Document

The Key Employees’ Deferred Compensation Program of The Brink’s Company, as amended and restated (the “Program”), provides an opportunity to certain employees to defer receipt of (a) up to 90% of their cash incentive payments awarded under the Incentive Plan and any stock unit awards; (b) up to 50% of their base salary; (c) any or all amounts that are prevented from being deferred as a matched contribution under The Brink’s Company 401(k) Plan as a result of limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”); and (d) any and all other amounts that the Committee (as defined below), in its sole discretion, shall allow.

In order to align the interests of participants more closely to the long term interests of The Brink’s Company (the “Company”) and its shareholders, the Program also (a) provides matching contributions with respect to certain cash incentive awards and salary deferrals for certain participants designated by the Committee and (b) allocates under the Program an amount equivalent to matching contributions that are not eligible to be made under The Brink’s Company 401(k) Plan as a result of limitations imposed by Code Section 401(m)(2).

“Cause” (a) Embezzlement, theft or misappropriation by the Employee of any property of the Company, (b) the Employee’s willful breach of any fiduciary duty to the Company, (c) the Employee’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, (d) the Employee’s gross incompetence in the performance of the Employee’s job duties, (e) commission by the Employee of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (f) the failure of the Employee to perform duties consistent with a commercially reasonable standard of care or (g) any gross negligence or willful misconduct of the Employee resulting in a loss to the Company.

(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 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, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company; provided, however, that with respect to any Units credited to an Employee’s Pre-2015 Stock Incentive Account as of November 16, 2007 that are attributable to Matching Incentive Contributions, Matching Salary Contributions or dividends related thereto, a “Change in Control” shall be deemed to occur upon the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of any of the transactions set forth in clauses (i) or (ii) of this sub-paragraph (a);

“Disability” Unless otherwise required by Code Section 409A and the regulations or guidance thereunder, an Employee shall be deemed to be disabled if the Employee meets at least one of the following requirements: (a) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a disability benefit plan covering employees of the Company.

“Salary” The base salary, as in effect from time to time, paid to an Employee by the Company, a Subsidiary or a Foreign Subsidiary for personal services determined prior to giving effect to any salary reduction pursuant to an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (i) to which Code Section 125 or 402(e)(3) applies or (ii) which provides for the elective deferral of compensation (including, but not limited to, reductions for contributions to the Savings Plan (as defined in Section 5.01)).

“Termination of Employment” An Employee’s “Termination of Employment” under the Program shall occur when the Employee ceases to provide services to the Company or any of its affiliates in any capacity or when the Employee continues to provide services to the Company or any of its affiliates whether as an employee or independent contractor, but such continued services in the aggregate do not exceed 49% of the level of services the Employee provided to the Company and its affiliates prior to such decrease in the level of services provided by the Employee to the Company and its affiliates, all as determined in accordance with the Treasury Regulations under Code Section 409A; provided, however, no employee of any Subsidiary shall be considered to experience a Termination of Employment as a result of a spinoff of such Subsidiary from the Company, except as may be permitted under Code Section 409A.

“Unforeseeable Emergency” A severe financial hardship of an Employee resulting from (a) an illness or accident of the Employee, the Employee’s spouse, the Employee’s beneficiary or the Employee’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) loss of the Employee’s property due to casualty or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee, all as determined by the Committee based on the relevant facts and circumstances in a manner consistent with Treasury Regulation Section 1.409A-3(i)(3).

Section 2.02. Administration. The Committee is authorized to construe the provisions of the Program and to make all determinations in connection with the administration of the Program including, but not limited to, the Employees who are eligible to participate in the benefits provided under Articles 3, 4 or 5. All such determinations made by the Committee shall be final, conclusive and binding on all parties, including Employees participating in the Program. All authority of the Committee provided for in, or pursuant to, the Program may also be exercised by the Board. In the event of any conflict or inconsistency between determinations, orders, resolutions or other actions of the Committee and the Board taken in connection with the Program, the actions of the Board shall control. In addition, other than with respect to the Share counting provision addressed by Section 2.01 above, in the event of any conflict or inconsistency between the provisions of the Program and the provisions of the Equity Incentive Plan, the provisions of the Program shall control.

Section 2.03. Accounts. Effective July 10, 2014, the Company shall maintain a Pre-2015 Stock Incentive Account and, once established pursuant to Article 3, 4 or 5, a Post-2014 Stock Incentive Account for each Employee selected for participation in the Program and Stock Unit Deferral Accounts for Stock Unit Deferrals pursuant to Section 3.05 (together, the “Stock Incentive Accounts”). An Employee’s Pre-2015 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into or credited as Units, with respect to which a deferral election was made by the applicable Employee prior to January 1, 2014. An Employee’s Post-2014 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into and credited as Units with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014. Effective July 10, 2014, the Company shall maintain, once established pursuant to Article 3, 4 or 5, a Cash Incentive Account for each Employee selected for participation in the Program (the “Cash Incentive Account”). An Employee’s Cash Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder, with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014, other than amounts converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account.

“Cash Incentive Payment” A cash incentive payment awarded to an Employee for any Year under an Incentive Plan. Notwithstanding anything contained herein to the contrary, any compensation, bonuses or incentive payments approved by the Committee payable pursuant to any special recognition bonus payable to any highly compensated employees, shall be excluded for purposes of defining or determining the Cash Incentive Payment for which an Employee may make an elective deferral, and for which Matching Incentive Contributions (as defined below) are made, pursuant to the terms of the Program.

Section 3.03. Deferral of Cash Incentive Payments. Each Employee whom the Committee has selected to be eligible to defer a Cash Incentive Payment for any Year pursuant to this Article 3 may make an election to defer an amount, expressed as a percentage from 10% to 90%, of such Cash Incentive Payment which may be made to him or her for such Year. Such Employee’s election for such Year shall be made prior to the beginning of the Year with respect to which the Cash Incentive Payment is earned (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)) by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 4 and/or 5) shall be established for each Employee making such election, and

Section 3.04. Matching Incentive Contributions. Each Employee who has been designated by the Committee as eligible to receive Matching Incentive Contributions for any Year pursuant to Section 3.02, and who has deferred a percentage of his or her Cash Incentive Payment for such Year pursuant to Section 3.03, shall have a Matching Incentive Contribution allocated to his or her Post-2014 Stock Incentive Account for such Year. The amount of such Matching Incentive Contribution for any Year shall be equal to the portion of his or her Cash Incentive Payment that he or she has elected to defer for such Year but not in excess of 10% of his or her Cash Incentive Payment. The dollar amount of each Employee’s Matching Incentive Contributions deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 3.06 below. Stock Unit Deferrals are not eligible for Matching Incentive Contributions.

Section 3.05. Deferral of Stock Unit Awards. Each Employee whom the Committee has selected to be eligible to defer a Stock Unit Award pursuant to this Article 3 may make an election to defer such Stock Unit Award which may be made to him or her for such Year. Such Employee’s election for such Year shall be made prior to the beginning of the Year with respect to which the Stock Unit Award is granted (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)) by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. An Employee also may make an election to defer a previously granted Stock Unit Award by filing a deferral election form with the Company on or before the date that is at least 12-months prior to the Vesting Date for the applicable Stock Unit Award and subject to a minimum deferral period of five (5) years (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a) or Treasury Regulation Section 1.409A-2(b), as applicable). Such deferral election form shall include the Employee’s written election as to time (subject to the five (5) year minimum deferral requirement) and form of distribution of such deferred amounts in accordance with Article 8. A Stock Unit Deferral Account shall be established for each Employee making such an election and Units in respect of such deferred amounts shall be credited to such accounts as provided in Section 3.06 below.

Section 3.06. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Cash Incentive Payment for any Year shall be credited to such Employee’s Cash Incentive Account as of the last day of the month in which the non-deferred portion of the Cash Incentive Payment was made, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more investment options selected by the Company, in its sole discretion, for the purpose of crediting or debiting additional amounts to such deferred amount (each such investment option, an “Eligible Investment Option”); provided, however, if such Employee elects to invest his or her deferred Cash Incentive Payment for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Cash Incentive Payment, the portion of the Employee’s deferred Cash

Incentive Payment so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the Cash Incentive Payment was made. The amount of an Employee’s Matching Incentive Contributions for any Year shall be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the non-deferred portion of the applicable Cash Incentive Payment was made. The amount of an Employee’s Stock Unit Deferrals for any Year shall be converted to Units and credited to such Employee’s Stock Unit Deferral Account as of the Vesting Date for the applicable Stock Units.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any Year for Matching Incentive Contributions shall be determined by dividing the aggregate amount of the Cash Incentive Payment deferred to such Employee’s Post-2014 Stock Incentive Account for such Year under this Section 3.06 or the Matching Incentive Contributions for such Year, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the Cash Incentive Payment was made.

Section 3.08. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units, equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at 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 payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Incentive Payments otherwise payable in respect to services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Incentive Contributions) shall not be less than the aggregate amount of Cash Incentive Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 3.07) in respect of which such Units were initially so credited. The value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

Section 4.03. Deferral of Salary. Each Employee who is eligible to defer Salary for any Year pursuant to this Article 4 may elect to defer an amount, expressed as a percentage, from 5% to 50% of his or her Salary for such Year; provided, however, that in the case of an Employee who first becomes eligible to participate in this portion of the Program after January 1 of such Year, only Salary earned (from 5% to 50%) after he or she files a deferral election with the Company may be deferred. Such Employee’s election hereunder for any Year shall be made prior to the later of (a) the first day of such Year or (b) the expiration of the 30 day period following (and including) his or her initial date of becoming eligible to participate in the Plan, or as otherwise required under Treasury Regulation Section 1.409A-2(a), by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amount in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 5) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred amounts shall be credited to such accounts as provided in Section 4.05 below.

Section 4.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Salary for any Year shall be credited to such Employee’s Cash Incentive Account as of the last business day of the month in which such Salary was earned and payable, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Salary for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Salary, the portion of the Employee’s deferred Salary so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which Salary was earned and payable. The amount of an Employee’s Matching Salary Contributions for any Year shall be converted to Units and shall be credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the applicable Salary would have been payable.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Salary deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 4.05 or the Matching Salary Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the applicable Salary would have been payable.

Section 4.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing

Section 4.08. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, the aggregate value of the Brink’s Stock distributed to an Employee (or his or her beneficiaries) attributable to the deferral of Salary otherwise payable for services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Salary Contributions) shall not be less than the aggregate amount of Salary and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 4.07) in respect of which Units were initially so credited. The value of the Brink’s Stock so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

“Compensation” The regular wages received during any pay period by an Employee while a participant in the Savings Plan for services rendered to the Company or any Subsidiary that participates in the Savings Plan, including any commissions or bonuses, but excluding any overtime or premium pay, living or other expense allowances, or contributions by the Company or such Subsidiaries to any plan of deferred compensation, and determined without regard to the application of any salary reduction election under the Savings Plan. Bonuses paid pursuant to the Incentive Plan shall be considered received in the Year in which they are payable whether or not such bonus is deferred pursuant to Article 3 hereof.

Section 5.03. Deferral of Compensation. Each eligible Employee who is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any Year as a result of limitations imposed by Code Sections 401(a)(17), 401(k)(3), 402(g) and/or 415 may elect to defer the excess of (a) the maximum percentage of his or her Compensation for such Year (without regard to any limitation on such amount imposed by Code Section 401(a)(17)) with respect to which he or she could have received a matching contribution under the Savings Plan (based on the rate at which matching contributions are credited under the Savings Plan as of January 1 of such Year) over (b) the amount actually deferred as a matched contribution under the Savings Plan for such Year. In order to be permitted to defer any portion of his or her Compensation pursuant to this Section 5.03, the Employee must elect to defer the maximum amount permitted as a matched contribution for the Year under the Savings Plan. Such Employee’s election hereunder for any Year shall be made prior to the first day of such Year or, if later, within 30 days after his or her initial date of becoming eligible to participate in the Plan (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)), but only with respect to Compensation for services performed after the date of such election, by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 4) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred payment shall be credited to such accounts as provided in Section 5.05 below; provided, however, that in the event an Employee is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any year as a result of the limitation imposed by Code Section 401(k)(3), such excess contribution to the Savings Plan shall be distributed to the Employee, his or her Compensation paid after the date of the distribution shall be reduced by that amount and such amount shall be allocated to his or her accounts as soon as practicable following the first business day following the January 1 next following the Year for which the excess contribution was made under the Savings Plan and credited as provided in Section 5.05 below.

Section 5.04. Matching Supplemental Savings Plan Contributions. Each Employee who has been designated by the Committee as eligible to receive Matching Supplemental Savings Plan Contributions for a Year pursuant to Section 5.02 and who has deferred a portion of his or her Compensation for such Year pursuant to Section 5.03 shall have a Matching Supplemental Savings Plan Contribution allocated to his or her Post-2014 Stock Incentive Account equal to the amount elected to be deferred pursuant to Section 5.03 above for each month. The dollar amount of each Employee’s Matching Supplemental Savings Plan Contribution deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 5.05 below.

If an Employee is participating in this portion of the Program pursuant to Sections 5.02 and 5.03 and his or her matching contribution under the Savings Plan for any Year will be reduced as a result of the nondiscrimination test contained in Code Section 401(m)(2), (a) to the extent such matching contribution under the Savings Plan is forfeitable, it shall be forfeited and that amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution or (b) to the extent such matching contribution is not forfeitable, it shall be distributed to the Employee, his or her Compensation paid after the date of the distribution shall be reduced by that amount and such amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution. The dollar amount of such Matching Contribution shall be allocated to the Employee’s Post-2014 Stock Incentive Account as soon as practicable following the January 1 next following the Year for which the matching contribution was made under the Savings Plan. Units in respect of such contribution shall be credited to the Employee’s Post-2014 Stock Incentive Account as provided in Section 5.05 below.

Section 5.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Compensation for any Year shall be credited to such Employee’s Cash Incentive Account as of the last business day of the month in which such Compensation was earned, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Compensation for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Compensation, the portion of the Employee’s deferred Compensation so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the Compensation was earned. The amount of an Employee’s Matching Supplemental Savings Plan Contribution (representing amounts that cannot be contributed to the Savings Plan in respect of employee contributions due to applicable limits on such employee contributions) for any Year shall be converted to Units and shall be credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the matching contribution was made under the Savings Plan.

The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Compensation deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 5.05 or the Matching Supplemental Savings Plan Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the matching contribution was made under the Savings Plan.

Section 5.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming that the amount of such dividend or value of such distribution had been used to acquire additional Units of the class giving rise to the dividend or other distribution. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at 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 payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Section 6.04. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of such date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased: (1) at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited on or after January 1, 2015; and (2) at 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 payment date for the dividend or other distribution for Units credited prior to January 1, 2015. The value of any distribution in property will be determined by the Committee.

Section 6.05. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, that the aggregate value of the Brink’s Stock distributed to an Employee (and his or her beneficiaries) attributable to deferrals of Cash Performance Payments otherwise payable with respect to Performance Measurement Periods ending prior to January 1, 2007 (including dividends relating to such Units) shall not be less than the aggregate amount of Cash Performance Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 6.04) in respect of which such Units were initially so credited. The value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

Section 7.03. Unconverted Amounts Upon Termination of Employment. Upon any Employee’s Termination of Employment, any cash amounts that are required to be converted into Units pursuant to any provision of the Program but have not been so converted as of the date of such Termination of Employment shall, notwithstanding anything herein to the contrary, be converted into Units and credited to such Employee’s Post-2014 Stock Incentive Account immediately prior to any distributions pursuant to Article 8 based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of termination.

Section 8.01. In Service Distributions. (a) In connection with each deferral election made by an Employee under the Program, the Employee may (but shall not be required to) elect to receive distributions in cash and/or Brink’s Stock in respect of all or a portion of the amounts and/or Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock Incentive Account, as applicable, prior to such Employee’s Termination of Employment. Such Employee may elect to receive (i) such cash amounts in a single-lump sum distribution on or in equal annual installments (at least two and not more than five) beginning on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)); provided, however, that if the aggregate value of the applicable portion of amounts credited to such Employee’s Cash Incentive Account at the time any such installment is due, is less than or equal to the lesser of $25,000 and the limitation calculated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(v)(B), then such amounts shall be distributed to such Employee in a single-lump sum distribution in a manner that shall comply with Treasury Regulation Section 1.409A-3(j)(4)(v) and (ii) such Units in a single-lump sum distribution on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)). The distribution election(s) described in this Section 8.01 shall be made no later than the corresponding deferral election. After

making such a distribution election, an Employee may subsequently change, at least 12 months prior to the first scheduled distribution under such Employee’s current election (such, date the “Initial Distribution”), his or her distribution election under this Section 8.01, but such Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of the Initial Distribution and any such subsequent election shall not become effective prior to the 12-month anniversary of the date such subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b). For the avoidance of doubt, any such subsequent election shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead be applicable with respect to any such payment; provided, however, that, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment. If an Employee experiences a Disability or dies prior to receiving all such distributions elected pursuant to this Section 8.01, such amounts and/or Units that have not been distributed shall be treated in accordance with Section 8.02 below.

(a) The amount of cash to be included in each installment pursuant to this Section 8.01, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).

(c) Notwithstanding the foregoing, in the event that Section 8.02, 8.03 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the date of the first scheduled distribution of any deferred amounts and/or Units under this Section 8.01, such provision shall apply instead of this Section 8.01; provided, however, that this Section 8.01 shall continue to apply to any deferred amounts and/or Units after the commencement of distributions hereunder without regard to the potential subsequent application of Section 8.03 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.01.

Section 8.03. Certain Distributions on Termination of Employment. (a) In connection with each deferral under the Program made after July 10, 2014, each Employee shall elect to receive (i) distributions in cash in respect of all amounts covered by such deferral election standing to the credit of such Employee’s Cash Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in equal annual installments (at least two and not more than five) commencing on the first day that is more than six months after the date of the Employee’s Termination of Employment, and with each subsequent installment being paid on each anniversary of such date that is more than six months after the date of the Employee’s Termination of Employment and (ii) distributions in Brink’s Stock in respect of all Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Post-2014 Stock Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment. The distribution election described in this Section 8.03 shall be made no later than the corresponding deferral election. An Employee may subsequently change, at least 12 months prior to his or her Termination of Employment, such distribution election, but such an Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of when distributions would have commenced under such Employee’s current election and any such subsequent election shall not become effective prior to the 12-month anniversary of the date the subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b). For the avoidance of doubt, any such subsequent election made during the 12-month period prior to an Employee's Termination of Employment shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such

subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead remain applicable with respect to any such payment; provided, however, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment. In the event that an Employee fails to clearly and unambiguously elect a form of distribution under this Section 8.03(a) with respect to all or a portion of any amounts standing to the credit of (or to be credited to) such Employee’s Incentive Accounts, such Employee will be deemed to have elected to receive a single-lump sum distribution as provided for pursuant to this Section 8.03(a) with respect thereto.

(b) In connection with each deferral election made prior to January 1, 2014 under the Program, for any Termination of Employment, each Employee shall receive distributions in Brink’s Stock in respect of all Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions (other than Post-2014 Matching Supplemental Savings Plan Contributions) and dividends related thereto) standing to the credit of such Employee’s Pre-2015 Stock Incentive Account in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in accordance with any applicable distribution election made by such Employee covered by such applicable deferral election prior to January 1, 2014.

(c) The amount of cash to be included in each installment pursuant to this Section 8.03, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining applicable Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).

(e) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the applicable Employee’s Termination of Employment, the provisions of Section 8.01, 8.02 or 8.05, as applicable, shall apply instead of this Section 8.03; provided, however, that this Section 8.03 shall continue to apply to any deferred amounts and/or Units after the occurrence of such Employee’s Termination of Employment without regard to the potential subsequent application of Section 8.01 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.03.

Section 8.04. Distributions Attributable to Matching Incentive Contributions and Matching Salary Contributions on Termination of Employment. In the event of an Employee’s (a) death, (b) Retirement, (c) Disability or (d) Termination of Employment for any reason within three years following a Change in Control (other than a Termination of Employment by the Company for Cause), the Employee shall receive a distribution of Brink’s Stock in respect of each Unit standing to the credit of such Employee’s Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto in the same manner as provided in Section 8.02 or 8.03, as applicable, for the distribution of the applicable deferred amount that gave rise to the Matching Incentive Contribution, Matching Salary Contribution, Post-2014 Matching Supplemental Savings Plan Contribution or dividend related thereto that was converted into such Unit.

An Employee shall receive credit for one “month of participation” for each calendar month subsequent to the effective date of the Employee’s initial participation in the Program (without regard to whether such Employee participates in subsequent calendar years) through the date of such Employee’s Termination of Employment; provided, however, if subsequent to an Employee’s Termination of Employment for any reason, such former Employee again becomes eligible to participate in the Program, any prior credits for “months of participation” shall be disregarded. Notwithstanding anything herein to the contrary, Brink’s Stock in respect of each vested Unit standing to the credit of such Employee attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto shall be distributed as provided in Section 8.02 or 8.03, as applicable, and any remaining unvested Units shall be forfeited; provided further, that any such distribution pursuant to Section 8.03 shall be pursuant to an election made by such Employee as provided for under Section 8.03 in respect of Units deferred under the Program. For the avoidance of doubt, an Employee shall always be vested in any Matching Supplemental

Section 8.05. Distribution Following a Change in Control. (a) In the event of a 409A Change in Control, each Employee shall receive a single-lump sum distribution in cash and/or Brink’s Stock (or stock of the successor to the Company, if any) in respect of all amounts and/or Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions, Stock Unit Deferrals and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock Incentive Account, as applicable, on the earlier of (i) the date that is 15 months from the 409A Change in Control and (ii) the date (the “Specified Distribution Date”) specified in any applicable deferral election of the Employee, but only to the extent that such Specified Distribution Date is within 12 months from the 409A Change in Control; provided, however, such Employee may, with respect to each deferral election under the Program made on or after July 10, 2014, elect prior to the earlier of (A) the date that is three months after the occurrence of the 409A Change in Control and (B) the date that is at least 12 months prior to the Specified Distribution Date designated by the Employee in any applicable deferral election, to receive the amounts and/or Units subject to such deferral election in a single-lump sum distribution or, in the case of amounts subject to such deferral elections only, in equal annual installments (at least two and not more than five) commencing no earlier than the fifth anniversary of the date such amounts and/or Units would have been distributed absent such election, and each such distribution election shall otherwise comply with Treasury Regulation Section 1.409A-2(b).

(a) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.03 becomes applicable (whether or not distribution has commenced) prior to a 409A Change in Control, the provisions of Section 8.01, 8.02 or 8.03, as applicable, shall apply instead of this Section 8.05; provided, however, that this Section 8.05 shall continue to apply to any deferred amounts and/or Units after the occurrence of a 409A Change in Control without regard to the potential subsequent application of Section 8.01 or 8.03. Section 8.02 shall apply in all events notwithstanding this Section 8.05.

Section 8.06. Unforeseeable Emergencies. An Employee who experiences an Unforeseeable Emergency may petition the Company to receive a partial or full payout from his or her Cash Incentive Account and/or Stock Incentive Accounts to the extent permitted by Treasury Regulation Section 1.409A-3(i)(3). Such payout, if any, shall not exceed the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, local or foreign income taxes or penalties reasonably anticipated as a result of such distribution, but after taking into account any additional compensation available by canceling deferral elections as permitted under the Program or any other non-qualified deferred compensation plan in which the Employee participates. An Employee shall not be eligible to receive a payout according to this Section 8.06 to the extent that such a payout would not be permitted by Treasury Regulation Section 1.409A-3(i)(3) or the Unforeseeable Emergency is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by

Section 8.07. Changes to and Cancelations of Deferral Elections. Any election to defer under the Program shall be irrevocable, in the case of (a) amounts under the Program for any Year, (i) on and after the first day of such Year or (ii) in the case of an election made by a newly hired Employee for his or her initial Year of employment, after the date such an election is made and (b) Cash Performance Payments under the Program for any Performance Measurement Period, after the last date for making such an election, as specified in the second or third sentence of Section 6.03, above, as applicable (it being understood that an Employee may only change any such election prior to its becoming irrevocable in accordance with procedures established by the Company). After such election has become irrevocable, an Employee may only subsequently change such election consistent with this Article 8 and Code Section 409A but may, in compliance with Treasury Regulation Section 1.409A-3(j)(4)(viii), cancel any such election.

An Employee may designate in a written election filed with the Company a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive all distributions and payments under the Program after the Employee’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 Employee without the consent of any beneficiary. If the Employee designates more than one beneficiary, any distributions and payments to such beneficiaries shall be made in equal percentages unless the Employee has designated otherwise, in which case the distributions and payments shall be made in the percentages designated by the Employee. If no beneficiary has been named by the Employee or no beneficiary survives the Employee, the remaining amounts and/or Shares (including fractional Shares) in the Employee’s Cash Incentive Account and/or

Section 10.01. Nontransferability of Benefits. Except as provided in Article 9, amounts and/or Units credited to a Cash Incentive Account and/or Stock Incentive Account shall not be transferable by an Employee or former Employee (or his or her beneficiaries) other than by will or the laws of descent and distribution or pursuant to a domestic relations order. No Employee, no person claiming through such Employee, nor any other person shall have any right or interest under the Program, or in its continuance, in the payment of any amount or distribution of any amounts and/or Shares under the Program, unless and until all the provisions of the Program, any determination made by the Committee thereunder, and any restrictions and limitations on the payment itself have been fully complied with. Except as provided in this Section 10.01, no rights under the Program, 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.

Employee for participation in the Program shall not give such Employee any right to be retained in the employ of the Company or any of its Subsidiaries for any period. The right of the Company and of each such Subsidiary to terminate the employment of any Employee for any reason or at any time is specifically reserved. In addition, designation of an Employee as a participant for one Year does not create any right to participation or expectation that the Committee will designate the Employee as a participant in any subsequent Year.

Section 10.05. Withholding. All distributions pursuant to the Program shall be subject to withholding in respect of income and other taxes required by law to be withheld. The Company shall establish appropriate procedures to ensure payment or withholding of such taxes. Such procedures may include arrangements for payment or withholding of taxes by retaining Shares otherwise issuable in accordance with the provisions of the Program or by accepting already owned Shares, and by applying the fair market value of such Shares to the withholding taxes payable. The value of the Brink’s Stock distributed to an Employee pursuant to the Program shall, for purposes of income taxes and all other applicable taxes, be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.

Section 10.06. Amendment and Termination. The Committee may from time to time amend any of the provisions of the Program, or may at any time terminate the Program. No amendment or termination shall adversely affect any Units (or distributions in respect thereof) which shall theretofore have been credited to any Employee’s Cash Incentive Account and/or Stock Incentive Accounts. On the termination of the Program, distributions from an Employee’s Cash Incentive Account and/or Stock Incentive Accounts shall be made in compliance with Code Section 409A and Treasury Regulations issued thereunder.



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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BCO	New York Stock Exchange



(In millions, except for per share amounts)	September 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	337.0		343.4
Restricted cash	89.2			136.1
Accounts receivable, net	653.1			599.5
Prepaid expenses and other	166.8			127.5
Total current assets	1,246.1			1,206.5

Right-of-use assets, net	269.3			—
Property and equipment, net	718.1			699.4
Goodwill	776.0			678.6
Other intangibles	273.2			228.9
Deferred income taxes	236.3			236.5
Other	183.6			186.1

Total assets	$	3,702.6		3,236.0

LIABILITIES AND EQUITY

Current liabilities:
Short-term borrowings	$	15.4		28.9
Current maturities of long-term debt	73.7			53.5
Accounts payable	169.0			174.6
Accrued liabilities	592.0			502.1
Restricted cash held for customers	38.5			90.3
Total current liabilities	888.6			849.4

Long-term debt	1,660.8			1,471.6
Accrued pension costs	184.5			196.9
Retirement benefits other than pensions	365.5			366.1
Lease liabilities	217.9			—
Deferred income taxes	15.2			16.7
Other	184.9			168.7
Total liabilities	3,517.4			3,069.4

Commitments and contingent liabilities (notes 4, 8 and 14)

Equity:
The Brink's Company ("Brink's") shareholders:
Common stock, par value $1 per share:
Shares authorized: 100.0
Shares issued and outstanding: 2019 - 50.0; 2018 - 49.7	50.0			49.7
Capital in excess of par value	656.6			628.2
Retained earnings	467.5			429.1
Accumulated other comprehensive loss	(1,004.9		)	(953.3	)
Brink’s shareholders	169.2			153.7

Noncontrolling interests	16.0			12.9

Total equity	185.2			166.6

Total liabilities and equity	$	3,702.6		3,236.0



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions, except for per share amounts)	2019			2018		2019			2018

Revenues	$	928.4		852.4		$	2,747.4		2,581.2

Costs and expenses:
Cost of revenues	714.4			652.6		2,125.6			2,013.0
Selling, general and administrative expenses	155.0			125.4		451.3			368.4
Total costs and expenses	869.4			778.0		2,576.9			2,381.4
Other operating income (expense)	(6.5		)	(7.4	)	(7.0		)	(6.3	)

Operating profit	52.5			67.0		163.5			193.5

Interest expense	(22.9		)	(17.0	)	(68.6		)	(47.8	)
Loss on deconsolidation of Venezuela operations	—			—		—			(126.7	)
Interest and other nonoperating income (expense)	(7.8		)	(8.1	)	(22.1		)	(29.3	)
Income (loss) from continuing operations before tax	21.8			41.9		72.8			(10.3	)
Provision for income taxes	14.7			23.0		37.1			53.0

Income (loss) from continuing operations	7.1			18.9		35.7			(63.3	)

Loss from discontinued operations, net of tax	(0.4		)	(0.1	)	(0.5		)	—

Net income (loss)	6.7			18.8		35.2			(63.3	)
Less net income attributable to noncontrolling interests	1.3			1.4		3.6			4.9

Net income (loss) attributable to Brink’s	5.4			17.4		31.6			(68.2	)

Amounts attributable to Brink’s
Continuing operations	5.8			17.5		32.1			(68.2	)
Discontinued operations	(0.4		)	(0.1	)	(0.5		)	—

Net income (loss) attributable to Brink’s	$	5.4		17.4		$	31.6		(68.2	)

Income (loss) per share attributable to Brink’s common shareholders^(a):
Basic:
Continuing operations	$	0.11		0.34		$	0.64		(1.34	)
Discontinued operations	(0.01		)	—		(0.01		)	—
Net income (loss)	$	0.11		0.34		$	0.63		(1.34	)

Diluted:
Continuing operations	$	0.11		0.34		$	0.63		(1.34	)
Discontinued operations	(0.01		)	—		(0.01		)	—
Net income (loss)	$	0.10		0.34		$	0.62		(1.34	)

Weighted-average shares
Basic	50.3			51.1		50.2			51.0
Diluted	51.1			52.0		51.0			51.0

Cash dividends paid per common share	$	0.15		0.15		$	0.45		0.45



	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2019			2018		2019			2018

Net income (loss)	$	6.7		18.8		$	35.2		(63.3	)

Benefit plan adjustments:
Benefit plan actuarial gains	9.2			13.5		29.5			51.2
Benefit plan prior service costs	(1.2		)	(0.9	)	(3.7		)	(0.6	)
Deferred profit sharing	0.1			0.1		0.2			0.1
Total benefit plan adjustments	8.1			12.7		26.0			50.7

Foreign currency translation adjustments	(34.9		)	(0.6	)	(25.2		)	(31.4	)
Gains (losses) on cash flow hedges	(3.9		)	—		(22.4		)	0.6
Other comprehensive income (loss) before tax	(30.7		)	12.1		(21.6		)	19.9
Provision for income taxes	0.7			3.1		0.5			10.1

Other comprehensive income (loss)	(31.4		)	9.0		(22.1		)	9.8

Comprehensive income (loss)	(24.7		)	27.8		13.1			(53.5	)
Less comprehensive income attributable to noncontrolling interests	1.6			1.4		4.3			5.0

Comprehensive income (loss) attributable to Brink's	$	(26.3	)	26.4		$	8.8		(58.5	)



	THE BRINK’S COMPANY
	(Exact name of registrant as specified in its charter)



	Nine Months ended September 30, 2019
(In millions)	Shares	Common Stock		Capital in Excess of Par Value		Retained Earnings		AOCI*		Noncontrolling Interests		Total
Balance as of December 31, 2018	49.7	$	49.7	628.2		429.1		(953.3	)	12.9		166.6
Cumulative effect of change in accounting principle^(a)	—	—		—		28.8		(28.8	)	—		—
Net income	—	—		—		13.7		—		0.8		14.5
Other comprehensive income	—	—		—		—		1.9		0.3		2.2
Shares repurchased	—	—		(0.5	)	0.5		—		—		—
Dividends to:
Brink’s common shareholders ($0.15 per share)	—	—		—		(7.4	)	—		—		(7.4	)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		9.4		—		—		—		9.4
Other share-based benefit transactions	0.2	0.2		(6.2	)	—		—		—		(6.0	)
Balance as of March 31, 2019	49.9	$	49.9	630.9		464.7		(980.2	)	14.0		179.3
Net income	—	—		—		12.5		—		1.5		14.0
Other comprehensive income	—	—		—		—		7.0		0.1		7.1
Dividends to:
Brink’s common shareholders ($0.15 per share)	—	—		—		(7.5	)	—		—		(7.5	)
Noncontrolling interests	—	—		—		—		—		(0.2	)	(0.2	)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		16.7		—		—		—		16.7
Other share-based benefit transactions	0.1	0.1		0.1		—		—		—		0.2
Capital contributions from noncontrolling interest	—	—		—		—		—		0.1		0.1
Balance as of June 30, 2019	50.0	$	50.0	647.7		469.7		(973.2	)	15.5		209.7
Net income	—	—		—		5.4		—		1.3		6.7
Other comprehensive income	—	—		—		—		(31.7	)	0.3		(31.4	)
Dividends to:
Brink’s common shareholders ($0.15 per share)	—	—		—		(7.5	)	—		—		(7.5	)
Noncontrolling interests	—	—		—		—		—		(1.2	)	(1.2	)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		9.8		—		—		—		9.8
Other share-based benefit transactions	—	—		(0.9	)	(0.1	)	—		—		(1.0	)
Capital contributions from noncontrolling interest	—	—		—		—		—		0.1		0.1
Balance as of September 30, 2019	50.0	$	50.0	656.6		467.5		(1,004.9	)	16.0		185.2


(a)	Effective January 1, 2019, we adopted the provisions of ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. We recognized a cumulative effect adjustment to January 1, 2019 retained earnings as a result of adopting this standard. See Note 1 for further details.



	Nine Months ended September 30, 2018
(In millions)	Shares		Common Stock			Capital in Excess of Par Value		Retained Earnings		AOCI*		Noncontrolling Interests		Total
Balance as of December 31, 2017	50.5		$	50.5		628.6		564.9		(926.6	)	20.8		338.2
Cumulative effect of change in accounting principle^(a)	—		—			—		3.3		(1.1	)	—		2.2
Net income	—		—			—		22.3		—		3.2		25.5
Other comprehensive income	—		—			—		—		11.1		1.1		12.2
Dividends to:
Brink’s common shareholders ($0.15 per share)	—		—			—		(7.6	)	—		—		(7.6	)
Noncontrolling interests	—		—			—		—		—		(0.7	)	(0.7	)
Share-based compensation:
Stock awards and options:
Compensation expense	—		—			6.8		—		—		—		6.8
Other share-based benefit transactions	0.4		0.4			(10.5	)	—		—		—		(10.1	)
Balance as of March 31, 2018	50.9		$	50.9		624.9		582.9		(916.6	)	24.4		366.5
Net income (loss)	—		—			—		(107.9	)	—		0.3		(107.6	)
Other comprehensive loss	—		—			—		—		(10.4	)	(1.0	)	(11.4	)
Dividends to:
Brink’s common shareholders ($0.15 per share)	—		—			—		(7.6	)	—		—		(7.6	)
Noncontrolling interests	—		—			—		—		—		(1.2	)	(1.2	)
Share-based compensation:
Stock awards and options:
Compensation expense	—		—			5.7		—		—		—		5.7
Consideration from exercise of stock options	—		—			0.8		—		—		—		0.8
Other share-based benefit transactions	0.1		0.1			0.2		—		—		—		0.3
Dispositions of noncontrolling interests	—		—			—		—		—		(0.4	)	(0.4	)
Balance as of June 30, 2018	51.0		$	51.0		631.6		467.4		(927.0	)	22.1		245.1
Net income	—		—			—		17.4		—		1.4		18.8
Other comprehensive income	—		—			—		—		9.0		—		9.0
Shares repurchased	(0.4	)	(0.4		)	(4.3	)	(20.4	)	—		—		(25.1	)
Dividends to:
Brink’s common shareholders ($0.15 per share)	—		—			—		(7.7	)	—		—		(7.7	)
Noncontrolling interests	—		—			—		—		—		(1.9	)	(1.9	)
Share-based compensation:
Stock awards and options:
Compensation expense	—		—			6.3		—		—		—		6.3
Other share-based benefit transactions	—		—			0.3		—		—		—		0.3
Balance as of September 30, 2018	50.6		$	50.6		633.9		456.7		(918.0	)	21.6		244.8



(In millions)	Core Services		High-Value Services		Other Security Services	Total
Three months ended September 30, 2019

Reportable Segments:
North America	$	275.7	171.0		—	446.7
South America	125.6		101.1		2.3	229.0
Rest of World	87.6		126.8		34.5	248.9
Total reportable segments	488.9		398.9		36.8	924.6

Not Allocated to Segments:
Acquisitions and dispositions	—		(0.2	)	—	(0.2	)
Internal loss^(a)	—		4.0		—	4.0
Total	$	488.9	402.7		36.8	928.4

Three months ended September 30, 2018

Reportable Segments:
North America	$	236.9	146.5		—	383.4
South America	104.3		107.9		3.3	215.5
Rest of World	88.9		128.6		36.0	253.5
Total reportable segments	430.1		383.0		39.3	852.4

Not Allocated to Segments:
Venezuela	—		—		—	—
Total	$	430.1	383.0		39.3	852.4

Nine months ended September 30, 2019

Reportable Segments:
North America	$	832.7	491.0		—	1,323.7
South America	363.6		313.2		7.7	684.5
Rest of World	263.7		370.5		101.5	735.7
Total reportable segments	1,460.0		1,174.7		109.2	2,743.9

Not Allocated to Segments:
Acquisitions and dispositions	—		(0.5	)	—	(0.5	)
Internal loss^(a)	—		4.0		—	4.0
Total	$	1,460.0	1,178.2		109.2	2,747.4

Nine months ended September 30, 2018

Reportable Segments:
North America	$	616.7	410.8		—	1,027.5
South America	343.6		350.6		9.4	703.6
Rest of World	270.8		387.9		140.0	798.7
Total reportable segments	1,231.1		1,149.3		149.4	2,529.8

Not Allocated to Segments:
Venezuela	18.4		33.0		—	51.4
Total	$	1,249.5	1,182.3		149.4	2,581.2



(In millions)	Receivables		Contract Asset	Contract Liability

Opening (January 1, 2019)	$	599.5	1.8	2.5
Closing (September 30, 2019)	653.1		2.3	8.9
Increase (decrease)	$	53.6	0.5	6.4


•	Corporate expenses - former non-segment and regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S. GAAP, and costs related to global initiatives are excluded from segment results.



	Revenues				Operating Profit
	Three Months Ended September 30,				Three Months Ended September 30,
(In millions)	2019			2018	2019			2018
Reportable Segments:
North America	$	446.7		383.4	$	38.7		33.6
South America	229.0			215.5	59.4			46.3
Rest of World	248.9			253.5	32.2			30.8
Total reportable segments	924.6			852.4	130.3			110.7

Reconciling Items:
Corporate expenses:
General, administrative and other expenses	—			—	(26.2		)	(20.6	)
Foreign currency transaction gains (losses)	—			—	(0.4		)	0.4
Reconciliation of segment policies to GAAP	—			—	(1.3		)	4.8
Other items not allocated to segments:
Reorganization and Restructuring	—			—	(6.4		)	(7.3	)
Acquisitions and dispositions	(0.2		)	—	(24.0		)	(10.7	)
Argentina highly inflationary impact	—			—	(7.9		)	(8.3	)
Internal loss^(a)	4.0			—	(11.3		)	—
Reporting compliance^(b)	—			—	(0.3		)	(2.0	)
Total	$	928.4		852.4	$	52.5		67.0


(a)	See details regarding the impact of the Internal loss at Note 1.


(b)	Costs (primarily third party expenses) related to accounting standard implementation and material weakness mitigation. Additional information provided at page 45.



	UMWA Plans					Black Lung and Other Plans			Total
(In millions)	2019			2018		2019		2018	2019		2018

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations	$	4.1		4.2		0.9		0.7	5.0		4.9
Return on assets – expected	(3.4		)	(4.1	)	—		—	(3.4	)	(4.1	)
Amortization of losses	3.9			4.9		1.2		1.6	5.1		6.5
Amortization of prior service (credit) cost	(1.2		)	(1.2	)	(0.1	)	0.2	(1.3	)	(1.0	)
Net periodic postretirement cost	$	3.4		3.8		2.0		2.5	5.4		6.3

Nine months ended September 30,

Service cost	$	—		—		0.1		0.1	0.1		0.1
Interest cost on accumulated postretirement benefit obligations	13.2			12.9		2.7		2.3	15.9		15.2
Return on assets – expected	(10.0		)	(12.5	)	—		—	(10.0	)	(12.5	)
Amortization of losses	12.8			15.4		3.5		4.3	16.3		19.7
Amortization of prior service (credit) cost	(3.5		)	(3.5	)	(0.3	)	0.8	(3.8	)	(2.7	)
Net periodic postretirement cost	$	12.5		12.3		6.0		7.5	18.5		19.8


(b)	Intangible assets are composed of customer relationships ($46 million fair value and 11 year amortization period), trade name ($1 million fair value and 1 year amortization period), and non-compete agreement ($1 million fair value and 5 year amortization period).


(a)	Intangible assets are composed of developed technology, customer relationships and trade names. Final allocation will be determined after all valuations have been completed.


(a)	Includes the actual results of BI, COMEF and TVS.



	U.S. Plans					Non-U.S. Plans				Total
(In millions)	2019			2018		2019		2018		2019		2018

Three months ended September 30,

Service cost	$	—		—		2.5		2.6		2.5		2.6
Interest cost on projected benefit obligation	8.5			8.0		2.6		2.5		11.1		10.5
Return on assets – expected	(12.6		)	(13.4	)	(2.5	)	(2.7	)	(15.1	)	(16.1	)
Amortization of losses	4.9			6.8		1.1		1.0		6.0		7.8
Amortization of prior service credit	—			—		(0.1	)	—		(0.1	)	—
Settlement loss	—			—		0.6		0.4		0.6		0.4
Net periodic pension cost	$	0.8		1.4		4.2		3.8		5.0		5.2

Nine months ended September 30,

Service cost	$	—		—		7.4		8.2		7.4		8.2
Interest cost on projected benefit obligation	25.6			24.0		7.8		9.8		33.4		33.8
Return on assets – expected	(38.0		)	(40.2	)	(7.7	)	(8.4	)	(45.7	)	(48.6	)
Amortization of losses	14.7			20.8		3.1		3.3		17.8		24.1
Amortization of prior service cost	—			—		—		0.2		—		0.2
Settlement loss	—			—		1.5		1.4		1.5		1.4
Net periodic pension cost	$	2.3		4.6		12.1		14.5		14.4		19.1



(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid through September 30, 2019	$	135.7
Indemnification asset	(1.9		)
Fair value of purchase consideration	$	133.8

Fair value of net assets acquired^(a)

Cash	$	1.4
Accounts receivable	9.2
Other current assets	0.5
Property and equipment, net	2.7
Intangible assets^(b)	47.9
Goodwill^(c)	84.3
Other noncurrent assets	5.3
Current liabilities	(9.6		)
Noncurrent liabilities	(7.9		)
Fair value of net assets acquired	$	133.8


(a)	Final allocation will be determined once the valuation is complete.


(c)	Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rodoban’s operations with our existing Brink’s Brazil operations. All of the goodwill has been assigned to the Brazil reporting unit and is expected to be deductible for tax purposes.



(In millions)	Revenue		Net income (loss) attributable to Brink's

Actual results included in Brink's consolidated results for businesses acquired in 2019 from the date of acquisition

Three months ended September 30, 2019
Rodoban	$	18.3	1.8
Other acquisitions^(a)	5.1		(0.2	)
Total	$	23.4	1.6

Nine months ended September 30, 2019
Rodoban	$	54.2	2.9
Other acquisitions^(a)	6.2		(0.1	)
Total	$	60.4	2.8



	Amounts Arising During the Current Period					Amounts Reclassified to Net Income (Loss)
(In millions)	Pretax			Income Tax		Pretax		Income Tax		Total Other Comprehensive Income (Loss)
Three months ended September 30, 2019

Amounts attributable to Brink's:
Benefit plan adjustments	$	(2.2	)	0.8		10.3		(2.5	)	6.4
Foreign currency translation adjustments	(35.2		)	—		—		—		(35.2	)
Gains (losses) on cash flow hedges	3.5			(1.5	)	(7.4	)	2.5		(2.9	)
	(33.9		)	(0.7	)	2.9		—		(31.7	)

Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	0.3			—		—		—		0.3
	0.3			—		—		—		0.3

Total
Benefit plan adjustments^(a)	(2.2		)	0.8		10.3		(2.5	)	6.4
Foreign currency translation adjustments	(34.9		)	—		—		—		(34.9	)
Gains (losses) on cash flow hedges^(b)	3.5			(1.5	)	(7.4	)	2.5		(2.9	)
	$	(33.6	)	(0.7	)	2.9		—		(31.4	)

Three months ended September 30, 2018

Amounts attributable to Brink's:
Benefit plan adjustments	$	(1.1	)	0.2		13.8		(3.3	)	9.6
Foreign currency translation adjustments	(0.6		)	—		—		—		(0.6	)
Gains (losses) on cash flow hedges	0.1			—		(0.1	)	—		—
	(1.6		)	0.2		13.7		(3.3	)	9.0

Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments	(0.6		)	—		0.6		—		—
	(0.6		)	—		0.6		—		—

Total
Benefit plan adjustments^(a)	(1.1		)	0.2		13.8		(3.3	)	9.6
Foreign currency translation adjustments	(1.2		)	—		0.6		—		(0.6	)
Gains (losses) on cash flow hedges^(b)	0.1			—		(0.1	)	—		—
	$	(2.2	)	0.2		14.3		(3.3	)	9.0


(b)	Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:


•	other operating income (expense) ($8.9 million gain in the three months ended September 30, 2019 and no gains or losses in the three months ended September 30, 2018; as well as $10.3 million gain in the nine months ended September 30, 2019 and no gains or losses in the nine months ended September 30, 2018)


•	interest expense ($1.4 million of expense in the three months ended September 30, 2019; as well as $3.9 million of expense in the nine months ended September 30, 2019).


(a)	We adopted ASU 2018-02 (see Note 1) effective January 1, 2019 and recognized a cumulative-effect adjustment to retained earnings.



	September 30,		December 31,
(In millions)	2019		2018
Debt:
Short-term borrowings
Restricted cash borrowings^(a)	$	10.0	10.5
Other	5.4		18.4
Total short-term borrowings	$	15.4	28.9

Long-term debt
Bank credit facilities:
Term loan A^(b)	$	776.9	466.9
Senior unsecured notes^(c)	592.7		592.0
Revolving Credit Facility	217.9		340.0
Other	7.3		5.7
Financing leases	139.7		120.5
Total long-term debt	$	1,734.5	1,525.1

Total debt	$	1,749.9	1,554.0

Included in:
Current liabilities	$	89.1	82.4
Noncurrent liabilities	1,660.8		1,471.6
Total debt	$	1,749.9	1,554.0


(a)	These amounts are for short-term borrowings related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes. See Note 13 for more details.


(b)	Amounts outstanding are net of unamortized debt costs of $3.1 million as of September 30, 2019 and $1.8 million as of December 31, 2018.



(In millions)	Balance sheet classification	September 30, 2019
Assets:
Operating lease assets	Right-of-use assets, net	$	269.3
Finance lease assets	Property and equipment, net	151.3
Total leased assets		$	420.6

Liabilities:
Current:
Operating	Accrued liabilities	$	64.3
Financing	Current maturities of long-term debt	29.3
Noncurrent:
Operating	Lease liabilities	217.9
Financing	Long-term debt	110.4
Total lease liabilities		$	421.9



(In millions, except for lease term and discount rate)	2019
Nine Months Ended September 30,

Supplemental Cash Flows Information

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	70.8
Operating cash flows from finance leases	5.5
Financing cash flows from finance leases	21.1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	42.9
Finance leases	46.2

Weighted Average Remaining Lease Term

Operating leases	7.4 years
Finance leases	5.2 years

Weighted Average Discount Rate

Operating leases	7.0		%
Finance leases	5.2		%



(In millions)	Facilities		Vehicles	Other	Total

2019	$	51.7	9.7	21.6	83.0
2020	46.2		5.5	15.5	67.2
2021	39.5		2.3	9.5	51.3
2022	33.8		0.6	5.3	39.7
2023	29.4		0.1	2.3	31.8
Later years	130.3		—	—	130.3
	$	330.9	18.2	54.2	403.3



(In millions)

2019	$	25.1
2020	23.5
2021	21.7
2022	19.7
2023	16.2
Later years	14.3
Total	$	120.5



	Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2018	1,287.0	$	10.88
Granted	—	—
Forfeited	—	—
Exercised	—	—
Outstanding balance as of September 30, 2019^(a)	1,287.0	$	14.00


(a)	Certain performance-based stock options were modified in the second quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the modified awards.



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2018	235.8		$	52.63
Granted	92.2		78.08
Forfeited	(9.9	)	71.65
Vested	(133.8	)	42.92
Nonvested balance as of September 30, 2019^(a)	184.3		$	71.74