforceability.  In addition to all other rights under applicable law, any individual who shall be a Participant or beneficiary or the trustee under the Trust Agreement shall have the right to bring an action, either individually or on behalf of all Participants and beneficiaries, to enforce the provisions of this Equalization Plan and/or the Trust Agreement (including, but not limited to, enforcement of the funding required under the Trust Agreement) by seeking injunctive relief and/or damages, and the Company shall be obligated to pay or reimburse each such Participant or beneficiary who shall prevail, or the Trustee under the Trust Agreement, whether or not it prevails, in whole or in substantial part, for all reasonable expenses, including attorney’s fees, in connection with such action.

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10.        Agreements with Participants.  The Company shall enter into an agreement with each Participant incorporating the provisions of the Equalization Plan and containing such other provisions, consistent with the Equalization Plan, as may be mutually acceptable.

11.        Successors.  The Equalization Plan shall inure to the benefit of and be binding upon the Company and its successors (including, without limitation, each person or group referred to in the definition of Change in Control (in the Trust Agreement) and each affiliate of such person or group).  Each such successor shall be obligated to enter into an agreement with each Participant, in form and substance satisfactory to such Participant, by which such successor shall expressly assume and agree to perform its obligations under the Equalization Plan in the same manner and to the same extent as the Company would be required to perform if no succession had taken place.  The Company shall cause each such successor to comply with its obligations to enter into such agreement.

12.        Governing Law.  This Equalization Plan and all actions taken hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

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EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO TRUST AGREEMENT FOR THE BRINK’S COMPANY PENSION

EQUALIZATION PLAN AND CERTAIN CONTRACTUAL ARRANGEMENTS OF THE

BRINK’S COMPANY

This First Amendment (the “Amendment”) to Trust Agreement for The Brink’s Company Pension Equalization Plan and Certain Contractual Arrangements of The Brink’s Company (the “Trust Agreement”) is made and entered into as of the 20th day of July, 2012 by and between THE BRINK’S  COMPANY (the “Company”) and WELLS FARGO BANK, N.A., (the "Trustee"),

WITNESSETH:

WHEREAS, the Company and Trustee (“collectively, the “Parties”) entered into the Trust Agreement as of December 22, 2011; and

WHEREAS, pursuant to Article XIII, Section 13.1 of the Trust Agreement, the Trust Agreement may be amended by a written instrument executed by both Parties; and

WHEREAS, the Company wishes to amend the Trust Agreement as set forth below and represents that such amendments shall not conflict or be inconsistent with the terms of the Plan or Contracts (as defined in the Trust Agreement); and

WHEREAS, the Trustee has no objection;

NOW, THEREFORE, the Parties do hereby agree that the Trust Agreement shall be amended as follows:

1.   Section 2.6 (a) shall be deleted in its entirety and replaced with the following:

Contributions to the Trust made pursuant to Section 2.5 shall be irrevocable to the extent the assets held in the Trust do not exceed the Projected Benefit Obligations under the Plan and Contracts as of the last day of the preceding Plan Year. In the event that assets of the Trust exceed the Projected Benefit Obligations under the Plan and Contracts as of the last day of the preceding Plan Year, the Company shall retain a power of appointment exercisable by the Company to revert the excess assets to itself within 210 days after the end of such Plan Year or as soon thereafter as is practicable. Upon a Change in Control, all contributions made to the Trust shall be irrevocable and no assets of the Trust shall revert to the Company until all obligations under the Plan and Contracts have been satisfied.

2.   Section 2.6 (c) shall be deleted in its entirety and replaced with the following:

The amount of any such contributions required under item (b) above shall be determined by Mercer Human Resources Consulting (or another nationally recognized firm of actuaries selected by the Company) as the amount needed to provide "Projected Benefit Obligations" (as defined herein) under the Plan and Contracts.   All fees and expenses under this Section 2.6 of Mercer Human Resources Consulting or its successor shall be paid by the Company.  If not so paid within a reasonable time, the fees and expenses shall be paid from the Trust.

IN WITNESS WHEREOF, Company and Trustee have caused this Amendment to be executed by

individuals thereunto duly authorized as of the day and year first above written.

THE BRINK’S COMPANY		WELLS FARGO BANK, N.A., Trustee
By	/s/ Jonathan A. Leon	By	/s/ Joan M. Hinnenkamp
Its:	Treasurer	Its:	Vice President

EX-10.3

EXHIBIT 10.3

TERMS AND CONDITIONS

1.Subject to all the terms and conditions of the Plan, the Employee is granted the option (the “Option”) to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any number of shares of The Brink’s Company Common Stock underlying the Option in installments and at the per share purchase price set forth above.

2.The Option may be exercised by the holder thereof with respect to all or any part of the shares comprising each installment as such holder may elect at any time after such installment becomes exercisable until the termination of the Option.  The Option shall terminate on the date which is six years from the date of the Grant (the “Expiration Date”), unless terminated earlier as provided in the Plan, and any portion of the Option not exercised on or before such date or such earlier termination, whichever shall first occur, may not thereafter be exercised.

3.Subject to the terms of the Plan and Section 4 of this Agreement, if a holder of an Option shall cease to be an Employee for any reason other than death, permanent and total disability or Retirement, all of the Option holder’s Options shall be terminated except that any Option to the extent then exercisable may be exercised within three months after cessation of employment, but not later than the termination date of the Option.

4.(a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board of Directors of the Company or the Committee, if, in the event of a Change in Control (as defined in the Plan) of the Company, the successor company assumes or provides a substitute award for the Options, with appropriate adjustments to the number and kinds of shares underlying the Options, any portion of the Options as to which the vesting date has not theretofore occurred shall remain outstanding and shall become exercisable at the time(s) set forth in the option grant letter provided to the Employee.  If, in the event of a Change in Control, the successor company does not so assume the Options or provide a substitute award, Section 12(g) of the Plan shall apply to the Options.

 (b) Notwithstanding Section 4(a) of this Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, provided that such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then upon such termination, the Options shall become fully exercisable, and any restrictions applicable to the Options shall automatically lapse.  Any unexercised Options shall remain exercisable until the Expiration Date.

(c) For purposes of this Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within 30 days after

written notice thereof from the Employee to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)         (A) without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus amount paid to the Employee for the three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor company that have benefits that are not less favorable to the Employee; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of the successor company that have benefits that are not less favorable to the Employee; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control;

(ii)         without the Employee’s express written consent, any change of the Employee’s principal place of employment to a location more than 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control;

(iii)         any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any

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agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or

(iv)         any breach by the Company or one of its subsidiaries of any other material provision of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company.

Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

5.Upon each exercise of the Option, the holder of such Option shall give written notice to the Company, specifying the number of shares to be purchased, and shall tender the full purchase price of the shares covered by such exercise, all as provided in the Plan.  Such payment may be made in shares of Brink’s Stock already owned by the Employee, as provided in the Plan.  Such exercise shall be effective upon receipt by the Company of such notice and tender.

6.The exercise of an Option shall be subject to all applicable withholding taxes under federal, state or local law.

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

8.(a) This Agreement is subject to the terms and conditions of The Brink's Company Compensation Recoupment Policy (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Agreement by reference.  The Employee further acknowledges and agrees that all cash-based or equity-based compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the Employee receives or is eligible to receive contemporaneously with or after the date of this Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).

 (b)  In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all Incentive Awards previously granted shall be subject to the terms and conditions of the

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Recoupment Policy from and after the date hereof.  For the avoidance of doubt, the Employee may be required to forfeit Incentive Awards or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation.  The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 8(b) without agreeing to the consent in this Section 8(b).

9.All other provisions contained in the Plan as in effect on the date of this Agreement are incorporated in this Agreement by reference.  The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of an Option holder with respect to a previously granted Option, the Option holder’s consent shall be required except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  This Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Option.  Prior to a Change in Control of the Company, this Agreement may be amended by the Company, and upon written notice by the Company, given by registered or certified mail, to the holder of the Option of any such amendment of this Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Agreement shall be deemed to incorporate the amendment to this Agreement or to the Plan specified in such notice, unless such holder shall, within 30 days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Agreement shall remain unchanged.  Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Option.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

10.All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below.  Such addresses may be changed at any time by notice from one party to the other.

11.This Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee.  As used in this Agreement, the “Company” means the Company as defined in the preamble to this Agreement and any successor.

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EXHIBIT A

The Brink’s Company

Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).

In the event of a Restatement, the Compensation and Benefits Committee shall determine, in its discretion, whether the “Covered Employees” (as defined below) have received “Excess Compensation” (as defined below). The Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any Excess Compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

“Excess Compensation” means the amount of the excess cash-based or equity-based incentive compensation equal to the difference between the actual amount received by the Covered Employee and the award or payment that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).

“Covered Employees” means (i) the executive officers set forth in the Company’s most recent proxy statement and (ii) any employee whose acts or omissions were directly responsible for the events that led to the restatement and who received Excess Compensation during the Covered Period.

For purposes of this Policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “Incentive Plan”), and any successor plan or plans.

This policy shall be communicated to all participants in the Company’s KEIP, MPIP and Incentive Plan.

This Policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall consider any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 in determining any amount of Excess Compensation to recoup.

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EX-10.4

EXHIBIT 10.4

TERMS AND CONDITIONS

1.Subject to all the terms and conditions of the Plan, the Employee is granted the restricted stock units award (the “Award”) as set forth above.

2.Subject to the Employee’s continued employment by the Company or one of its subsidiaries as of the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan), the Employee shall be entitled to receive (and the Company shall deliver to the Employee) as soon as practicable following the relevant settlement date set forth on page one of this Award Agreement (or, if applicable, as soon as practicable following the settlement date set forth in paragraph Section 11(b) or Section 12(g) of the Plan (as supplemented by Section 17 of the Plan and Section 3(a) of this Award Agreement) or Section 3(b) of this Award Agreement), the number of Shares underlying this Award scheduled to be settled on such date.

3.(a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board of Directors of the Company or the Committee, if, in the event of a Change in Control, the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kinds of shares underlying this Award, any portion of this Award as to which the settlement date has not theretofore occurred shall remain outstanding and shall be settled at the time(s) described in Section 2 of this Award Agreement (disregarding, for this purpose, the reference in such Section 2 to Section 12(g) of the Plan).  If, in the event of a Change in Control, the successor company does not so assume this Award or provide a substitute award, Section 12(g) of the Plan shall apply to this Award.

 (b) Notwithstanding Section 3(a) of this Award Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, provided that such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then upon such termination, this Award shall vest and shall be settled in full, and any restrictions applicable to this Award shall automatically lapse.

 (c)  For purposes of this Award Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within 30 days after written notice thereof from the Employee to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)         (A) without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities or (C) any

material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus amount paid to the Employee for the three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor company that have benefits that are not less favorable to the Employee; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of the successor company that have benefits that are not less favorable to the Employee; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control;

(ii)         without the Employee’s express written consent, any change of the Employee’s principal place of employment to a location more than 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control;

(iii)         any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or

(iv)         any breach by the Company or one of its subsidiaries of any other material provision of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company.

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Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

4.The Shares underlying the Award, until and unless delivered to the Employee, do not represent an equity interest in the Company and carry no dividend or voting rights.  The Employee will not have any rights of a shareholder with respect to the Shares underlying the Award until the Shares have been properly delivered to the Employee in accordance with this Award Agreement.  For the avoidance of doubt, no dividend equivalents will be paid on restricted stock units comprised in this Award.

5.In accordance with Section 14(b) of the Plan, if the Employee hereunder is subject to the income tax laws of the United States of America, the Company shall withhold from the payment to the Employee a sufficient number of shares to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to income resulting from such payment.

6.The Award is not transferable by the Employee otherwise than by will or by the laws of descent and distribution.

7.(a) This Award Agreement is subject to the terms and conditions of The Brink’s Company Compensation Recoupment Policy (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Award Agreement by reference.  The Employee further acknowledges and agrees that all cash-based or equity-based incentive compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the Employee receives or is eligible to receive contemporaneously with or after the date of this Award Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).

 (b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all awards previously granted under the applicable Incentive Plans shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof.  For the avoidance of doubt, the Employee may be required to forfeit Incentive Awards, or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation.  The parties acknowledge that the Employee would not be

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eligible for the benefits described in the first sentence of this Section 7(b) without agreeing to the consent in this Section 7(b).

8.All other provisions contained in the Plan, as in effect on the date of this Award Agreement are incorporated in this Award Agreement by reference.  The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of a holder of an Award with respect to a previously granted Award, the Award holder’s consent shall be required except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  This Award Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Award.  Prior to a Change in Control of the Company, and upon written notice by the Company, given by registered or certified mail, to the holder of the Award of any such amendment of this Award Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Award Agreement shall be deemed to incorporate the amendment to this Award Agreement or to the Plan specified in such notice, unless such holder shall, within 30 days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Award Agreement shall remain unchanged.  Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Award.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

9.All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below.  Such addresses may be changed at any time by notice from one party to the other.

10.This Award Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee.  As used in this Award Agreement, the “Company” means the Company as defined in the preamble to this Award Agreement and any successor.

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EXHIBIT A

The Brink’s Company

Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).

In the event of a Restatement, the Compensation and Benefits Committee shall determine, in its discretion, whether the “Covered Employees” (as defined below) have received “Excess Compensation” (as defined below). The Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any Excess Compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

“Excess Compensation” means the amount of the excess cash-based or equity-based incentive compensation equal to the difference between the actual amount received by the Covered Employee and the award or payment that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).

“Covered Employees” means (i) the executive officers set forth in the Company’s most recent proxy statement and (ii) any employee whose acts or omissions were directly responsible for the events that led to the restatement and who received Excess Compensation during the Covered Period.

For purposes of this Policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “Incentive Plan”), and any successor plan or plans.

This policy shall be communicated to all participants in the Company’s KEIP, MPIP and Incentive Plan.

This Policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall consider any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 in determining any amount of Excess Compensation to recoup.

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EX-10.5

EXHIBIT 10.5

CHANGE IN CONTROL AGREEMENT

dated as of June 15, 2012

between The Brink’s Company,

a Virginia corporation (the “Company”),

and Thomas C. Schievelbein (the “Executive”).

The Company and the Executive agree as follows:

SECTION 1.  Definitions.  As used in this Agreement:

(a)  “Affiliate” has the meaning ascribed thereto in Rule 12b-2 pursuant to the Securities Exchange Act of 1934, as amended (the “Act”).

(b)  “Board” means the Board of Directors of the Company.

(c)  “Cause” means (i) embezzlement, theft or misappropriation by the Executive of any property of the Company, (ii) the Executive’s willful breach of any fiduciary duty to the Company, (iii) the Executive’s willful failure or refusal to comply with laws or regulations applicable to the Company and its business or the policies of the Company governing the conduct of its employees, (iv) the Executive’s gross incompetence in the performance of the Executive’s job duties, (v) commission by the Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (vi) the failure of the Executive to perform duties consistent with a commercially reasonable standard of care or (vii) any gross negligence or willful misconduct of the Executive resulting in a loss to the Company.  Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (1) reasonable notice to the Executive setting forth the reasons for the Company’s intention to terminate for Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination, as defined in Section 4(d) hereof, from the Board finding that in the good faith opinion of three-quarters (3/4) or more of the Board, the Executive acted in a manner described in one or more of clauses (i) through (vii) above, and specifying the particulars thereof in detail.

(d)  A “Change in Control” shall be deemed to occur (1) upon (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of all classes of the Company’s Common Stock would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of all classes of Common Stock outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company, (2) when any “person” (as defined in Section 13(d) of the Act), other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its Affiliates, shall become the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power or (3) if at any time during a period of two consecutive years, individuals who at the

beginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, unless the election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

(e)  “Good Reason” means any of the following events that is not cured by the Company within 30 days after written notice thereof from the Executive to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i) (A) without the Executive’s express written consent, the assignment to the Executive of any duties materially inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) hereof, (B) any other action by the Company or its Affiliates which results in a material diminution in such position, authorities, duties or responsibilities, or (C) any material failure by the Company to comply with any of the provisions of Section 3(b) hereof;

(ii) without the Executive’s express written consent, the Company’s requiring a material change to Executive’s work location as set forth in Section 3(a)(i);

(iii) any failure by the Company to comply with and satisfy Section 9(a); or

(iv) any breach by the Company of any other material provision of this Agreement.

Notwithstanding the foregoing, “Good Reason” will cease to exist if the Executive has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

(f)  “Incapacity” means any physical or mental illness or disability of the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period the Board shall reasonably determine renders the Executive incapable of performing his or her duties during the remainder of the Employment Period.

(g)  “Operative Date” means the date on which a Change in Control shall have occurred.

SECTION 2.  Employment Period.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Operative Date and ending on the second anniversary of such date (the “Employment Period”); provided, however, that, effective after the first anniversary of the Operative Date, the Executive shall have the right to terminate his employment for any reason, or for no reason at all, whereupon the Employment Period shall terminate effective as of the date of such termination of employment; and, provided further, that, notwithstanding the foregoing, the Executive’s right to terminate employment for Good Reason pursuant to Section 4 hereunder shall apply at any time during the Employment Period.

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SECTION 3.  Terms of Employment.  (a)  Position and Duties.  (i)  During the Employment Period:  (A) the Executive’s position (including status, offices, titles, reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately prior to the Operative Date, and (B) the Executive’s services shall be performed at a location that is within 25 miles of the location at which the Executive was based on the Operative Date and the Company shall not require the Executive to travel on Company business to a substantially greater extent than required immediately before the Operative Date, except for travel and temporary assignments which are reasonably required for the full discharge of the Executive’s responsibilities and which are consistent with the Executive’s being so based.

(ii)  During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.   All such services as an employee or officer will be subject to the direction and control of the Chief Executive Officer of the Company or of an appropriate senior official designated by such Chief Executive Officer (or, in the event of the Chief Executive Officer’s incapacity without such a designation, the Board).

(b)  Compensation.  (i)  Salary and Bonus.  During the Employment Period the Executive will receive compensation at an annual rate equal to the sum of (A) a salary (“Annual Base Salary”) not less than the Executive’s annualized salary in effect immediately prior to the Operative Date, plus (B) an annual bonus not less than the amount of the Executive’s Average Annual Bonus (as defined below).

For purposes of this Agreement, “Average Annual Bonus” shall mean the average amount of the annual bonus earned by, and paid to, the Executive under the Key Employees Incentive Plan (or any substitute or successor plan) for the last three full calendar years preceding the Operative Date, for purposes of Section 3(b)(i), and the Date of Termination, for purposes of  Section 5; provided that, if the Executive has not been employed for the entirety of the last three full calendar years, so that the Average Annual Bonus cannot be determined based on the actual amount of annual bonuses earned and paid for such full calendar years, then to the extent necessary to attain an average of three years for purposes of determining the Average Annual Bonus, the Executive’s target annual bonus amount for the year in which the Operative Date, for purposes of Section 3(b)(i), and the Date of Termination, for purposes of  Section 5, occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced.

(ii)  Incentive and Savings Plans.  During the Employment Period, the Executive will be entitled to (A) continue to participate in all incentive and savings plans and programs generally applicable to executive officers of the Company or (B) participate in incentive and savings plans and programs of a successor to the Company which have benefits that are not less favorable to the Executive.

(iii)  Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s family or beneficiary, as the case may be, shall be eligible to (A) participate in and shall

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receive all benefits under welfare benefit plans and programs generally applicable to full-time officers or employees of the Company or (B) participate in welfare benefit plans and programs of a successor to the Company which have benefits that are not less favorable to the Executive.

(iv)  Business Expenses.  During the Employment Period the Company shall, in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Executive for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Executive in performing services hereunder.  All such expenses shall be accounted for in such reasonable detail as the Company may require.

(v)  Vacations.  The Executive shall be entitled to periods of vacation not less than those to which the Executive was entitled immediately prior to the Operative Date.

SECTION 4.   Termination of Employment.

(a)  Death or Incapacity.  The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.  The Executive’s employment shall cease and terminate on the date of determination by the Board that the Incapacity of the Executive has occurred during the Employment Period (“Incapacity Effective Date”).

(b)  Cause.  The Company may terminate the Executive’s employment for Cause, as defined herein, pursuant to the Board passing a resolution that such Cause exists.

(c)  Good Reason.  The Executive may terminate his or her employment for Good Reason, as defined herein.

(d)  Notice of Termination.  Any termination by the Company for Cause or Incapacity, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11 of this Agreement.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, (iii) in the case of termination by the Company for Cause or for Incapacity, confirms that such termination is pursuant to a resolution of the Board, and (iv) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice).  The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Incapacity or Cause shall not serve to waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(e)  Date of Termination.  “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Incapacity, the

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Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (iii) if the Executive’s employment is terminated by reason of death or Incapacity, the Date of Termination shall be the date of death of the Executive or the Incapacity Effective Date, as the case may be.

SECTION 5.  Obligations of the Company Upon Termination.  (a)  Termination for Good Reason or for Reasons Other Than for Cause, Death or Incapacity.  If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause or Incapacity or the Executive shall terminate his or her employment for Good Reason:

(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

(A) the sum of (1) the Executive’s currently effective Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Average Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the “Accrued Obligations”); and

(B) the amount equal to the product of (1) two and (2) the sum of (x) the Executive’s currently effective Annual Base Salary and (y) his or her Average Annual Bonus;

(ii)  In the event the Executive elects continued medical benefit coverage pursuant to Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), then until the earlier of (A) the eighteen-month anniversary of the Date of Termination or (ii) such time as the Executive becomes eligible to receive medical benefits under another employer-provided plan, the Company shall reimburse the Executive for premiums associated with such coverage in an amount equal to the premiums that the Company would have paid in respect of such coverage had the Executive’s employment continued during such period; provided, however, that except as specifically permitted by Section 409A of the Code and the Treasury Regulations promulgated thereunder (“Section 409A”), the benefits provided to the Executive under this Section 5(a)(ii) during any calendar year shall not affect the benefits to be provided to the Executive under this Section 5(a)(ii) in any other calendar year and the right to such benefits cannot be liquidated or exchanged for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.

(iii) the Company shall, at its sole expense as incurred, provide the Executive with reasonable outplacement services for a period of up to one year from the Date of Termination, the provider of which shall be selected by the Executive in his or her sole discretion; and

(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or

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which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

 (b)  Death or Incapacity.  If the Executive’s employment is terminated by reason of the Executive’s death or Incapacity during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date  of Termination and (ii) provision by the Company of death benefits or disability benefits for termination due to death or Incapacity, respectively, in accordance with Section 3(b)(iii) as in effect at the Operative Date or, if more favorable to the Executive, at the Executive’s Date of Termination.

(c)  Cause; Other than for Good Reason.  If the Executive’s employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than timely payment to the Executive of (x) the Executive’s currently effective Annual Base Salary through the Date of Termination in a lump sum in cash within 30 days after the Date of Termination and (y) Other Benefits, in each case to the extent theretofore unpaid.  If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for the timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and Other Benefits.

SECTION 6.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which the Executive may qualify, nor, subject to Section 15(c), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliates.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

SECTION 7.  No Mitigation.  The Company agrees that, if the Executive’s employment is terminated during the term of this Agreement for any reason, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive hereunder.  Furthermore, the amount of any payment or benefit provided hereunder shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

SECTION 8.  Full Settlement.  Subject to full compliance by the Company with all of its obligations under this Agreement, this Agreement shall be deemed to constitute the settlement of such claims as the Executive might otherwise be entitled to assert against the Company by reason of the termination of the Executive’s employment for any reason during the Employment Period.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment,

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defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.  The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur prior to the tenth anniversary of the end of the Employment Period as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof.  Except as specifically permitted by Section 409A, the legal fees provided to the Executive under this Section 8 during any calendar year shall not affect the legal fees to be provided to the Executive under this Section 8 in any other calendar year and the right to such legal fees cannot be liquidated or exchanged for any other benefit, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.  Furthermore, reimbursement payments for legal fees shall be made to the Executive as promptly as practicable following the date that the applicable expense is incurred, but in any event not later than the last day of the calendar year following the calendar year in which the underlying fee is incurred, in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.

SECTION 9.  Successors; Binding Agreement.

(a)  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement, in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder had the Company terminated the Executive for reason other than Cause or Incapacity on the succession date.  As used in this Agreement, the “Company” means the Company as defined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this Section 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law or otherwise.

(b)  This Agreement shall be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

SECTION 10.  Non-assignability.  This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 9 hereof.  Without limiting the foregoing, the Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his or her will or by the laws of descent or distribution, and, in the event of any attempted assignment or transfer by the Executive contrary to this Section 10, the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

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SECTION 11.  Notices.  For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:                    Thomas C. Schievelbein

Address on file with the Company

If to the Company:                    The Brink’s Company

1801 Bayberry Court, Suite 400

P.O. Box 18100

Richmond, VA 23226

Attention of Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

SECTION 12.  Operation of Agreement.  (a) This Agreement shall be effective immediately upon its execution and continue to be effective so long as the Executive is employed by the Company or any of its Affiliates.  The provisions of this Agreement do not take effect until the Operative Date.

 (b)           Notwithstanding anything in Section 12(a) to the contrary, this Agreement shall, unless extended by written agreement of the parties hereto, terminate, without further action by the parties hereto, on February 25, 2013 if a Change in Control shall not have occurred prior to such third anniversary date.

SECTION 13.  Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to principles of conflict of laws.

SECTION 14.  Section 409A of the Code.  The provisions of this Section 14 shall apply notwithstanding any provision in this Agreement to the contrary.

(a)           Intent to Comply with Section 409A of the Code.  It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  For the purpose of compliance with Section 409A, the Date of Termination as defined above shall be the date that qualifies as a “separation from service” of the Executive within the meaning of Section 409A.

(b)           No alienation, set-offs, etc.  Neither the Executive nor any creditor or beneficiary of the Executive shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as

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permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of the Executive under any Company Plan may not be reduced by, or offset against, any amount owing by the Executive to the Company (or an affiliate, as applicable).

(c)           Six-Month Delay of Certain Payments.  If, at the time of the Executive’s separation from service (within the meaning of Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under any Company Plan constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or an affiliate, as applicable) shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of the seventh month following such separation from service.

(d)           Amendment of Deferred Compensation Plans.  Notwithstanding any provision of any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A.

SECTION 15.  Miscellaneous.

(a)  This Agreement contains the entire understanding with the Executive with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, relating to such subject matter.  No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and the Company.

 (b)  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

 (c)  Except as provided herein, this Agreement shall not be construed to affect in any way any rights or obligations in relation to the Executive’s employment by the Company or any of its Affiliates prior to the Operative Date or subsequent to the end of the Employment Period.

 (d)  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.

 (e)  The Company may withhold from any benefits payable under this Agreement all Federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

 (f)  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

	THE BRINK’S COMPANY,
by	/s/ McAlister C. Marshall, II
	McAlister C. Marshall, II
	Vice President
	/s/ Thomas C. Schievelbein
	Thomas C. Schievelbein

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EX-10.6

EXHIBIT 10.6

June 15, 2012

PERSONAL & CONFIDENTIAL

To:	Tom Schievelbein
From:	Frank Lennon
Date:	June 15, 2012
Subject:	2012 Stock Option Equity Award Grant Agreement

On June 15, 2012, the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company in accordance with The Brink’s Company 2005 Equity Incentive Plan (the “Plan”) awarded you a Non-Qualified Stock Option to buy 206,625 shares of The Brink’s Company Common Stock at $22.39per share.

This option on shares will become vested and exercisable on the date(s) shown below:

Shares	Exercisable (on or after)	Expiration
68,875	6/15/2013	6/15/2018
68,875	6/15/2014	6/15/2018
68,875	6/15/2015	6/15/2018

Prior to your grant acceptance, you will need to review the following:

·   Additional terms and conditions applying to this grant contained on pages three through eight of this Award Agreement and the Plan.  Capitalized terms used therein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

·   A copy of The Brink’s Company Compensation Recoupment Policy (Exhibit A), which provides that incentive compensation can be recouped from executive officers and other responsible parties in the event the Company is required to provide an accounting restatement for any of the prior three fiscal years, due to material noncompliance with any financial reporting requirement under the Federal securities laws.  Participants must consent to this policy in order to receive this year’s grants, as outlined in Section 8(b) of this Award Agreement.

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By your signature and the authorized Company signature below, and on page four of this Agreement, you and the Company agree that these options are granted under and governed by the terms and conditions of The Brink’s Company 2005 Equity Incentive Plan as amended, as well as this Non-Qualified Stock Option Agreement, all of which are incorporated as a part of this Award Agreement.

/s/ Frank T. Lennon	June 15, 2012
The Brink’s Company	Date
/s/ Thomas C. Schievelbein	June 18, 2012
Name	Date

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Non-Qualified Stock Option Agreement

This AWARD AGREEMENT dated as of June 15, 2012, between The Brink’s Company, a Virginia corporation (the “Company”), the employee identified on page one of this Agreement (the “Employee”), an employee of the Company or of a subsidiary of the Company.

 By resolution dated on the date of this Award Agreement, the Compensation and Benefits Committee (the “Committee”) of the Company’s Board of Directors, acting pursuant to The Brink’s Company 2005 Equity Incentive Plan as amended (the “Plan”), a copy of which Plan has heretofore been furnished to the Employee, as a matter of separate inducement and agreement in connection with the employment of the Employee by the Company or any of its subsidiaries, and not in lieu of any salary or other compensation for the Employee’s services, granted to the Employee a restricted stock units award as set forth on page one of this Award Agreement.

Accordingly, the parties hereto agree as follows:

1.Subject to all the terms and conditions of the Plan, the Employee is granted the option (the “Option”) to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any number of shares of The Brink’s Company Common Stock underlying the Option in installments and at the per share purchase price set forth above.

2.The Option may be exercised by the holder thereof with respect to all or any part of the shares comprising each installment as such holder may elect at any time after such installment becomes exercisable until the termination of the Option.  The Option shall terminate on the date which is six years from the date of the Grant (the “Expiration Date”), unless terminated earlier as provided in the Plan, and any portion of the Option not exercised on or before such date or such earlier termination, whichever shall first occur, may not thereafter be exercised.

3.Subject to the terms of the Plan and Section 4 of this Agreement, if a holder of an Option shall cease to be an Employee for any reason other than death, permanent and total disability or Retirement, all of the Option holder’s Options shall be terminated except that any Option to the extent then exercisable may be exercised within three months after cessation of employment, but not later than the termination date of the Option.  Notwithstanding the definition of Retirement in the Plan, for purposes of this Agreement “Retirement” shall mean any termination of the Employee’s employment on or after the date of Grant other than a termination for Cause.

4.(a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board of Directors of the Company or the Committee, if, in the event of a Change in Control (as defined in the Plan) of the Company, the successor company assumes or provides a substitute award for the Options, with appropriate adjustments to the number and kinds of shares underlying the Options, any portion of the Options as to which the vesting date has

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not theretofore occurred shall remain outstanding and shall become exercisable at the time(s) set forth in the option grant letter provided to the Employee.  If, in the event of a Change in Control, the successor company does not so assume the Options or provide a substitute award, Section 12(g) of the Plan shall apply to the Options.

4. (b)  Notwithstanding Section 4(a) of this Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, provided that such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then upon such termination, the Options shall become fully exercisable, and any restrictions applicable to the Options shall automatically lapse.  Any unexercised Options shall remain exercisable until the Expiration Date.

4.        (c)  For purposes of this Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within 30 days after written notice thereof from the Employee to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)  (A) without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus amount paid to the Employee for the three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor company that have benefits that are not less favorable to the Employee; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of the successor company that have benefits that are not less favorable to the Employee; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than

Page 4

ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control;

(ii)  without the Employee’s express written consent, any change of the Employee’s principal place of employment to a location more than 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control;

(iii)  any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or

(iv) any breach by the Company or one of its subsidiaries of any other material provision of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company.

Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

5.Upon each exercise of the Option, the holder of such Option shall give written notice to the Company, specifying the number of shares to be purchased, and shall tender the full purchase price of the shares covered by such exercise, all as provided in the Plan.  Such payment may be made in shares of Brink’s Stock already owned by the Employee, as provided in the Plan.  Such exercise shall be effective upon receipt by the Company of such notice and tender.

6.The exercise of an Option shall be subject to all applicable withholding taxes under federal, state or local law.

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

8.(a) This Agreement is subject to the terms and conditions of The Brink's Company Compensation Recoupment Policy (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Agreement by reference.  The Employee further acknowledges and agrees that all cash-based or equity-based compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the

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Employee receives or is eligible to receive contemporaneously with or after the date of this Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).

(b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all Incentive Awards previously granted shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof.  For the avoidance of doubt, the Employee may be required to forfeit Incentive Awards or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation.  The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 8(b) without agreeing to the consent in this Section 8(b).

9.All other provisions contained in the Plan as in effect on the date of this Agreement are incorporated in this Agreement by reference.  The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of an Option holder with respect to a previously granted Option, the Option holder’s consent shall be required except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  This Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Option.  Prior to a Change in Control of the Company, this Agreement may be amended by the Company, and upon written notice by the Company, given by registered or certified mail, to the holder of the Option of any such amendment of this Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Agreement shall be deemed to incorporate the amendment to this Agreement or to the Plan specified in such notice, unless such holder shall, within 30 days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Agreement shall remain unchanged.  Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Option.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

10.All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the

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Employee at the address set forth below.  Such addresses may be changed at any time by notice from one party to the other.

11.This Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee.  As used in this Agreement, the “Company” means the Company as defined in the preamble to this Agreement and any successor.

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

/s/ Frank T. Lennon		June 15, 2012
The Brink’s Company		Date
/s/ Thomas C. Schievelbein		June 18, 2012
Name		Date
	Street address, City, State & ZIP

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EXHIBIT A

The Brink’s Company

Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).

In the event of a Restatement, the Compensation and Benefits Committee shall determine, in its discretion, whether the “Covered Employees” (as defined below) have received “Excess Compensation” (as defined below). The Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any Excess Compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

“Excess Compensation” means the amount of the excess cash-based or equity-based incentive compensation equal to the difference between the actual amount received by the Covered Employee and the award or payment that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).

“Covered Employees” means (i) the executive officers set forth in the Company’s most recent proxy statement and (ii) any employee whose acts or omissions were directly responsible for the events that led to the restatement and who received Excess Compensation during the Covered Period.

For purposes of this Policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “Incentive Plan”), and any successor plan or plans.

This policy shall be communicated to all participants in the Company’s KEIP, MPIP and Incentive Plan.

This Policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall consider any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 in determining any amount of Excess Compensation to recoup.

EX-10.7

EXHIBIT 10.7

June 15, 2012

PERSONAL & CONFIDENTIAL

To:	Tom Schievelbein
From:	Frank Lennon
Date:	June 15, 2012
Subject:	2012 Restricted Stock Unit (RSU) Equity Award Grant Agreement

On June 15, 2012, the Compensation and Benefits Committee of the Board of Directors of The Brink’s Company in accordance with The Brink’s Company 2005 Equity Incentive Plan (the “Plan”) granted you an award of 58,062restricted stock units (RSUs).  The initial value of this award is $1,300,008.18.

Each restricted stock unit represents a right to a future payment equal to one share of The Brink’s Company common stock.  Such payment will be made in shares of The Brink’s Company common stock.

Subject to your continued employment by the Company or one of its subsidiaries as of the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan or this Award Agreement) you shall be entitled to receive (and the Company shall deliver to you) as soon as practicable following the relevant settlement date set forth below, the number of Shares underlying this award scheduled to be settled as of such date as set forth below:

Restricted Stock Units	Settlement
19,354	6/15/2013
19,354	6/15/2014
19,354	6/15/2015

The restricted stock units you have been granted are equity awards that must satisfy defined “vesting requirements” prior to being distributed to you as full value shares of BCO common stock.  The vesting requirements are outlined in this Award Agreement.  If the vesting requirements are satisfied, the awards will be converted to shares of The Brink’s Company (BCO) common stock.  At the time of settlement, the

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Company shall withhold a sufficient number of shares to provide for the payment of any taxes required by federal, state or local law with respect to income resulting from the settlement.  Upon payment of the required taxes, your shares of The Brink’s Company common stock will be delivered to you.

Prior to your grant acceptance, you will need to review the following:

·   Additional terms and conditions applying to this grant contained on pages three through eight of this Award Agreement and the Plan.  Capitalized terms used therein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

·   A copy of The Brink’s Company Compensation Recoupment Policy (Exhibit A), which provides that incentive compensation can be recouped from executive officers and other responsible parties in the event the Company is required to provide an accounting restatement for any of the prior three fiscal years, due to material noncompliance with any financial reporting requirement under the Federal securities laws.  Participants must consent to this policy in order to receive this year’s grants, as outlined in Section 7(b) of this Award Agreement.

By your signature and the authorized Company signature below and on the final page of this Award Agreement, you and the Company agree that this award is granted under and governed by the terms and conditions of The Brink’s Company 2005 Equity Incentive Plan as amended (receipt of a copy of which is hereby acknowledged), as well as this Award Agreement, all of which are incorporated as a part of this Award Agreement.

/s/ Frank T. Lennon	June 15, 2012
The Brink’s Company	Date
/s/ Thomas C. Schievelbein	June 18, 2012
Employee	Date

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Restricted Stock Units Award Agreement

This AWARD AGREEMENT dated as of June 15, 2012, is between The Brink’s Company, a Virginia corporation (the “Company”), and the employee identified on page one of this Award Agreement (the “Employee”), an employee of the Company or of a subsidiary of the Company.

By resolution dated on the date of this Award Agreement, the Compensation and Benefits Committee (the “Committee”) of the Company’s Board of Directors, acting pursuant to The Brink’s Company 2005 Equity Incentive Plan as amended (the “Plan”), a copy of which Plan has heretofore been furnished to the Employee, as a matter of separate inducement and agreement in connection with the employment of the Employee by the Company or any of its subsidiaries, and not in lieu of any salary or other compensation for the Employee’s services, granted to the Employee a restricted stock units award as set forth on page one of this Award Agreement.

Accordingly, the parties hereto agree as follows:

1.Subject to all the terms and conditions of the Plan, the Employee is granted the restricted stock units award (the “Award”) as set forth above.

2.Subject to the Employee’s continued employment by the Company or one of its subsidiaries as of the relevant settlement date (unless otherwise provided under the terms and conditions of the Plan), the Employee shall be entitled to receive (and the Company shall deliver to the Employee) as soon as practicable following the relevant settlement date set forth on page one of this Award Agreement (or, if applicable, as soon as practicable following the settlement date set forth in paragraph Section 11(b) or Section 12(g) of the Plan (as supplemented by Section 17 of the Plan and Section 3(a) of this Award Agreement) or Section 3(b) of this Award Agreement), the number of Shares underlying this Award scheduled to be settled on such date.  Notwithstanding the definition of Retirement in the Plan, for purposes of this Agreement “Retirement” shall mean any termination of the Employee’s employment on or after the date of Grant other than a termination for Cause.

3.(a) Notwithstanding Section 12(g) of the Plan, unless otherwise determined by the Board of Directors of the Company or the Committee, if, in the event of a Change in Control, the successor company assumes or provides a substitute award for this Award, with appropriate adjustments to the number and kinds of shares underlying this Award, any portion of this Award as to which the settlement date has not theretofore occurred shall remain outstanding and shall be settled at the time(s) described in Section 2 of this Award Agreement (disregarding, for this purpose, the reference in such Section 2 to Section 12(g) of the Plan).  If, in the event of a

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Change in Control, the successor company does not so assume this Award or provide a substitute award, Section 12(g) of the Plan shall apply to this Award.

3. (b)  Notwithstanding Section 3(a) of this Award Agreement, if following a Change in Control, the Employee’s employment by the Company or one of its subsidiaries is terminated by the Company or one of its subsidiaries without Cause or by the Employee for Good Reason, provided that such termination constitutes a separation from service (within the meaning of Section 409A of the Code), then upon such termination, this Award shall vest and shall be settled in full, and any restrictions applicable to this Award shall automatically lapse.

3. (c)  For purposes of this Award Agreement, “Good Reason” means any of the following events that is not cured by the Company or one of its subsidiaries within 30 days after written notice thereof from the Employee to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)  (A) without the Employee’s express written consent, the assignment to the Employee of any duties materially inconsistent with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of immediately prior to the Change in Control, (B) any other action by the Company or one of its subsidiaries that results in a material diminution in such position, authorities, duties or responsibilities or (C) any material failure by the Company or one of its subsidiaries to (1) pay the Employee compensation at an annual rate equal to the sum of (x) a salary not less than the Employee’s annualized salary in effect immediately prior to the Change in Control and (y) an annual bonus not less than the average annual bonus amount paid to the Employee for the three full calendar years preceding the Change in Control; provided that, if the Employee has not been employed for the entirety of the last three full calendar years, then to the extent necessary to attain an average of three calendar years for purposes of determining the amount of such annual bonus, the Employee’s target annual bonus amount for the year in which the Change in Control occurs shall be used for any (i) partial calendar year(s) of employment and (ii) calendar year(s) that has not yet commenced; (2) permit the Employee to (x) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated employees of the Company or (y) participate in incentive and savings plans and programs of the successor company that have benefits that are not less favorable to the Employee; (3) permit the Employee and/or the Employee’s family or beneficiary, as the case may be, to (x) participate in and receive all benefits under welfare benefit plans and programs generally applicable to similarly situated employees of the Company or (y) participate in welfare benefit plans and programs of the successor company that have benefits that are not less favorable to the

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Employee; (4) in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Employee for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Employee in performing services for the Company; provided that all such expenses shall be accounted for in such reasonable detail as the Company may require; and (5) provide the Employee with periods of vacation not less than those to which the Employee was entitled immediately prior to the Change in Control;

(ii) without the Employee’s express written consent, any change of the Employee’s principal place of employment to a location more than 25 miles from the Employee’s principal place of employment immediately prior to the Change in Control;

(iii) any failure by the Company to require any successor to expressly assume and agree, in form and substance satisfactory to the Employee, to perform any agreement that provides for payments or benefits in connection with a Change in Control (a “Change in Control Agreement”) or employment agreement, in each case, between the Employee and the Company in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; or

(iv) any breach by the Company or one of its subsidiaries of any other material provision of any Change in Control Agreement or employment agreement, in each case, between the Employee and the Company.

Notwithstanding the foregoing, “Good Reason” shall cease to exist if the Employee has not terminated employment within two years following the initial occurrence of the event constituting Good Reason.

4.The Shares underlying the Award, until and unless delivered to the Employee, do not represent an equity interest in the Company and carry no dividend or voting rights.  The Employee will not have any rights of a shareholder with respect to the Shares underlying the Award until the Shares have been properly delivered to the Employee in accordance with this Award Agreement.  For the avoidance of doubt, no dividend equivalents will be paid on restricted stock units comprised in this Award.

5.In accordance with Section 14(b) of the Plan, if the Employee hereunder is subject to the income tax laws of the United States of America, the Company shall withhold from the payment to the Employee a sufficient number of shares to provide for the payment of any taxes required to be withheld by federal, state or local law with respect to income resulting from such payment.

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6.The Award is not transferable by the Employee otherwise than by will or by the laws of descent and distribution.

7.(a) This Award Agreement is subject to the terms and conditions of The Brink’s Company Compensation Recoupment Policy (the “Recoupment Policy”), a copy of which follows as Exhibit A, and the provisions thereof are incorporated in this Award Agreement by reference.  The Employee further acknowledges and agrees that all cash-based or equity-based incentive compensation, as defined in the Recoupment Policy (“Incentive Awards”), that the Employee receives or is eligible to receive contemporaneously with or after the date of this Award Agreement shall be subject to the terms and conditions of the Recoupment Policy, and the Employee may be required to forfeit such Incentive Awards, or return shares or other property (or any portion thereof) received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation (as such terms are defined in the Recoupment Policy).

7. (b) In exchange for the Award granted hereby, and the opportunity to be eligible to receive future Incentive Awards, the Employee expressly agrees and consents that all awards previously granted under the applicable Incentive Plans shall be subject to the terms and conditions of the Recoupment Policy from and after the date hereof.  For the avoidance of doubt, the Employee may be required to forfeit Incentive Awards, or return shares or other property (or any portion thereof) already received in respect of such Incentive Awards, if the Employee is determined to be a Covered Employee and such Incentive Awards, shares or other property (or such portion thereof) is determined to be Excess Compensation.  The parties acknowledge that the Employee would not be eligible for the benefits described in the first sentence of this Section 7(b) without agreeing to the consent in this Section 7(b).

8.All other provisions contained in the Plan, as in effect on the date of this Award Agreement are incorporated in this Award Agreement by reference.  The Board of Directors of the Company or the Committee may amend the Plan at any time, provided that if such amendment shall adversely affect the rights of a holder of an Award with respect to a previously granted Award, the Award holder’s consent shall be required except to the extent any such amendment is made to comply with any applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  This Award Agreement may at any time be amended by mutual agreement of the Committee (or a designee thereof) and the holder of the Award.  Prior to a Change in Control of the Company, and upon written notice by the Company, given by registered or certified mail, to the holder of the Award of any such amendment of this Award Agreement or of any amendment of the Plan adopted prior to such a Change in Control, this Award Agreement shall be deemed

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to incorporate the amendment to this Award Agreement or to the Plan specified in such notice, unless such holder shall, within 30 days of the giving of such notice by the Company, give written notice to the Company that such amendment is not accepted by such holder, in which case the terms of this Award Agreement shall remain unchanged.  Subject to any applicable provisions of the Company’s bylaws or of the Plan, any applicable determinations, order, resolutions or other actions of the Committee or of the Board of Directors of the Company shall be final, conclusive and binding on the Company and the holder of the Award.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

9.All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Company or mailed to its principal office address, 1801 Bayberry Court, P.O. Box 18100, Richmond, VA 23226-8100 USA, to the attention of the Secretary, and (b) if to the Employee, shall be delivered personally or mailed to the Employee at the address set forth below.  Such addresses may be changed at any time by notice from one party to the other.

10.This Award Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent provided in the Plan, the legal representatives of the Employee.  As used in this Award Agreement, the “Company” means the Company as defined in the preamble to this Award Agreement and any successor.

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

/s/ Frank T. Lennon	June 15, 2012
The Brink’s Company	Date
/s/ Thomas C. Schievelbein	June 18, 2012
Employee	Date
Street address, City, State & ZIP

Page 7

EXHIBIT A

The Brink’s Company

Compensation Recoupment Policy

The compensation recoupment policy of The Brink’s Company (the “Company”) shall apply if the Company is required to provide an accounting restatement for any of the prior three fiscal years for which audited financial statements have been completed, due to material noncompliance with any financial reporting requirement under the Federal securities laws (a “Restatement”).

In the event of a Restatement, the Compensation and Benefits Committee shall determine, in its discretion, whether the “Covered Employees” (as defined below) have received “Excess Compensation” (as defined below). The Compensation and Benefits Committee will take such actions as it deems necessary or appropriate against a particular Covered Employee, depending on all the facts and circumstances as determined during its review, including (i) the recoupment of all or part of any Excess Compensation, (ii) recommending disciplinary actions to the Board of Directors, up to and including termination, and/or (iii) the pursuit of other available remedies.

“Excess Compensation” means the amount of the excess cash-based or equity-based incentive compensation equal to the difference between the actual amount received by the Covered Employee and the award or payment that would have been received based on the restated financial results during the three-year period preceding the date on which the Company is required to prepare such restatement (the “Covered Period”).

“Covered Employees” means (i) the executive officers set forth in the Company’s most recent proxy statement and (ii) any employee whose acts or omissions were directly responsible for the events that led to the restatement and who received Excess Compensation during the Covered Period.

For purposes of this Policy, “cash-based or equity-based incentive compensation” includes awards under the Key Employees Incentive Plan (“KEIP”), the Management Performance Improvement Plan (“MPIP”), the 2005 Equity Incentive Plan, as amended (the “Incentive Plan”), and any successor plan or plans.

This policy shall be communicated to all participants in the Company’s KEIP, MPIP and Incentive Plan.

This Policy is separate from and in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 (Forfeiture of Certain Bonuses and Profits) that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer (“Section 304”), and the Compensation and Benefits Committee shall consider any amounts paid to the Company by the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 in determining any amount of Excess Compensation to recoup.

EX-10.8

EXHIBIT 10.8

THE BRINK’S COMPANY

DIRECTORS' STOCK ACCUMULATION PLAN

(Amended and Restated as of July 12, 2012)

PREAMBLE

The Brink’s Company Directors' Stock Accumulation Plan, effective June 1, 1996, is designed to more closely align the interests of non-employee directors to the long-term interests of The Brink’s Company and its shareholders. The Plan is intended to replace the Pittston Retirement Plan for Non-Employee Directors which was terminated as of May 31, 1996, with the consent of the participants therein, and the benefits accrued thereunder as of May 31, 1996, were transferred to the Plan.

Effective January 14, 2000, the Plan was amended and restated to reflect the exchange of .4848 of a share of Brink’s Common Stock for each outstanding share of Pittston BAX Group Common Stock and .0817 of a share of Brink’s Common Stock for each outstanding share of Pittston Minerals Group Common Stock.

Effective May 5, 2003, the Plan was amended and restated to reflect the Company’s name change from “The Pittston Company” to “The Brink’s Company.”

Effective March 11, 2004, the Plan was amended and restated to increase the maximum number of units that may be offered under the Plan, subject to the approval of the Company’s shareholders, and to provide for a fixed term for the Plan, unless it is extended by the Company’s shareholders.

Effective January 1, 2005, the Plan was amended to comply with the provisions of Code Section 409A and the Proposed Treasury Regulations and other guidance, including transition rules and election procedures, issued thereunder (together, “Code Section 409A”).  Effective November 16, 2007 the Program was

further amended to clarify certain provisions in compliance with the Final Treasury Regulations issued under Code Section 409A.  Each provision and term of the amendment should be interpreted accordingly, but if any provision or term of such amendment would be prohibited by or be inconsistent with Code Section 409A or would constitute a material modification to the Plan, then such provision or term shall be deemed to be reformed to comply with Code Section 409A or be ineffective to the extent it results in a material modification to the Plan, without affecting the remainder of such amendment.  The amendments apply solely to amounts allocated on and after January 1, 2005, plus any amounts allocated prior to January 1, 2005, that are not earned and vested as of such date (plus earnings on such amounts deferred).  Amounts allocated prior to January 1, 2005, that are earned and vested as of December 31, 2004, including any earnings on such amounts credited prior to, and on or after January 1, 2005, shall remain subject to the terms of the Plan as in effect prior to January 1, 2005.

Effective July 8, 2005, the Plan was amended to provide that all annual allocations to Non-Employee Directors shall be equal to 50% of the annual retainer then in effect.

Effective November 16, 2007, the Plan was amended and restated to (i) revise the vesting schedule set forth in Section 1 of Article V of the Plan and (ii) eliminate the supplemental allocations to each Non-Employee Director’s Account in connection with any increases in the annual retainer paid to the Non-Employee Director.

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Effective July 12, 2012, the Plan was amended and restated to provide that, in the event the Authorized Share Pool is exhausted, any shares of Brink’s Stock underlying any Brink’s Units subsequently required to be credited to any Account of any Non-Employee Director under Section 2, Section 4 or Section 5 of Article IV of the Plan will be counted against the maximum shares available for issuance under the Directors’ Equity Plan and delivered thereunder.

The Plan continues to provide a portion of the overall compensation package of participating directors in the form of deferred stock equivalent units which will be distributed in the form of Brink’s Common Stock upon the occurrence of certain events.

ARTICLE I

Definitions

Wherever used in the Plan, the following terms shall have the meanings indicated:

Account:  The account maintained by the Company for a Non-Employee Director to document the amounts credited under the Plan and the Units into which such amounts shall be converted.  Effective January 1, 2005, the Company shall maintain a Pre-2005 Account and a Post-2004 Account for each Non-Employee Director participating in the Plan.  A Non-Employee Director’s Pre-2005 Account shall document the amounts allocated under the Plan to the Non-Employee Director and any other amounts credited hereunder which are earned and vested prior to January 1, 2005.  A Non-Employee Director’s Post-2004 Account shall document the amounts allocated under the Plan to the Non-Employee Director and any other amounts credited

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hereunder on and after January 1, 2005, plus any amounts allocated or credited prior to January 1, 2005, which are not earned or vested as of December 31, 2004.  For the avoidance of doubt, all amounts credited under the Plan to any Non-Employee Director who is a member of the Board of Directors as of November 16, 2007 shall be deemed to be maintained in a Post-2004 Account.

Authorized Share Pool:  The maximum number of Units that may be credited hereunder from and after May 7, 2004, as provided Section 1 of Article II of the Plan.

BAX Exchange Ratio:  The ratio whereby .4848 of a share of Brink’s Stock was exchanged for each outstanding share of BAX Stock on the Exchange Date.

BAX Stock:  Prior to the Exchange Date, Pittston BAX Group Common Stock, par value $1.00 per share.

BAX Unit:  The equivalent of one share of BAX Stock credited to a Non-Employee Director's Account.

Board of Directors:  The board of directors of the Company.

Brink’s Stock:  The Brink's Company Common Stock, par value $1.00 per share.

Brink’s Unit:  The equivalent of one share of Brink’s Stock credited to a Non-Employee Director's Account.

Change in Control:  A Change in Control shall mean the occurrence of:

(a) (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of Brink’s Stock would be converted into cash, securities or other property other than a consolida­tion

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or merger in which holders of the total voting power in the election of directors of the Company of Brink’s Stock outstanding (exclusive of shares held by the Company's affiliates) (the "Total Voting Power") immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (ii) any sale, leases, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company;

(b) any "person" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act")) other than the Company, its affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, shall become the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or

(c) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors shall cease for any reason to constitute at least a majority thereof, unless the election by the Company's shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

Committee:  The Administrative Committee of the Company.

Company:  The Brink’s Company.

Directors’ Equity Plan:  The Brink’s Company Non-Employee Directors’ Equity Plan, amended and restated as of July 12, 2012.

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Disability:  The Non-Employee Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Effective Date:  June 1, 1996.

Exchange:  The exchange of Brink’s Stock for outstanding shares of BAX Stock and Minerals Stock as of the Exchange Date.

Exchange Date:  January 14, 2000, the date as of which the Exchange occurred.

Initial Allocation:  The amount set forth in Schedule A.

Minerals Exchange Ratio:  The ratio whereby .0817 of a share of Brink’s Stock was exchanged for each outstanding share of Minerals Stock on the Exchange Date.

Minerals Stock:  Prior to the Exchange Date, Pittston Minerals Group Common Stock, par value $1.00 per share.

Minerals Unit:  The equivalent of one share of Minerals Stock credited to a Non-Employee Director's Account.

Non-Employee Director:  Any member of the Board of Directors who is not an employee of the Company or a Subsidiary.

Plan:  The Brink’s Company Directors' Stock Accumulation Plan as set forth herein and as amended from time to time.

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Shares:  On and after January 19, 1996, and prior to the Exchange Date, Brink’s Stock, BAX Stock or Minerals Stock, as the case may be and on and after the Exchange Date, Brink’s Stock.

Subsidiary:  Any corporation, whether or not incorporated in the United States of America, more than 80% of the outstanding voting stock of which is owned by the Company, by the Company and one or more subsidiaries or by one or more subsidiaries.

Unit:  On and after January 19, 1996, and prior to the Exchange Date, a Brink’s Unit, BAX Unit or Minerals Unit, as the case may be, and on and after the Exchange Date, a Brink’s Unit.

Year of Service:  Each consecutive 12-month period of service as a Non-Employee Director, commencing on the date that a Non-Employee Director commences service on the Board of Directors, including periods prior to the Effective Date.  Years of Service prior to the Effective Date shall be rounded to the nearest year.

ARTICLE II

Administration

SECTION 1.  Authorized Shares.  The Authorized Share Pool is 109,654 Brink’s Units.  The number of Shares that may be issued or otherwise distributed hereunder will be equal to the number of Units that may be credited hereunder, provided, however, in the event the Authorized Share Pool is exhausted and an additional allocation, a cash dividend or any other distribution is subsequently paid with respect to shares of Brink’s Stock, any shares of Brink’s Stock underlying any Brink’s Units subsequently required to be credited to any Account of any Non-Employee

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Director under Section 2, Section 4 or Section 5 of Article IV of the Plan shall be counted against the maximum shares available for issuance under the Directors’ Equity Plan and deemed to be delivered thereunder.

In the event of any change in the number of shares of Brink’s Stock outstanding by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, any distribution to common shareholders other than cash dividends, a corresponding adjustment shall be made to the number of shares that may be deemed issued under the Plan by the Committee.  Such adjustment shall be conclusive and binding for all purposes of the Plan.

SECTION 2.  Administration.  The Committee is authorized to construe the provisions of the Plan and to make all determinations in connection with the administration of the Plan.  All such determinations made by the Committee shall be final, conclusive and binding on all parties, including Non-Employee Directors participating in the Plan.

All authority of the Committee provided for in, or pursuant to, this Plan, may also be exercised by the Board of Directors.  In the event of any conflict or inconsistency between determinations, orders, resolutions or other actions of the Committee and the Board of Directors taken in connection with this Plan, the actions of the Board of Directors shall control.

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ARTICLE III

Participation

Each Non-Employee Director on the Effective Date shall be eligible to participate in the Plan on such date.  Thereafter, each Non-Employee Director shall be eligible to participate as of the date on which he becomes a Non-Employee Director.

ARTICLE IV

Allocations

SECTION 1.  Initial Allocation.  As of the Effective Date, an amount equal to the Initial Allocation was credited to each Non-Employee Director’s Account.  The amount of each Non-Employee Director's Initial Allocation was converted into Units in the following proportions:  50% was converted into Brink’s Units, 30% was converted into BAX Units and 20% was converted into Minerals Units.  The Units were credited to each Non-Employee Director's Account as of June 3, 1996.  The number (computed to the second decimal place) of Units so credited was determined by dividing the portion of the Initial Allocation for each Non-Employee Director to be allocated to each class of Units by the average of the high and low per share quoted sale prices of Brink’s Stock, BAX Stock or Minerals Stock, as the case may be, as reported on the New York Stock Exchange Composite Transaction Tape on June 3, 1996.

SECTION 2.  Additional Allocations.  As of each June 1, each Non Employee Director (including Non Employee Directors elected to the Board of Directors after the Effective Date) shall be entitled to an additional allocation to his or her Account (which allocation shall be in addition to any retainer fees paid in cash) equal to 50% of the annual retainer in effect for such Non Employee Director on such June 1.  For each

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calendar year after 1999, such additional allocations shall be converted on the first trading day in June into Brink’s Units.  The number (computed to the second decimal place) of Brink’s Units so credited shall be determined by dividing the amount of the additional allocation for each Non Employee Director for the year by the average of the high and low per share quoted sale prices of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the first trading date in June.

SECTION 3.  Conversion of Existing Incentive Accounts to Brink’s Units.  As of the Exchange Date, all BAX Units and Minerals Units in a Non-Employee Director's Account were converted into Brink’s Units by multiplying the number of BAX Units and Minerals Units in the Non-Employee Director's Account by the BAX Exchange Ratio or the Minerals Exchange Ratio, respectively.

SECTION 4.  Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common shareholders other than cash dividends.

SECTION 5.  Dividends and Distributions.  Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Account of each Non-Employee Director will be credited with an additional number of Brink’s Units, equal to the number of shares of Brink’s Stock including fractional shares (computed to the second decimal place), that could have been purchased had such dividend or other distribution been paid to the Account on the payment date for such dividend or

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distribution based on the number of Shares giving rise to the dividend or distribution represented by Units in such Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Brink’s Units.  Such additional Units shall be deemed to be purchased at the average of the high and low per share quoted sale prices or the closing per share quoted sale price, if the Committee so determines, of Brink’s Stock, as reported on the New York Stock Exchange Composite Transaction Tape on the payment date for the dividend or other distribution.  The value of any distribution will be determined by the Committee.

ARTICLE V

Distributions

SECTION 1.  Entitlement to Benefits.  Each Non-Employee Director who received an Initial Allocation of Units pursuant to Section 1 of Article IV of the Plan shall be fully vested with respect to such Units (including any dividends or distributions credited with respect thereto pursuant to Section 5 of Article IV of the Plan).  Each Non-Employee Director who receives an allocation of Units pursuant to Section 2 of Article IV of the Plan shall be fully vested with respect to each such allocation of Units (including any dividends or distributions credited with respect thereto pursuant to Section 5 of Article IV of the Plan) on the one year anniversary of each respective allocation of Units, or, if earlier, upon the Non-Employee Director’s termination of service or a Change in Control.

SECTION 2.  Distribution of Shares.  Effective with respect to distributions from a Non-Employee Director’s Pre-2005 Account, each Non-Employee Director who is entitled to a distribution of Shares pursuant to Section 1 of this Article V shall receive

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a distribution in Brink’s Stock, in respect of all Brink’s Units standing to the credit of such Non-Employee Director's Account, in a single lump-sum distribution as soon as practicable following his or her termination of service as a Non-Employee Director; provided, however, that a Non-Employee Director may elect, at least 12 months prior to his or her termination of service, to receive a distribution of the Shares represented by the Units credited to his or her Account in substantially equal annual installments (not more than 10) commencing on the first day of the month next following the date of his or her termination of service (whether by death, Disability, retirement or otherwise) or as promptly as practicable thereafter.  Such Non-Employee Director may at any time elect to change the manner of such payment, provided that any such election is made at least 12 months in advance of his or her termination of service as a Non-Employee Director.

Effective with respect to distributions from a Non-Employee Director’s Post-2004 Account, each Non-Employee Director shall receive a distribution of such Account in Brink’s Stock in respect of all Brink’s Units standing to the credit of such Non-Employee Director’s Account in a single-lump sum distribution within 75 days following his or her termination of service as a Non-Employee Director.  A Non-Employee Director may elect, at least 12 months prior to his or her termination of service, to receive a distribution of the Shares represented by the Units credited to his or her Account in equal annual installments (not more than 10) commencing not earlier than the last day of the month next following the fifth anniversary of the date of his or her termination of service (whether by death, Disability, retirement or otherwise) or as promptly as practicable thereafter.

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The number of shares of Brink’s Stock to be included in each installment payment shall be determined by multiplying the number of Brink’s Units in the Non-Employee Director's Account (including any dividends or distributions credited to such Account pursuant to Section 5 of Article IV of the Plan whether before or after the initial installment payment date) as of the first day of the month preceding the initial installment payment and as of each succeeding anniversary of such date by a fraction, the numerator of which is one and the denominator of which is the number of remaining installments (including the current installment).

Any fractional Units shall be converted to cash based on the average of the high and low per share quoted sale prices of Brink’s Stock as reported on the New York Stock Exchange Composite Transaction Tape, on the last trading day of the month preceding the month of distribution and shall be paid in cash.

ARTICLE VI

Designation of Beneficiary

A Non-Employee Director may designate in a written election filed with the Committee a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive all distributions and payments under the Plan after the Non-Employee Director's death.  Any such designation may be revoked, and a new election may be made, at any time and from time to time, by the Non-Employee Director without the consent of any beneficiary.  If the Non-Employee Director designates more than one beneficiary, any distributions and payments to such beneficiaries shall be made in equal percentages unless the Non-Employee Director has designated otherwise, in which case the distributions and payments shall be made

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in the percentages designated by the Non-Employee Director within 75 days following the date of death.  If no beneficiary has been named by the Non-Employee Director or no beneficiary survives the Non-Employee Director, the remaining Shares (including fractional Shares) in the Non-Employee Director's Account shall be distributed or paid in a single distribution to the Non-Employee Director's estate within 75 days following the date of death.  In the event of a beneficiary's death, the remaining installments will be paid to a contingent beneficiary, if any, designated by the Non-Employee Director or, in the absence of a surviving contingent beneficiary, the remaining Shares (including fractional Shares) shall be distributed or paid to the primary beneficiary's estate in a single distribution within 75 days following the date of the primary beneficiary’s death.  All distributions shall be made in Shares except that fractional shares shall be paid in cash.

ARTICLE VII

Miscellaneous

SECTION 1.  Nontransferability of Benefits.  Except as provided in Article VI, Units credited to an Account shall not be transferable by a Non-Employee Director or former Non-Employee Director (or his or her beneficiaries) other than by will or the laws of descent and distribution or pursuant to a domestic relations order.  No Non-Employee Director, no person claiming through a Non-Employee Director, nor any other person shall have any right or interest under the Plan, or in its continuance, in the payment of any amount or distribution of any Shares under the Plan, unless and until all the provisions of the Plan, any determination made by the Committee thereunder, and any restrictions and limitations on the payment itself have been fully complied with.  

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Except as provided in this Section 1, no rights under the Plan, contingent or otherwise, shall be transferable, assignable or subject to any pledge or encumbrance of any nature, nor shall the Company or any of its Subsidiaries be obligated, except as otherwise required by law, to recognize or give effect to any such transfer, assignment, pledge or encumbrance.

SECTION 2.  Limitation on Rights of Non-Employee Director.  Nothing in this Plan shall confer upon any Non-Employee Director the right to be nominated for reelection to the Board of Directors.  The right of a Non-Employee Director to receive any Shares shall be no greater than the right of any unsecured general creditor of the Company.

SECTION 3.  Term, Amendment and Termination.

(a)           The Plan shall terminate on May 15, 2014, unless the Company’s shareholders approve its extension.

(b)           The Corporate Governance and Nominating Committee of the Board of Directors may from time to time amend any of the provisions of the Plan, or may at any time terminate the Plan; provided, however, that the allocation formulas included in Article IV may not be amended more than once in any six-month period.  No amendment or termination shall adversely affect any Units (or distributions in respect thereof) which shall theretofore have been credited to any Non-Employee Director's Account without the prior written consent of the Non-Employee Director.

SECTION 4.  Funding.  The Plan shall be unfunded.  Shares shall be acquired (a) from the trustee under the Employee Benefits Trust Agreement made December 7, 1992, as amended from time to time, (b) by purchases on the New York

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Stock Exchange or (c) in such other manner, including acquisition of Brink’s Stock, otherwise than on said Exchange, at such prices, in such amounts and at such times as the Company in its sole discretion may determine.

SECTION 5.  Governing Law.  The Plan and all provisions thereof shall be construed and administered according to the laws of the Commonwealth of Virginia.

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Schedule A

The Initial Allocation for each Non-Employee Director shall be the amount set forth in a report prepared by Foster Higgins dated February 7, 1996.

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EX-10.9

EXHIBIT 10.9

THE BRINK’S COMPANY

NON-EMPLOYEE DIRECTORS’ EQUITY PLAN

(Amended and Restated as of July 12, 2012)

SECTION 1.  Purpose.

The purpose of The Brink’s Company Non-Employee Directors’ Equity Plan is to act as the successor plan to The Brink’s Company Non-Employee Directors’ Stock Option Plan (amended and restated as of July 8, 2005) and to attract and retain the services of experienced independent directors for The Brink’s Company by encouraging them to acquire a proprietary interest in The Brink’s Company in the form of shares of The Brink’s Company common stock.  The Brink’s Company intends The Brink’s Company Non-Employee Directors’ Equity Plan to provide those directors with additional incentive to further the best interests of The Brink’s Company and its shareholders.

SECTION 2.  Definition.

As used in the Plan, the following terms shall have the meanings set forth below:

 (a)“Act” shall mean the Securities Exchange Act of 1934, as amended.

 (b)“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board.

 (c)“Award” shall mean any Option, Stock Appreciation Right, award of Restricted Stock or Other Stock-Based Award granted under the Plan.

 (d)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

 (e)“Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death.

 (f)“Board” shall mean the board of directors of the Company.

 (g)“Change in Control” shall mean the occurrence of:

(i) (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Shares would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of Shares outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total

Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, leases, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company;

(ii) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or

(iii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ceasing for any reason to constitute at least a majority thereof, unless the election by the Company's shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

 (h)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

 (i)“Company” shall mean The Brink’s Company.

 (j)“DSAP” shall mean The Brink’s Company Directors’ Stock Accumulation Plan, amended and restated as of July 12, 2012.

 (k)“Fair Market Value” shall mean with respect to Shares, the average of the high and low quoted sale prices of a share of such common stock on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the New York Stock Exchange Composite Transactions Tape or with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Board.

 (l)“Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6.

 (m)“Option” shall mean a Non-Qualified Stock Option.

 (n)“Other Stock-Based Award” shall mean any right granted under Section 9.

 (o)“Participant” shall mean an individual granted an Award under the Plan.

 (p)“Plan” shall mean The Brink’s Company Non-Employee Directors’ Equity Plan.

 (q)“Restricted Stock” shall mean any Share granted under Section 8.

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 (r)“Retirement” shall mean termination of service on or after the date the Participant has attained age 65 and completed at least five years of service on the Board.

 (s)“SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Board in its sole discretion, which, except in connection with an adjustment provided in Section 5(d), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

 (t)“Shares” shall mean shares of the common stock of the Company.

 (u)“Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company.

SECTION 3.  Eligibility.  Members of the Board who are not full-time or part-time officers or employees of the Company shall be eligible to receive Awards hereunder.

SECTION 4.  Administration.

 (a)The Plan shall be administered by the Board.  The Board may issue rules and regulations for administration of the Plan.  The Board shall meet at such times and places as it may determine.

 (b)Subject to the terms of the Plan and applicable law, the Board shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Board; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Board deems necessary or desirable for the administration of the Plan.

 (c)All decisions of the Board shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.

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SECTION 5.  Shares Available for Awards.

 (a)Subject to adjustment as provided below, the number of Shares available for issuance under the Plan shall be500,000 Shares.  Any Shares covered by an Award other than Options and SARs shall be counted against this limit as 2 Shares for every one Share covered by the Award.  In addition, each SAR shall be counted against this limit as one Share, regardless of whether a Share is used to settle the SAR upon exercise.

 (b)If, after the effective date of the Plan, any Shares covered by an Award, or to which such an Award relates, are forfeited, or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under the Plan.

 (c)Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

 (d)In the event that the Board shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limit specified in Section 5(a), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

SECTION 6.  Options.

The Board is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Board shall determine:

 (a)The purchase price per Share under an Option shall be determined by the Board; provided, however, that such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

 (b)The term of each Option shall be fixed by the Board but shall not exceed 6 years from the date of grant thereof.

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 (c)The Board shall determine the time or times at which an Option may be exercised in whole or in part; provided, however, that, except in the event of a Change in Control, an Option shall not be exercisable before the expiration of six months from the date the Option is granted.

 (d)The Board shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

 (e)Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other stock option.

 (f)Section 10 sets forth certain additional provisions that shall apply to Options.

SECTION 7. Stock Appreciation Rights.

 (a)The Board is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Board shall determine not inconsistent with the provisions of the Plan.

 (b)SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

 (c)Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option.  In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR.  Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

 (d)A freestanding SAR shall not have a term of greater than 6 years or an exercise price less than 100% of Fair Market Value of a Share on the date of grant and, except in the event of a Change in Control, shall not be exercisable before the expiration of six months from the date the SAR is granted.

 (e)Section 10 sets forth certain additional provisions that shall apply to SARs.

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SECTION 8.  Restricted Stock.

 (a)The Board is hereby authorized to grant Awards of Restricted Stock to Participants.

 (b)Shares of Restricted Stock shall be subject to such restrictions as the Board may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board may deem appropriate; provided, however, that subject to Section 11(g), Restricted Stock shall have a vesting period of not less than six months.

 (c)Any Share of Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates.  In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

 (d)The Board may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock; provided, that the Committee may not waive the restriction in the proviso of Section 8(b).

 (e)Section 10 sets forth certain additional provisions that shall apply to Restricted Stock.

SECTION 9.  Other Stock-Based Awards.

The Board is hereby authorized to grant to Participants such other Awards (including, without limitation, rights to dividends, dividend equivalents and units under the DSAP) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Board to be consistent with the purposes of the Plan.  Subject to the terms of the Plan, the Board shall determine the terms and conditions of such Awards.  Shares or other securities delivered pursuant to a purchase right granted under this Section 9 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or any combination thereof, as the Board shall determine, the value of which consideration, as established by the Board, shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

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SECTION 10.  Effect of Termination of Service on Awards.

Except as otherwise provided by the Board at the time an Option, SAR, or Award of Restricted Stock is granted or in any amendment thereto, if a Participant ceases to serve as a member of the Board, then:

 (a)with respect to an Option or SAR:

(i)subject to Section 10(a)(ii), if termination of service is by reason of the Participant’s permanent and total disability or by reason of the Participant’s Retirement, each Option or SAR held by the Participant shall continue to remain outstanding and shall become or remain exercisable and in full force and effect in accordance with its terms until the expiration date of the Award;

(ii)if termination of such service is by reason of the death of the Participant, or if the Participant dies after permanent and total disability or after the Participant’s Retirement as referred to in Section 10(a)(i), each Option or SAR held by the Participant shall become fully exercisable at the time of the Participant’s death and may be exercised by the Participant’s Beneficiary at any time within a period of three years after death (but not after the expiration date of the Award);

(iii)if termination of such service is for any reason other than as provided in Section 10(a)(i) or (ii), each Option or SAR held by the Participant shall continue to remain outstanding and shall become or remain exercisable and in full force and effect in accordance with its terms until the first anniversary of such termination of service (but not after the expiration date of such Award);

 (b)with respect to Restricted Stock:

(i)subject to Section 10(b)(ii), if termination of service is by reason of the Participant’s permanent and total disability, each Restricted Stock Award held by the Participant shall continue to remain outstanding in full force and effect and any restrictions with respect to such Restricted Stock Award shall lapse in accordance with the terms of the Award;

(ii)if termination of service is by reason of the Participant’s death, or if the Participant dies after permanent and total disability as referred to in Section 10(b)(i), any and all restrictions with respect to each Restricted Stock Award held by the Participant shall lapse at the time of the Participant’s death;

(iii)if termination of service is for any reason other than as provided in Section 10(b)(i) or (b)(ii), any Restricted Stock Award held by the Participant that remains subject to restrictions shall be canceled as of such termination of service and shall have no further force or effect.

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SECTION 11.  General Provisions Applicable to Awards.

 (a)Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

 (b)Awards may, in the discretion of the Board, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.  Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

 (c)Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Board in its discretion at the time of grant, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Board.  Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

 (d)No Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 11(e).  Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.  The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

 (e)A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Board by using forms and following procedures approved or accepted by the Board for that purpose.  If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.

 (f)All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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(g)Unless specifically provided to the contrary in any Award Agreement, upon a Change in Control, all Awards shall become fully exercisable, shall vest and shall be settled, as applicable, and any restrictions applicable to any Award shall automatically lapse.

SECTION 12.  Amendments and Termination.

 (a)Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the listing company rules of the New York Stock Exchange or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

 (b)The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and provided further that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof.

 (c)The Board shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Board determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

 (d)The Board may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

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SECTION 13.  Miscellaneous.

 (a)No Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to each recipient.

 (b)The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

 (c)Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

 (d)The grant of an Award shall not be construed as giving a Participant the right to be retained in the service of the Board or the Company.  The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award.

 (e)If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

 (f)Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person.  To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

 (g)No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

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SECTION 14.  Effective Date of the Plan.

The Plan shall be effective as of the date of its approval by the shareholders of the Company.

SECTION 15.  Term of the Plan.

No Award shall be granted under the Plan after the date of the annual shareholders meeting in the tenth year after the effective date of the Plan.  However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Board to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

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EX-31.1

EXHIBIT 31.1

I, Thomas C. Schievelbein, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of The Brink’s Company;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:           July 26, 2012

/s/ Thomas. C. Schievelbein

Thomas C. Schievelbein

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

I, Joseph W. Dziedzic, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 of The Brink’s Company;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:           July 26, 2012

 /s/ Joseph W. Dziedzic

Joseph W. Dziedzic

Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Brink’s Company (the “Company”) for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C. Schievelbein, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas. C. Schievelbein                                           

Thomas C. Schievelbein

President and Chief Executive Officer

(Principal Executive Officer)

July 26, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Brink’s Company (the “Company”) for the period ending June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph W. Dziedzic, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joseph W. Dziedzic

Joseph W. Dziedzic

Vice President and Chief Financial Officer

(Principal Financial Officer)

July 26, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Other Liabilities (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Other Liabilities Disclosure [Abstract]
Other Liabilities	$ 179.9	$ 178.4

XML

Selected Quarterly Financial Data (Details) In Millions, except Per Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2011 EUR (€)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)
Quarterly Financial Data [Abstract]
Revenues	$ 967.1	$ 979.3		$ 1,933.9	$ 1,892.6
Operating profit	26.5	20.4		68.9	57.4
Amounts Attributable To Brink's Income (Loss) From [Abstract]
Continuing operations	30.5	5.3		47.5	24.2
Discontinued operations	0	2.6		0	3.7
Net income attributable to Brink's	30.5	7.9		47.5	27.9
Depreciation and amortization				83.9	80.0
Capital expenditures				73.0	71.6
Diluted:
Continuing operations	$ 0.63	$ 0.11		$ 0.98	$ 0.50
Discontinued operations	$ 0	$ 0.05		$ 0	$ 0.08
Net income	$ 0.63	$ 0.16		$ 0.98	$ 0.58
Basic:
Continuing operations	$ 0.63	$ 0.11		$ 0.98	$ 0.51
Discontinued operations	$ 0	$ 0.05		$ 0	$ 0.08
Net income	$ 0.63	$ 0.17		$ 0.98	$ 0.58
Settlement Charge		$ 10	€ 7

XML

Capital Stock - Shares Used To Calculate Earnings (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Basic	48.5	47.8	48.3	47.7
Effect of dilutive stock awards	0.1	0.3	0.2	0.3
Diluted	48.6	48.1	48.5	48.0
Antidilutive stock options and awards excluded from denominator	2.6	1.5	2.6	2.2
Deferred compensation common stock unit	1.1	1.1	1.2	1.1

XML

Share-based compensation plans - Compensation (Details)	Jul. 12, 2012
Employees Deferred Compensation Plan [Member]
Other Share-Based Compensation [Line Items]
Common Stock Units for Deferred Compensation	170,618
Non-employee Directors Deferred Compensation Plan [Member]
Other Share-Based Compensation [Line Items]
Common Stock Units for Deferred Compensation	23,023

XML

Income Taxes - Uncertain Tax Positions (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Components Of Income Tax Expense Benefit Continuing Operations [Abstract]
Foreign tax differential for legislatoin enacted	$ 2.8

XML

Segment information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Segment Revenue and Operating Profit [Line Items]
Revenues	$ 967.1	$ 979.3	$ 1,933.9	$ 1,892.6
Operating profit	26.5	20.4	68.9	57.4
Capital expenditures			73.0	71.6
Depreciation and amortization			83.9	80.0
Total assets	2,460.2		2,460.2		2,406.2
International [Member]
Segment Revenue and Operating Profit [Line Items]
Revenues	729.5	732.5	1,459.9	1,406.8
Operating profit	36.4	26.2	97.3	71.4
North America [Member]
Segment Revenue and Operating Profit [Line Items]
Revenues	237.6	246.8	474.0	485.8
Operating profit	11.4	10.4	17.2	17.2
Segment operating profit [Member]
Segment Revenue and Operating Profit [Line Items]
Operating profit	47.8	36.6	114.5	88.6
Non Segment [Member]
Segment Revenue and Operating Profit [Line Items]
Operating profit	$ (21.3)	$ (16.2)	$ (45.6)	$ (31.2)

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Supplemental Cash Flow Information (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2012	Jun. 30, 2012	Jun. 30, 2011
Supplemental Cash Flow [Line Items]
Interest		$ 11.2	$ 9.8
Income taxes		48.8	39.6
Captial lease arrangments		8.7	29.7
Shares of Common Stock for Defined Benefit Plan Contribution	361,446
Shares of Common Stock for Defined Benefit Plan Contribution - Value per Share	$ 24.90
Value of Shares of Common Stock for Defined Benefit Plan Contribution	$ 9.0	$ 9.0

XML

Accounts Receivable (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts Receivable, Net, Current [Abstract]
Accounts receivable, net	$ 600.4	$ 550.5

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Fair Value (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
DTA Bond [Member]
DTA bonds [Abstract]
Carrying value	$ 43.2	$ 43.2
Fair value	44.1	44.0
Unsecured Notes Issued in a Private Placement [Member]
DTA bonds [Abstract]
Carrying value	100.0	100.0
Fair value	108.6	106.4
Mutual funds [Member]
Investments in Available-for-sale Securities [Line Items]
Cost	7.0	16.9
Gross Unrealized Gains	1.5	3.1
Fair Value	$ 8.5	$ 20.0

XML

Interest and Other Nonoperating Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Gain on sale of available-for-sale securities
Interest and other income	$ 0.9	$ 1.1	$ 4.8	$ 5.5

XML

Capital Stock (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 31, 2012	Jun. 30, 2012
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Voluntary Contribution to Pension Plan		$ 15.5
Shares of Common Stock for Defined Benefit Plan Contribution	361,446
Shares of Common Stock for Defined Benefit Plan Contribution - Value per Share	$ 24.90
Value of Shares of Common Stock for Defined Benefit Plan Contribution	9.0	9.0
Date of shares issued for stock contribution	Mar. 06, 2012
Discount due to lack of marketability	2.40%
Closing share price	$ 25.51
Common Stock, Value of Shelf Registration	$ 150.0

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Segment information

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Segment information

Note 2 – Segment information

We identify our operating segments based on how resources are allocated and operating decisions are made. Management evaluates performance and allocates resources based on operating profit or loss, excluding non-segment expenses. Under the criteria set forth in FASB ASC 280, Segment Reporting, we have four geographic operating segments, which are aggregated into two reportable segments: International and North America. We currently serve customers in more than 100 countries, including approximately 50 countries where we operate subsidiaries.

The primary services of the reportable segments include:

• Cash-in-transit (“CIT”) – armored vehicle transportation
• Automated teller machine (“ATM”) – replenishment and servicing, network infrastructure services
• Global Services – transportation of valuables globally
• Cash Management Services – supply chain management of cash
• Payment Services – consumers pay utility and other bills at payment locations
• Guarding Services – including airport security

				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Revenues:
	International		$	729.5	732.5	1,459.9	1,406.8
	North America			237.6	246.8	474.0	485.8
		Revenues	$	967.1	979.3	1,933.9	1,892.6
				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Operating profit:
	International		$	36.4	26.2	97.3	71.4
	North America			11.4	10.4	17.2	17.2
		Segment operating profit		47.8	36.6	114.5	88.6
	Non-segment			(21.3)	(16.2)	(45.6)	(31.2)
		Operating profit	$	26.5	20.4	68.9	57.4

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Operating Leases (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Guarantees
Operating leases residual value guarantee	$ 22.5

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Income taxes - Income and Taxes from Cont. Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income (loss) from continuing operations before income taxes [Abstract]
Income from continuing operations before tax	$ 22.0	$ 15.6	$ 62.0	$ 51.2
Income tax expense (benefit) from continuing operations [Abstract]
Deferred income taxes			(32.9)	(11.2)
Provision (benefit) for income taxes	$ (10.1)	$ 5.6	$ 6.1	$ 17.0

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Retirement Benefits - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Sep. 30, 2012
Net periodic pension cost (credit) [Line Items]
UMWA obligation increase due to "Cadillac" plan excise tax	$ 1.3		$ 3.7	$ 7.3	$ 3.7
Retirement Benefit Plan Remeasurements [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	15.5			15.5
Cash portion of contribution						7.0
Newly issued shares of common stock for contribution		361,446
Common stock value per share for stock contribution		$ 24.90
Aggregate value of shares of common stock contribution		9.0		9.0
2010 Healthcare reform black lung obligation increase	$ 12.2		$ 0	$ 12.2	$ 0

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Share-based compensation plans (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2012 DecimalType	Jun. 30, 2012	Jul. 12, 2012
Share-based compensation plans [Abstract]
Number of shares underlying options	207,000
Weighted-average exercise price per share	$ 22.39	$ 22.39	$ 22.57
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend yield - weighted average	1.80%
Expected dividend yield - range	1.8
Expected volatility - weighted average	40.00%
Expected volatility range - maximum	40.00%
Risk-free interest rate - weighted average	0.70%
Risk-free interest rate range - minimum	0.50%
Risk-free interest rate range - maximum	0.90%
Expected term in years - weighted average	4.25
Expected term in years range - minimum	3.25
Expected term in years range - maximum	5.25
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Aggregate Weighted Average Grant Date Fair Value	$ 1.3
Weighted-average fair value estimates at grant date	$ 6.29
Nonvested share activity [Line Items]
Beginning balance - shares		315,400
Stock units granted - shares		98,100
Cancelled awards - shares		(100)
Vested - shares		(42,100)
Ending balance - shares	371,300	371,300
2005 Equity Incentive Plan
Nonvested share activity [Line Items]
Beginning balance - shares		299,600
Stock units granted - shares		98,100
Cancelled awards - shares		(100)
Vested - shares		(42,100)
Ending balance - shares	355,500	355,500
Weighted-average grant-date fair value [Abstract]
Beginning Balance - grant-date fair value		$ 25.99
Stock units granted - grant-date fair value		$ 22.98
Cancelled awards - grant-date fair value	$ 26.40	$ 26.40
Vested - grant-date fair value		$ 25.50
Ending Balance - grant-date fair value	$ 25.26	$ 25.26
Non-Employee Directors' Equity Plan
Nonvested share activity [Line Items]
Beginning balance - shares		15,800
Stock units granted - shares		0
Cancelled awards - shares		0
Vested - shares		0
Ending balance - shares	15,800	15,800
Weighted-average grant-date fair value [Abstract]
Beginning Balance - grant-date fair value		$ 25.99
Stock units granted - grant-date fair value		$ 22.98
Cancelled awards - grant-date fair value	$ 26.40	$ 26.40
Vested - grant-date fair value		$ 25.50
Ending Balance - grant-date fair value	$ 25.26	$ 25.26

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Income Taxes - Rate Reconciliation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Rate Reconciliation [Abstract]
Actual Income Tax Rate On Continuing Operations	(45.90%)	35.90%	9.80%	33.20%
Foreign tax differential for legislatoin enacted				$ 2.8
Medicare Prescription Drug Subsidy Non-cash Benefit			$ 21.0

XML

Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Deferred Tax Assets (Liabilities), Net [Abstract]
Deferred Tax Liabilities, Noncurrent	$ (28.7)	$ (23.0)

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

Note 1 – Basis of presentation

The Brink's Company (along with its subsidiaries, “Brink's” or “we”) has two reportable segments:

       International

       North America

Our unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2011.

We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements. Actual results could differ materially from these estimates. The most significant estimates are related to goodwill and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, foreign currency translation and deferred tax assets.

The consolidated financial statements include all of the assets, liabilities, revenues, expenses and cash flows of Brink's and all entities in which Brink's has a controlling voting interest. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

Foreign Currency Translation

Our consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate.

The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not.  Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.

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

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

Venezuela

Our Venezuelan operations accounted for $151.7million or 8%of total Brink's revenues in the six months ended June 30, 2012.Our operating margins in Venezuela have varied depending on the mix of business during any year and have been up to three times our overall international segment operating margin rate.

The economy in Venezuela has had significant inflation in the last several years.Beginning January 1, 2010, we designated Venezuela's economy as highly inflationary for accounting purposes, and we consolidated our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies. InJune 2010, the Venezuelan government established a new exchange process that requires each transaction be approved by the government's central bank (the “SITME” rate). On a daily basis, the central bank publishes ranges of prices at which it may approve transactions to purchase dollar-denominated bonds, resulting in an exchange rate range of 4.3 to 5.3 bolivar fuertes to the U.S. dollar. To date, approved transactions have been at the upper end of the range. To the extent we need to obtain U.S. dollars, we currently expect our U.S. dollar-denominated transactions to be settled at a rate of 5.3 bolivar fuertes to the U.S. dollar. We have used this rate to remeasure our bolivar fuerte-denominated monetary assets and liabilities into U.S. dollars at June 30, 2012, resulting in bolivar fuerte-denominated net monetary assets at June 30, 2012,of $60.5million. For the six months endedJune 30, 2012and for the twelve months ended December 31, 2011, we did not recognizeany remeasurement gains or losses as the SITME rate did not change.

Under the SITME process, approved transactions may not exceed $350,000 per legal entity per month. We have obtained sufficient U.S. dollars to purchase imported supplies and fixed assets to operate our business in Venezuela but our continued ability to do this is less certain. Although we believe the repatriation of cash invested in Venezuela will be limited in the future, we have been successful at converting some bolivar fuertes to U.S. dollars through other legal channels, at a rate not as favorable as the SITME rate.

At June 30, 2012, our Venezuelan subsidiaries held $1.8million of cash and short-term investments denominated in U.S. dollars and $26.8 million of cash and short-term investments denominated in bolivar fuertes. On an equity-method basis, we had investments in our Venezuelan operations of $81.0 million atJune 30, 2012.

Recently Adopted Accounting Standards

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 changes how fair value guidance is applied in certain circumstances and expands the disclosure requirements around fair value measurements.  For entities with fair value measurements classified as Level 3, required disclosures include a quantitative disclosure of the unobservable inputs and assumptions used in the measurement, a description of the valuation processes in place, a narrative description of the sensitivity of the fair value to changes in unobservable inputs and interrelationships between those inputs, and quantitative disclosures about unobservable inputs used in fair value measurements other than those valuations that use net asset value as a practical expedient.  We adopted the guidance effective January 1, 2012. The adoption of this guidance did not have a material effect on our financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. For annual periods, an entity has the option to present the components of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. For interim periods, total comprehensive income is required to be disclosed either below net income on the income statement or as a separate statement. The ASU does not change the items that must be reported as other comprehensive income.  Whether presenting two separate statements or one continuous statement in annual periods, the ASU required entities to present reclassifications from other comprehensive income in the statement reporting net income. In December 2011, however, the FASB deferred this requirement when it issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which has the same effective date as ASU 2011-05. Companies must continue to disclose reclassifications from other comprehensive income on the statement that reports other comprehensive income, or in the notes to the financial statements. We adopted this guidance effective January 1, 2012, and included a statement of comprehensive income in our interim financial statements. The adoption of this guidance did not have a material effect on our financial statements.

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Income Taxes - Valuation Allowances (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Valuation and Qualifying Accounts Disclosure [Line Items]
Amounts attributable to Brink's Income (loss) from Continuing operations	$ 30.5	$ 5.3	$ 47.5	$ 24.2
Income (loss) from discontinued operations	0	2.6	0	3.7
Other Comprehensive Income (Loss), Net of Tax	$ (34.9)	$ 23.0	$ 0.8	$ 53.1

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Long-term Debt (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011
Long-term Debt Types [Abstract]
Captial lease arrangments	$ 8.7		$ 29.7
Long Term Debt By Current And Noncurrent [Abstract]
Current maturities of long-term debt	30.8	28.7
Long-term debt	$ 337.5	$ 335.3

XML

Other Commitments and Contingencies (Details) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 EUR (€)	Dec. 31, 2010 EUR (€)	Jun. 30, 2012 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating leases residual value guarantee				$ 22.5
Amount of claim			20
Settlement agreement contribution		7
Settlement amount	$ 10	€ 7

XML

Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents		$ 126.9	$ 182.9
Accounts Receivable, Net, Current		600.4	550.5
Prepaid expenses and other		154.8	134.1
Deferred income taxes		75.8	66.4
Total current assets		957.9	933.9
Property and equipment, net		748.7	749.2
Goodwill		240.0	231.4
Other Intangibles		58.5	63.8
Deferred income taxes		373.9	350.8
Other		81.2	77.1
Total assets		2,460.2	2,406.2
Current liabilities:
Short-term borrowings		37.5	25.4
Current maturities of long-term debt		30.8	28.7
Accounts payable		147.3	159.5
Accrued liabilities		484.0	488.5
Total current liabilities		699.6	702.1
Long-term debt		337.5	335.3
Accrued pension costs		361.9	369.6
Retirement benefits other than pensions		317.2	315.4
Deferred income taxes		28.7	23.0
Other		179.9	178.4
Total liabilities		1,924.8	1,923.8
Commitments and contingent liabilities
The Brink's Company (Brink's) shareholders' equity:
Common stock		47.6	46.9
Capital in excess of par value		570.1	559.5
Retained earnings		627.3	589.5
Accumulated other comprehensive loss		(785.1)	(787.9)
Brink's shareholders		459.9	408.0
Noncontrolling interests		75.5	74.4
Total equity		535.4	482.4
Total liabilities and equity		$ 2,460.2	$ 2,406.2

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Share-based compensation plans - Options Activity (Detais) (USD $)	0 Months Ended
	Jul. 12, 2012	Jun. 30, 2012
Share-based Compensation Plans Optoins Outstanding [Roll Forward]
Options granted - shares	149,473
Share-based Compensation Plans Optoins Outstanding Exercise Price [Abstract]
Options granted - Exercise Price	$ 22.57	$ 22.39

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Parenthetical Data To The Consolidated Statement of Equity (USD $)	6 Months Ended
	Jun. 30, 2012
Dividends:
Brink's common shareholders per share declared	$ 0.20

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Acquisitions - Narratives (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition [Line Items]
Sales Revenue, Net	$ 967.1	$ 979.3	$ 1,933.9	$ 1,892.6

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Capital Stock (Tables)

6 Months Ended

Jun. 30, 2012

Weighted Average Number of Shares Outstanding Reconciliation [Abstract]

Schedule Of Weighted Average Number Of Shares [Table Text Block]

		Three Months		Six Months
		Ended June 30,		Ended June 30,
(In millions)		2012	2011	2012	2011
Weighted-average shares:
	Basic (a)	48.5	47.8	48.3	47.7
	Effect of dilutive stock options and awards	0.1	0.3	0.2	0.3
	Diluted	48.6	48.1	48.5	48.0
Antidilutive stock options and awards excluded from denominator		2.6	1.5	2.6	2.2

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Goodwill and Other Intangible Assets - From Aqcuisitions (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 240.0	$ 231.4
Goodwill, Ending Balance	$ 240.0	$ 231.4

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Summary of Significant Accounting Policies (Details) (USD $)	6 Months Ended
	Jun. 30, 2012 DecimalType
Venezuelan Operations [Member]
Foreign Currency Translation [Line Items]
Revenues	$ 151,700,000
Venezuelan revenues as a percentage of total revenues	7.8
Foreign Currency Exchange Rate Translation	5.3
Approved transactions limit per entity per month	350,000
Brinks investments in Venzuelan Operations on an equity-method basis	81,000,000
Venezuelan Operations [Member] | Maximum [Member]
Foreign Currency Translation [Line Items]
Foreign Currency Exchange Rate Translation	5.3
Venezuelan Operations [Member] | Minimum [Member]
Foreign Currency Translation [Line Items]
Foreign Currency Exchange Rate Translation	4.3
US Dollar Denominated [Member]
Foreign Currency Translation [Line Items]
Cash and short-term investments	1,800,000
Bolivar Fuerte Denominated [Member]
Foreign Currency Translation [Line Items]
Assets Net	60,500,000
Cash and short-term investments	$ 26,800,000

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net income	$ 55.9	$ 37.9
Adjustments to reconcile net income to net cash provided (used) by operating activities:
(Income) loss from discontinued operations, net of tax	0	(3.7)
Depreciation and amortization	83.9	80.0
Share-based compensation expense	5.1	1.4
Deferred income taxes	(32.9)	(11.2)
Sales of available-for-sale securities	(2.1)	(4.4)
Sales of property and other assets	(0.4)	(0.5)
Business acquisitions and dispositions	(0.9)	(0.4)
Asset impairment charges	0	0
Retirement benefit funding (more) less than expense:
Pension	0.2	4.5
Other than pension	11.9	5.7
Other operating	8.7	5.3
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(68.3)	(55.4)
Accounts payable, income taxes payable and accrued liabilities	(9.4)	27.7
Prepaid and other current assets	(15.9)	(20.0)
Other	(5.5)	1.2
Discontinued operations	0	1.2
Net cash provided by operating activities	30.3	69.3
Cash flows from investing activities:
Capital expenditures	(73.0)	(71.6)
Acquisitions	(16.4)	(1.4)
Available-for-sale secuirties:
Purchases	0	0
Sales	11.8	12.2
Cash proceeds from sale of property, equipment and investments	0.5	1.2
Short-term investments	0	0
Cash settlements of foreign currency derivatives	0	(1.5)
Other	(1.2)	0
Net cash used by investing activities	(78.3)	(61.1)
Cash flows from financing activities:
Short-term debt	12.0	6.5
Long-term revolving credit facilities	2.9	(116.3)
Issuance of private placement notes	0	100.0
Borrowings	7.1	0
Repayments	(14.3)	(14.6)
Cash proceeds from sale-leaseback transactions	0	0
Debt financing costs	(1.5)	(0.6)
Repurchase shares of common stock of Brink's	0	0
Dividends to:
Shareholders of Brink's	(9.4)	(9.3)
Noncontrolling interests in subsidiaries	(5.7)	(11.4)
Proceeds from exercise of stock options	0.1	4.5
Excess tax benefits associated with share-based compensation	0	0.9
Minimum tax withholdings associated with share-based compensation	(0.5)	(1.6)
Net cash used by financing activities	(9.3)	(41.9)
Effect of exchange rate changes on cash	1.3	6.6
Cash and cash equivalents:
Increase (decrease)	(56.0)	(27.1)
Balance at beginning of period	182.9	183.0
Balance at end of period	$ 126.9	$ 155.9

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Statement [Abstract]
Revenues	$ 967.1	$ 979.3	$ 1,933.9	$ 1,892.6
Costs and expenses:
Cost of revenues	798.9	808.6	1,585.9	1,566.2
Selling, general and administrative expenses	140.4	142.0	280.0	263.7
Total costs and expenses	939.3	950.6	1,865.9	1,829.9
Other operating income (expense)	(1.3)	(8.3)	0.9	(5.3)
Operating profit	26.5	20.4	68.9	57.4
Interest expense	(5.4)	(5.9)	(11.7)	(11.7)
Interest and other income (expense)	0.9	1.1	4.8	5.5
Income from continuing operations before tax	22.0	15.6	62.0	51.2
Provision (benefit) for income taxes	(10.1)	5.6	6.1	17.0
Income from continuing operations	32.1	10.0	55.9	34.2
Income from discontinued operations, net of tax	0	2.6	0	3.7
Net income	32.1	12.6	55.9	37.9
Less net income attributable to noncontrolling interests	(1.6)	(4.7)	(8.4)	(10.0)
Net income attributable to Brink's	30.5	7.9	47.5	27.9
Income attributable to Brink's:
Continuing operations	30.5	5.3	47.5	24.2
Discontinued operations	0	2.6	0	3.7
Net income attributable to Brink's	$ 30.5	$ 7.9	$ 47.5	$ 27.9
Basic:
Continuing operations	$ 0.63	$ 0.11	$ 0.98	$ 0.51
Discontinued operations	$ 0	$ 0.05	$ 0	$ 0.08
Net income	$ 0.63	$ 0.17	$ 0.98	$ 0.58
Diluted:
Continuing operations	$ 0.63	$ 0.11	$ 0.98	$ 0.50
Discontinued operations	$ 0	$ 0.05	$ 0	$ 0.08
Net income	$ 0.63	$ 0.16	$ 0.98	$ 0.58
Weighted-average shares
Basic	48.5	47.8	48.3	47.7
Diluted	48.6	48.1	48.5	48.0
Cash dividends paid per common share	$ 0.10	$ 0.10	$ 0.20	$ 0.20

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Segment information (Tables)

6 Months Ended

Jun. 30, 2012

Segment Reporting [Abstract]

Revenue From Segments To Consolidated [Table Text Block]

				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Revenues:
	International		$	729.5	732.5	1,459.9	1,406.8
	North America			237.6	246.8	474.0	485.8
		Revenues	$	967.1	979.3	1,933.9	1,892.6

Operating Profit Loss From Segments To Consolidated [Table Text Block]

				Three Months		Six Months
				Ended June 30,		Ended June 30,
(In millions)				2012	2011	2012	2011
Operating profit:
	International		$	36.4	26.2	97.3	71.4
	North America			11.4	10.4	17.2	17.2
		Segment operating profit		47.8	36.6	114.5	88.6
	Non-segment			(21.3)	(16.2)	(45.6)	(31.2)
		Operating profit	$	26.5	20.4	68.9	57.4

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Document And Entity Information (USD $)	6 Months Ended
	Jun. 30, 2012	Jul. 24, 2012	Jun. 30, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Document Fiscal Year Focus	2012
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Period Focus	Q2
Entity Registrant Name	BRINKS CO
Entity Central Index Key	0000078890
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,383,834,551
Entity Common Stock, Shares Outstanding		47,737,797

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Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2012

Retirement Benefits Pension And Postretirement [Line Items]

Schedule Of Net Benefit Costs [Table Text Block]

		U.S. plans		Non-U.S. plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	2.8	2.5	2.8	2.5
Interest cost on projected benefit obligation		11.0	11.6	4.8	4.3	15.8	15.9
Return on assets – expected		(14.9)	(16.2)	(3.1)	(3.0)	(18.0)	(19.2)
Amortization of losses		9.7	7.0	1.0	0.7	10.7	7.7
Amortization of prior service cost		-	-	0.4	0.4	0.4	0.4
Settlement loss		-	-	0.3	1.0	0.3	1.0
Net periodic pension cost	$	5.8	2.4	6.2	5.9	12.0	8.3
Six months ended June 30,
Service cost	$	-	-	5.4	5.3	5.4	5.3
Interest cost on projected benefit obligation		22.0	23.1	8.9	8.6	30.9	31.7
Return on assets – expected		(30.0)	(32.5)	(6.1)	(6.1)	(36.1)	(38.6)
Amortization of losses		19.7	14.0	2.1	1.5	21.8	15.5
Amortization of prior service cost		-	-	0.8	0.8	0.8	0.8
Settlement loss		4.0	-	1.1	1.0	5.1	1.0
Net periodic pension cost	$	15.7	4.6	12.2	11.1	27.9	15.7

Schedule of Costs of Retirement Plans [Table Text Block]

		UMWA plans		Black lung and other plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		5.6	5.9	0.7	0.7	6.3	6.6
Return on assets – expected		(5.3)	(6.4)	-	-	(5.3)	(6.4)
Amortization of losses		5.1	3.8	0.4	0.1	5.5	3.9
Amortization of prior service cost		-	-	0.5	0.5	0.5	0.5
Net periodic pension cost	$	5.4	3.3	1.7	1.3	7.1	4.6
Six months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		11.2	12.0	1.5	1.4	12.7	13.4
Return on assets – expected		(10.6)	(12.8)	-	-	(10.6)	(12.8)
Amortization of losses		10.5	7.5	0.6	0.2	11.1	7.7
Amortization of prior service cost		-	-	1.0	1.0	1.0	1.0
Net periodic pension cost	$	11.1	6.7	3.2	2.6	14.3	9.3

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Statement of Income and Comprehensive Income [Abstract]
Net income	$ 32.1	$ 12.6	$ 55.9	$ 37.9
Benefit plan adjustments:
Net experience gains (losses) arising during the year	(1.3)	(3.7)	(7.3)	(3.7)
Tax benefit (provision) related to net experience gains and losses arising during the year	0.3	1.0	2.0	1.0
Reclassification adjustment for amortization of prior net experience loss included in net income	16.5	12.6	38.0	24.2
Tax benefit related to reclassification adjustment for prior net experience loss	(5.8)	(4.4)	(13.7)	(8.7)
Prior service (cost) credit from plan amendment during the year	(12.2)	0	(12.2)	0
Tax benefit (provision) related to prior service (cost) credit from plan amendment during the year	4.2	0	4.2	0
Reclassification adjustment for amortization of prior service cost (credit) included in net income	0.9	0.9	1.8	1.8
Tax provision (benefit) related to reclassification adjustment for prior service cost (credit)	(0.2)	(0.3)	(0.5)	(0.6)
Deferred profit sharing	0.1	0.3	0.3	0.3
Benefit plan adjustments, net of tax	2.5	6.4	12.6	14.3
Foreign currency:
Foreign currency translation adjustments	(37.3)	16.3	(10.9)	39.4
Available-for-sale securities:
Unrealized net gains (losses) on available-for-sale securities arising during the year	(0.2)	0.5	0.5	3.3
Reclassification to foreign currency	0	0	0	0
Tax benefit (provision) related to unrealized net gains and losses on available-for-sale securities	0.1	(0.2)	(0.1)	(0.4)
Reclassification adjustment for net (gains) losses realized in net income	0	0	(2.1)	(4.4)
Tax provision (benefit) related to reclassification adjustment	0	0	0.8	0.9
Unrealized net gains (losses) on available-for-sale securities, net of tax	(0.1)	0.3	(0.9)	(0.6)
Other comprehensive income (loss)	(34.9)	23.0	0.8	53.1
Comprehensive income (loss)	(2.8)	35.6	56.7	91.0
Amounts attributable to Brink's [Abstract]
Net income attributable to Brink's	30.5	7.9	47.5	27.9
Benefit plan adjustments	5.6	6.4	15.7	14.3
Foreign currency	(36.4)	15.6	(12.0)	38.7
Available-for-sale securities	(0.1)	0.3	(0.9)	(0.7)
Other comprehensive income (loss)	(30.9)	22.3	2.8	52.3
Comprehensive income (loss) attributable to Brink's	(0.4)	30.2	50.3	80.2
Amounts attributable to noncontrolling interests [Abstract]
Net income	1.6	4.7	8.4	10.0
Benefit plan adjustments	(3.1)	0	(3.1)	0
Foreign currency	(0.9)	0.7	1.1	0.7
Available-for-sale securities	0	0	0	0.1
Other comprehensive income (loss)	(4.0)	0.7	(2.0)	0.8
Comprehensive income (loss) attributable to noncontrolling interests	(2.4)	5.4	6.4	10.8
Comprehensive income (loss)	$ (2.8)	$ 35.6	$ 56.7	$ 91.0

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Fair Value

6 Months Ended

Jun. 30, 2012

Fair value of financial instruments [Abstract]

Fair value of financial instruments

Note 8 – Fair value of financial instruments

Investments in Available-for-sale Securities

We have investments in mutual funds designated as available-for-sale securities that are carried at fair value in the financial statements. For these investments, fair value was estimated based on quoted prices categorized as a Level 1 valuation. Valuation levels are defined in our 2011 Form 10-K.

				June 30,	December 31,
(In millions)				2012	2011
Mutual Funds
	Cost		$	7.0	16.9
	Gross unrealized gains			1.5	3.1
		Fair value	$	8.5	20.0

Fixed-Rate Debt

The fair value estimate of our obligation related to the fixed-rate Dominion Terminal Associates (“DTA”) bonds is based on price information observed in a less-active market, which we have categorized as a Level 2 valuation.

The fair value estimate of our unsecured private-placement notes is based on the present value of future cash flows, discounted at rates for similar instruments at the measurement date, which we have categorized as a Level 3 valuation.

			June 30,	December 31,
(In millions)			2012	2011
DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		44.1	44.0
Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		108.6	106.4

Other Financial Instruments

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

The fair value of outstanding foreign currency contracts was not significant. There were no transfers in or out of any of the levels of the valuation hierarchy in the first six months of 2012.

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Income taxes

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Income taxes

Note 4 – Income taxes

		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2012		2011		2012		2011
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(10.1)		5.6		6.1		17.0
Effective tax rate		(45.9)	%	35.9	%	9.8	%	33.2	%

2012 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2012was lower than the 35% U.S. statutory tax rate largely due toa$21 million non-cash income tax benefit as a result of the Company changing its funding strategy for retiree health care obligations (as described below),partially offset by higher taxes due to the geographical mix of earnings, withholding taxes, and the characterization of a French business tax as an income tax.

The Company changed its funding strategy for certain retiree health care obligations and, as a result, no longer expects to be affected by an income tax deduction limitation enacted by The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (“the Act”).  The Act disallows deductions for prescription drug benefit costs funded after December 31, 2012, to the extent these costs are reimbursed by a “Medicare Part D Subsidy.”  

2011 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2011 was lower than the 35% U.S. statutory tax rate largely due to a $2.8 million benefit for changes in legislation in various jurisdictions and tax claims and audit settlements, partially offset by higher taxes due to the geographical mix of earnings and the characterization of a French business tax as an income tax.

		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2012		2011		2012		2011
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(10.1)		5.6		6.1		17.0
Effective tax rate		(45.9)	%	35.9	%	9.8	%	33.2	%

2012 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2012was lower than the 35% U.S. statutory tax rate largely due toa$21 million non-cash income tax benefit as a result of the Company changing its funding strategy for retiree health care obligations (as described below),partially offset by higher taxes due to the geographical mix of earnings, withholding taxes, and the characterization of a French business tax as an income tax.

The Company changed its funding strategy for certain retiree health care obligations and, as a result, no longer expects to be affected by an income tax deduction limitation enacted by The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (“the Act”).  The Act disallows deductions for prescription drug benefit costs funded after December 31, 2012, to the extent these costs are reimbursed by a “Medicare Part D Subsidy.”  

2011 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2011 was lower than the 35% U.S. statutory tax rate largely due to a $2.8 million benefit for changes in legislation in various jurisdictions and tax claims and audit settlements, partially offset by higher taxes due to the geographical mix of earnings and the characterization of a French business tax as an income tax.

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Information [Abstract]

Schedule Of Cash Flow Supplemental Disclosures [TableTextBlock]

			Six Months
			Ended June 30,
(In millions)			2012	2011
Cash paid for:
	Interest	$	11.2	9.8
	Income taxes		48.8	39.6

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Income taxes (Tables)

6 Months Ended

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Schedule Of Components Of Income Tax Expense Benefit [TableText Block]

		Three Months				Six Months
		Ended June 30,				Ended June 30,
		2012		2011		2012		2011
Continuing operations
Provision (benefit) for income taxes (in millions)	$	(10.1)		5.6		6.1		17.0
Effective tax rate		(45.9)	%	35.9	%	9.8	%	33.2	%

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Supplemental cash flow information

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Information [Abstract]

Supplemental cash flow information

Note 7 – Supplemental cash flow information

			Six Months
			Ended June 30,
(In millions)			2012	2011
Cash paid for:
	Interest	$	11.2	9.8
	Income taxes		48.8	39.6

Non-cash Investing and Financing Activities

We acquired$8.7 million of armored vehiclesunder capital lease arrangements in thefirst six months of 2012, as compared to$29.7millionin thefirst six monthsof 2011.

We contributed $9 million of Brink's common stock to our primary U.S. pension plan in the first three months of 2012.

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Share-based compensation plans

6 Months Ended

Jun. 30, 2012

Share-based compensation plans [Abstract]

Share-based compensation plans

Note 5 – Share-based compensation plans

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

The 2005 Equity Incentive Plan (the “2005 Plan”) permits grants of stock options, restricted stock, stock appreciation rights, performance stock and other share-based awards to employees. Only stock options and restricted stock units have been granted under the 2005 Plan to date.

We provide share-based awards to directors through the Non-Employee Directors' Equity Plan (the “Directors' Plan”). Onlydeferred stock units have been granted under the Directors' Plan to date.

The fair value of the options granted during the three months ended June 30, 2012, was calculated using the following estimated weighted-average assumptions:

			Three Months
			Ended June 30,
Options Granted			2012
Number of shares underlying options, in thousands						207
Weighted-average exercise price per share			$			22.39
Assumptions used to estimate fair value
	Expected dividend yield (a):
		Weighted-average				1.8%
		Range				1.8%
	Expected volatility (b):
		Weighted-average				40%
		Range				40%
	Risk-free interest rate (c):
		Weighted-average				0.7%
		Range		0.5%	–	0.9%
	Expected term in years (d):
		Weighted-average				4.25
		Range		3.25	–	5.25
Weighted-average fair value estimates at grant date:
	In millions		$			1.3
	Fair value per share		$			6.29

• The expected dividend yield is the calculated yield on Brink's common stock at the time of the grant.
• The expected volatility was estimated after reviewing the historical volatility of our stock using daily close prices.
• The risk-free interest rate was based on U.S. Treasury debt yieldsat the time of the grant.
• The expected term of the options was based on our historical option exercise, expiration and post-vesting cancellation behaviors.

Nonvested Share Activity
	Number of Shares				Weighted-Average
	2005	Directors’			Grant-Date
(in thousands of shares, except per share amounts)	Plan	Plan	Total		Fair Value (a)
Balance as of December 31, 2011	299.6	15.8	315.4	$	25.99
Granted	98.1	-	98.1		22.98
Cancelled awards	(0.1)	-	(0.1)		26.40
Vested	(42.1)	-	(42.1)		25.50
Balance as of June 30, 2012	355.5	15.8	371.3	$	25.26

• Fair value is measured at the date of grant based on the average of the high and low per share quoted sales price of Brink's common stock, adjusted for a discount on units that do not receive or accrue dividends.

On July 11, 2012, we granted options to purchase 149,473 shares of common stock and 170,618 restricted stock units under the 2005 Plan. The options have an exercise price of $22.57 per share.

On July 12, 2012, we granted 23,023 deferred stock units under the Directors'Plan.

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Capital stock

6 Months Ended

Jun. 30, 2012

Notes to Financial Statements [Abstract]

Capital stock

Note 6 – Capital stock

Shelf Registration of Common Stock

On February 28, 2012, we filed a shelf registration statement under Form S-3ASR with the SEC for $150 million of our common stock. Under this shelf registration, we are able to issue up to $150 million of new common stock. On March 6, 2012, we issued 361,446 shares of our common stock and contributed the shares to our primary U.S. pension plan. Sales of these shares by the plan are covered under our shelf registration statement. The common stock was valued for purposes of the contribution at $24.90 per share, or $9 million in the aggregate, which reflected a 2.4% discount from the $25.51 per share closing share price of our common stock on March 5, 2012.

Shares Used to Calculate Earnings per Share

		Three Months		Six Months
		Ended June 30,		Ended June 30,
(In millions)		2012	2011	2012	2011
Weighted-average shares:
	Basic (a)	48.5	47.8	48.3	47.7
	Effect of dilutive stock options and awards	0.1	0.3	0.2	0.3
	Diluted	48.6	48.1	48.5	48.0
Antidilutive stock options and awards excluded from denominator		2.6	1.5	2.6	2.2

• 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. Accordingly, included in basic shares are weighted-average units of 1.1million in the three months and 1.2 million in the six months endedJune 30, 2012, and 1.1 million in both the three months and six months ended June 30, 2011.

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Commitments and contingent matters

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 9 – Commitments and contingent matters

Operating leases

We have made residual value guarantees of approximately $22.5 million at June 30, 2012, related to operating leases, principally for trucks and other vehicles.

Bankruptcy of Brink's Belgium

Our former cash-in-transit subsidiary in Belgium (Brink's Belgium) filed for bankruptcy in November 2010 after a restructuring plan was rejected by local union employees and was placed into bankruptcy on February 2, 2011.  We continue to operate our Global Services unit in Belgium, which provides secure transport of diamonds, jewelry, precious metals, banknotes and other commodities. 

Legal Dispute.   In December 2010, the court-appointed provisional administrators of Brink's Belgium filed a claim for €20 million against a subsidiary of Brink's.  In June 2011, the Brink's subsidiary entered into a settlement agreement related to this claim.  Under the terms of the settlement agreement, the Brink's subsidiary agreed to contribute, upon the satisfaction of certain conditions, €7 million toward social payments to former Brink's Belgium employees in exchange for the bankruptcy receivers requesting withdrawal of the pending litigation and agreeing not to file additional claims. The conditions of the settlement agreement included a release from liability by affected employees, the Belgian tax authority and the Belgian social security authority.  After these conditions were satisfied, the settlement was finalized in September 2011, the request to withdraw the litigation was accepted by the court in March 2012 and the case was dismissed.  We recorded a pretax charge of €7 million (approximately $10 million) in the second quarter of 2011 related to this claim.

Other

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

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Property and Equipment (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Property and Equipment [Line Items]
Property, Plant and Equipment, Net	$ 748.7	$ 749.2

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Other Operating Income (Expense) (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2011 EUR (€)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)
Other Income and Expenses [Abstract]
Impairment losses			$ 0	$ 0
Settlement loss related to Belgium bankruptcy	$ (10)	€ (7)

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Share-based compensation plans (Tables)

6 Months Ended

Jun. 30, 2012

Share-based compensation plans [Abstract]

Fair value of options calculation assumptions [Table Text Block]

			Three Months
			Ended June 30,
Options Granted			2012
Number of shares underlying options, in thousands						207
Weighted-average exercise price per share			$			22.39
Assumptions used to estimate fair value
	Expected dividend yield (a):
		Weighted-average				1.8%
		Range				1.8%
	Expected volatility (b):
		Weighted-average				40%
		Range				40%
	Risk-free interest rate (c):
		Weighted-average				0.7%
		Range		0.5%	–	0.9%
	Expected term in years (d):
		Weighted-average				4.25
		Range		3.25	–	5.25
Weighted-average fair value estimates at grant date:
	In millions		$			1.3
	Fair value per share		$			6.29

Nonvested share activity [Table Text Block]

Nonvested Share Activity
	Number of Shares				Weighted-Average
	2005	Directors’			Grant-Date
(in thousands of shares, except per share amounts)	Plan	Plan	Total		Fair Value (a)
Balance as of December 31, 2011	299.6	15.8	315.4	$	25.99
Granted	98.1	-	98.1		22.98
Cancelled awards	(0.1)	-	(0.1)		26.40
Vested	(42.1)	-	(42.1)		25.50
Balance as of June 30, 2012	355.5	15.8	371.3	$	25.26

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Retirement Benefits - Retirement Cost (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
US Plans [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	$ 0	$ 0	$ 0	$ 0
Interest cost	11.0	11.6	22.0	23.1
Return on assets - expected	(14.9)	(16.2)	(30.0)	(32.5)
Amortization of losses	9.7	7.0	19.7	14.0
Amortization of prior service cost	0	0	0	0
Settlement loss	0	0	4.0	0
Net periodic pension cost	5.8	2.4	15.7	4.6
Non-US Plans [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	2.8	2.5	5.4	5.3
Interest cost	4.8	4.3	8.9	8.6
Return on assets - expected	(3.1)	(3.0)	(6.1)	(6.1)
Amortization of losses	1.0	0.7	2.1	1.5
Amortization of prior service cost	0.4	0.4	0.8	0.8
Settlement loss	0.3	1.0	1.1	1.0
Net periodic pension cost	6.2	5.9	12.2	11.1
UMWA plans [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	0	0	0	0
Interest cost	5.6	5.9	11.2	12.0
Return on assets - expected	(5.3)	(6.4)	(10.6)	(12.8)
Amortization of losses	5.1	3.8	10.5	7.5
Amortization of prior service cost	0	0	0	0
Net periodic pension cost	5.4	3.3	11.1	6.7
Black Lung And Other Plans Postretirement Medical [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	0.1	0	0.1	0
Interest cost	0.7	0.7	1.5	1.4
Return on assets - expected	0	0	0	0
Amortization of losses	0.4	0.1	0.6	0.2
Amortization of prior service cost	0.5	0.5	1.0	1.0
Net periodic pension cost	1.7	1.3	3.2	2.6
Pension plan [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	2.8	2.5	5.4	5.3
Interest cost	15.8	15.9	30.9	31.7
Return on assets - expected	(18.0)	(19.2)	(36.1)	(38.6)
Amortization of losses	10.7	7.7	21.8	15.5
Amortization of prior service cost	0.4	0.4	0.8	0.8
Settlement loss	0.3	1.0	5.1	1.0
Net periodic pension cost	12.0	8.3	27.9	15.7
Retirement benefits other than pension [Member]
Net periodic pension cost (credit) [Line Items]
Service cost	0.1	0	0.1	0
Interest cost	6.3	6.6	12.7	13.4
Return on assets - expected	(5.3)	(6.4)	(10.6)	(12.8)
Amortization of losses	5.5	3.9	11.1	7.7
Amortization of prior service cost	0.5	0.5	1.0	1.0
Net periodic pension cost	$ 7.1	$ 4.6	$ 14.3	$ 9.3

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Income from Discontinued Operations (Details) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2011 EUR (€)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)
Adjustments to contingencies of former operations [Line Items]
Income from discontinued operations, net of tax	$ 0	$ 2.6		$ 0	$ 3.7
Settlement Charge		$ 10	€ 7

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Long-term Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Long-term Debt Types [Abstract]
Proceeds from Issuance of Debt	$ 0	$ 100.0

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Consolidated Statement of Equity (USD $) In Millions, except Share data, unless otherwise specified	Total	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interests
Balance at Dec. 31, 2011	$ 482.4	$ 46.9	$ 559.5	$ 589.5	$ (787.9)	$ 74.4
Balance, Shares at Dec. 31, 2011		46,900,000
Net income	55.9			47.5		8.4
Other Comprehensive Income (Loss), Net of Tax	0.8				2.8	(2.0)
Newly issued shares of common stock for contribution		400,000
Aggregate value of shares of common stock contribution	9.0	0.4	8.6
Dividends:
Brink's common shareholders, value	(9.4)			(9.4)
Noncontrolling interests	(5.7)					(5.7)
Stock options and awards:
Compensation expense	5.1		5.1
Consideration received from exercise of stock options, shares		0
Consideration received from exercise of stock options, value	0.1	0	0.1
Excess tax benefits of stock compensation	0		0
Other share-based benefit programs, value	(3.2)	0.3	(3.2)	(0.3)
Other Share Based Programs Shares		300,000
Business acquisitions	0					0
Capital contributions	0.4					0.4
Acquisitions of Noncontrolling Interests	0					0
Balance at Jun. 30, 2012	$ 535.4	$ 47.6	$ 570.1	$ 627.3	$ (785.1)	$ 75.5
Balance, Shares at Jun. 30, 2012		47,600,000

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Retirement benefits

6 Months Ended

Jun. 30, 2012

Compensation and Retirement Disclosure [Abstract]

Retirement benefits

Note 3 – Retirement benefits

Pension plans

We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service.

The components of net periodic pension cost (credit) for our pension plans were as follows:

		U.S. plans		Non-U.S. plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	2.8	2.5	2.8	2.5
Interest cost on projected benefit obligation		11.0	11.6	4.8	4.3	15.8	15.9
Return on assets – expected		(14.9)	(16.2)	(3.1)	(3.0)	(18.0)	(19.2)
Amortization of losses		9.7	7.0	1.0	0.7	10.7	7.7
Amortization of prior service cost		-	-	0.4	0.4	0.4	0.4
Settlement loss		-	-	0.3	1.0	0.3	1.0
Net periodic pension cost	$	5.8	2.4	6.2	5.9	12.0	8.3
Six months ended June 30,
Service cost	$	-	-	5.4	5.3	5.4	5.3
Interest cost on projected benefit obligation		22.0	23.1	8.9	8.6	30.9	31.7
Return on assets – expected		(30.0)	(32.5)	(6.1)	(6.1)	(36.1)	(38.6)
Amortization of losses		19.7	14.0	2.1	1.5	21.8	15.5
Amortization of prior service cost		-	-	0.8	0.8	0.8	0.8
Settlement loss		4.0	-	1.1	1.0	5.1	1.0
Net periodic pension cost	$	15.7	4.6	12.2	11.1	27.9	15.7

We made a $9 million stock contribution to our primary U.S. pension plan in the first three months of 2012 and another $7 million cash contribution to the plan in July 2012. Based on the law in effect at June 30, 2012, we are required to contribute an additional $15.5 million to the primary U.S. pension plan during the remainder of 2012. New legislation titled Moving Ahead for Progress in the 21st Century was passed in July 2012 that has the effect of spreading the expected funding requirements for our primary U.S. pension plan over a longer period of time. We have not yet estimated the effect of the new law on our projected contributions to our primary U.S. pension plan, but the remaining 2012 funding requirement is expected to be lower.

We recognized a $4.0 million settlement loss in the first six months of 2012 related to the payment of U.S. pension benefits.

Retirement benefits other than pensions

We provide retirement healthcare benefits for eligible current and former U.S. and Canadian employees, including former employees of our former U.S. coal operation. Retirement benefits related to our former coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to black lung obligations.

The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:

		UMWA plans		Black lung and other plans		Total
(In millions)		2012	2011	2012	2011	2012	2011
Three months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		5.6	5.9	0.7	0.7	6.3	6.6
Return on assets – expected		(5.3)	(6.4)	-	-	(5.3)	(6.4)
Amortization of losses		5.1	3.8	0.4	0.1	5.5	3.9
Amortization of prior service cost		-	-	0.5	0.5	0.5	0.5
Net periodic pension cost	$	5.4	3.3	1.7	1.3	7.1	4.6
Six months ended June 30,
Service cost	$	-	-	0.1	-	0.1	-
Interest cost on accumulated postretirement benefit obligations		11.2	12.0	1.5	1.4	12.7	13.4
Return on assets – expected		(10.6)	(12.8)	-	-	(10.6)	(12.8)
Amortization of losses		10.5	7.5	0.6	0.2	11.1	7.7
Amortization of prior service cost		-	-	1.0	1.0	1.0	1.0
Net periodic pension cost	$	11.1	6.7	3.2	2.6	14.3	9.3

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Retirement Benefits - Obligations and Funded Status (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Changes in the benefit obligation [Roll Forward]
Net experience gains (losses) arising during the year	$ 1.3	$ 3.7	$ 7.3	$ 3.7
Reclassification adjustment for amortization of prior net experience loss included in net income	16.5	12.6	38.0	24.2
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit) Arising During Period, before Tax	12.2	0	12.2	0
Reclassification adjustment for amortization of prior service cost (credit) included in net income	0.9	0.9	1.8	1.8
US Plans [Member]
Changes in the benefit obligation [Roll Forward]
Service cost	0	0	0	0
Interest cost	11.0	11.6	22.0	23.1
Non-US Plans [Member]
Changes in the benefit obligation [Roll Forward]
Service cost	2.8	2.5	5.4	5.3
Interest cost	4.8	4.3	8.9	8.6
UMWA plans [Member]
Changes in the benefit obligation [Roll Forward]
Service cost	0	0	0	0
Interest cost	5.6	5.9	11.2	12.0
Pension plan [Member]
Changes in the benefit obligation [Roll Forward]
Service cost	2.8	2.5	5.4	5.3
Interest cost	15.8	15.9	30.9	31.7
Retirement benefits other than pension [Member]
Changes in the benefit obligation [Roll Forward]
Service cost	0.1	0	0.1	0
Interest cost	$ 6.3	$ 6.6	$ 12.7	$ 13.4

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Accrued Liabilities (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accrued Liabilities, Current [Abstract]
Accrued liabilities	$ 484.0	$ 488.5

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Fair Value Of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Fair value of financial instruments [Abstract]

Available For Sale Securities [Text Block]

				June 30,	December 31,
(In millions)				2012	2011
Mutual Funds
	Cost		$	7.0	16.9
	Gross unrealized gains			1.5	3.1
		Fair value	$	8.5	20.0

Fixed Rate Debt [Table Text Block]

			June 30,	December 31,
(In millions)			2012	2011
DTA bonds
	Carrying value	$	43.2	43.2
	Fair value		44.1	44.0
Unsecured notes issued in a private placement
	Carrying value		100.0	100.0
	Fair value		108.6	106.4