RESULTS OF OPERATIONS
Consolidated Review 26 Segment Operating Results 29 Non-segment Income and Expense 35 Other Operating Income and Expense 36 Nonoperating Income and Expense 37 Income Taxes 38 Noncontrolling Interests 39 Loss from Discontinued Operations 40 Outlook 41 Non-GAAP Results - Reconciled to Amounts Reported under GAAP 42 Foreign Operations 46

LIQUIDITY AND CAPITAL RESOURCES
Overview 47 Operating Activities 47 Investing Activities 49 Financing Activities 50 Capitalization 50 Off Balance Sheet Arrangements 53 Contractual Obligations 54 Contingent Matters 58

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

OPERATIONS

The Brink's Company

The Brink's Company offers transportation and logistics management services for cash and valuables throughout the world. These services include:
ˇ armored vehicle transportation, which we refer to as cash-in-transit ("CIT")

ˇ automated teller machine - replenishment and servicing, and network infrastructure services ("ATM Services")

ˇ secure international transportation of valuables ("Global Services")

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

ˇ bill payment acceptance and processing services to utility companies and other billers ("Payment Services")

ˇ security and guarding services (including airport security)

Executive Summary

Non-GAAP Financial Measures
We provide an analysis of our operations below on both a generally accepted accounting principles ("GAAP") and non-GAAP basis. The purpose of the non-GAAP information is to report our financial information
ˇ excluding retirement expenses related to frozen retirement plans and retirement plans from former operations,

ˇ without certain income and expense items in 2010, 2011 and 2012, and

ˇ after adjusting tax expense for certain items.

The non-GAAP financial measures are intended to provide information to assist comparability and estimates of future performance. The adjustments are described in detail and are reconciled to our GAAP results on pages 42- 45.

2012 versus 2011

GAAP
Our revenues increased $75.8 million or 2% and our operating profit decreased $28.3 million or 14% in 2012. Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates and an organic decrease in our North America segment. Operating profit decreased primarily due to increased U.S. retirement plan expenses ($28.2 million), the negative impact of changes in currency exchange rates ($14.9 million) and a gain recognized in 2011 on the sale of U.S. Document Destruction business ($6.7 million), partially offset by organic profit improvement in our International segment ($16.8 million), including a gain on the sale of real estate in Venezuela ($7.2 million).

Income from continuing operations attributable to Brink's shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax expense ($37.0 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy, and lower income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Our earnings per share from continuing operations was $2.20, up from $2.01 in 2011.

Non-GAAP
Our revenues increased $77.4 million or 2% and our operating profit decreased $1.0 million in 2012. Revenues increased due to organic growth in our International segment, partially offset by unfavorable changes in currency exchange rates and an organic decrease in our North America segment. Operating profit decreased primarily due to the negative impact of changes in currency exchange rates ($15.2 million) and increased non-segment expense ($1.7 million), partially offset by organic improvement in our International ($8.4 million) and North American ($6.6 million) segments.

Income from continuing operations attributable to Brink's shareholders in 2012 increased 1% primarily due to lower income attributable to noncontrolling interests ($4.1 million), partially offset by higher tax expense ($2.9 million).

Our earnings per share from continuing operations was $2.31, down from $2.32 in 2011.

2011 versus 2010

GAAP
Our revenues increased $790.1 million or 27% and our operating profit increased $23.0 million or 13% in 2011. Revenues increased due to our 2010 acquisitions in Mexico and Canada, organic growth in our International segment and favorable changes in currency exchange rates. Operating profit increased primarily due to:
ˇ organic improvement in our International segment ($17.1 million),

ˇ the positive impact of changes in currency exchange rates ($13.9 million),

ˇ 2011 net gains on acquisitions and asset dispositions ($9.7 million),

ˇ 2010 net losses related to an acquisition ($8.6 million), and

ˇ the impact of our 2010 acquisition in Mexico,

partially offset by lower profits in our North America segment on an organic basis ($14.5 million) and lower royalties from our former home security business ($4.9 million).

Segment results also reflected increased security costs across all regions.

Income from continuing operations attributable to Brink's shareholders in 2011 increased 18% compared to 2010 primarily due to the increase in operating profit and lower tax expense due to an income tax charge in 2010 related to U.S. healthcare legislation ($13.7 million), partially offset by increased borrowing costs ($9.4 million) and higher net income attributable to noncontrolling interests ($8.3 million).

Our earnings per share from continuing operations was $2.01, up from $1.69 in 2010.

Non-GAAP
Our revenues increased $789.2 million or 27% and our operating profit increased $19.3 million or 9% in 2011. Revenues increased due to our acquisitions in Mexico and Canada, organic growth in our International segment and favorable changes in currency exchange rates. Operating profit increased primarily due to:
ˇ organic improvement in our International segment ($17.8 million),

ˇ the positive impact of currency exchange rates ($10.8 million), and

ˇ the impact of our 2010 acquisition in Mexico,

partially offset by lower profits in our North America segment on an organic basis ($10.3 million) and increased non-segment expenses ($4.4 million).

Segment results also reflected increased security costs across all regions.

Income from continuing operations attributable to Brink's shareholders in 2011 decreased 4% primarily due to increased borrowing costs ($9.1 million) and higher net income attributable to noncontrolling interests ($6.1 million), partially offset by the increase in operating profit.

Our earnings per share from continuing operations was $2.32, down from $2.39 in 2010.

Outlook for 2013

GAAP
Our organic revenue growth rate for 2013 is expected to be in the 5% to 8% range, and our estimate of the impact of changes in currency exchange rates on revenue is in the negative 1% to negative 3% range. Our operating segment margin is expected to be in the 5.0% to 5.5% range. Our International organic revenue growth rate for 2013 is expected to be in the 7% to 9% range, and our estimate of the impact of changes in currency exchange rates on International revenue is in the negative 2% to negative 4% range. Our International segment margin is expected to be in the 6.0% to 6.5% range. Our North America organic revenue growth rate for 2013 is expected to be in the 0% to 2% range, and our estimate of the impact of changes in currency exchange rates on North America revenue is 0%. Our North America segment margin is expected to be in the 2.8% to 3.3% range. Our estimate assumes results will be impacted by the equivalent of a 40% devaluation in Venezuela early in the second quarter. The Venezuelan government announced a devaluation from the SITME rate of approximately 16% on February 8, 2013.

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

Our operating segment margin is expected to be in the 6.0% to 6.5% range. Our International segment margin is expected to be in the 7.0% to 7.5% range and our North America segment margin is expected to be in the 4.0% to 4.5% range.

During 2013, we intend to pursue higher margin business opportunities and continue to invest in information technology. We expect continued profit growth in Latin America during 2013. We expect North America margins to be flat to down and Europe to be down in 2013. We expect our Global Services growth to continue across all regions. See page 41 for a summary of our 2013 Outlook.

Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of the following items: acquisitions and dispositions, changes in currency exchange rates (as described on page 29) and the remeasurement of net monetary assets in Venezuela under highly inflationary accounting.

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

We believe that Brink's has significant competitive advantages including:
ˇ brand name recognition

ˇ reputation for a high level of service and security

ˇ risk management and logistics expertise

ˇ global infrastructure and customer base

ˇ proprietary cash processing and information systems

ˇ proven operational excellence

ˇ high-quality insurance coverage and general financial strength

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

Business environments around the world change constantly. We must adapt to changes in competitive landscapes, regional economies and each customer's level of business. We balance underlying business risk and the effects of changing demand on the utilization of our resources.

We measure financial performance on a long-term basis. The key financial measures are:
ˇ Return on capital

ˇ Revenue and earnings growth

ˇ Cash flow generation

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

In order to earn an adequate return on capital, we focus on the effective and efficient use of resources as well as appropriate pricing levels. We attempt to maximize the amount of business that flows through our branches, vehicles and systems in order to obtain the lowest costs possible without compromising safety, security or service. Due to our higher investment in people and processes, we generally charge higher prices than competitors that do not provide the same level of service and risk management.

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

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

Cash Management Services is a fully integrated solution that proactively manages the supply chain of cash from point-of-sale through bank deposit. The process includes cashier balancing and reporting, deposit processing and consolidation, and electronic information exchange

(including "same-day" credit capabilities). Retail customers use Brink's Cash Management Services to count and reconcile coins and currency in a secure environment, to prepare bank deposit information, and to replenish customer coins and currency in proper denominations.

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

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

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

Information about our liabilities related to former operations is contained in the following sections of this report:
ˇ Non-segment Income (Expense) on page 35

ˇ Liquidity and Capital Resources - Contractual Obligations - on page 54

ˇ Application of Critical Accounting Policies - on page 59

ˇ Notes 3 and 17 to the consolidated financial statements, which begin on page

RESULTS OF OPERATIONS

Consolidated Review


                                      GAAP                           % Change                      Non-GAAP (c)                        % Change
Years Ended
December 31,               2012          2011          2010       2012        2011          2012          2011          2010         2012        2011
(In millions,
except per share
amounts)

Revenues              $ 3,842.1       3,766.3       2,976.2          2          27     $ 3,832.9       3,755.5       2,966.3            2          27
Segment operating
profit (a)                260.1         259.3         239.1          -           8         267.9         267.2         243.5            -          10
Non-segment expense       (88.9 )       (59.8 )       (62.6 )       49          (4 )       (42.3 )       (40.6 )       (36.2 )          4          12
Operating profit          171.2         199.5         176.5        (14 )        13         225.6         226.6         207.3            -           9
Income from
continuing
operations (b)            106.8          96.5          81.6         11          18         112.2         111.6         115.7            1          (4 )
Diluted EPS from
continuing
operations (b)             2.20          2.01          1.69          9          19          2.31          2.32          2.39            -          (3 )

Amounts may not add due to rounding.

(a) Segment operating profit is a non-GAAP measure when presented in any context other than prescribed by Accounting Standards Codification Topic 280, Segment Reporting. The tables on pages 29 and 32 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 2013 are provided on page 41.

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

(c) Non-GAAP earnings information is contained on pages 42 -45, including reconciliation to amounts reported under GAAP.

 Summary Reconciliation of Non-GAAP Diluted EPS

Years Ended December 31,                               2012          2011          2010

GAAP Diluted EPS                                     $    2.20          2.01          1.69
Excludes U.S. retirement plan expenses                    0.70          0.37          0.28
Exclude employee benefit settlement, CEO
retirement costs and other                                0.06          0.08             -
Exclude additional European operations to be
exited                                                    0.08          0.06          0.05
Exclude gains and losses on acquisitions and asset
dispositions                                             (0.29 )       (0.20 )        0.12
Exclude tax effects related to U.S. healthcare
legislation and funding strategy                         (0.43 )           -          0.29
Exclude royalty income from former home security
business                                                     -             -         (0.06 )
Exclude Venezuela related items                              -             -          0.04
Non-GAAP Diluted EPS                                 $    2.31          2.32          2.39

Amounts may not add due to rounding. Non-GAAP results are reconciled in more detail to the applicable GAAP results on pages 42-45.

Revenues

Revenues in 2012 increased $75.8 million or 2% due to organic growth in our International segment ($295.8 million), partially offset by
ˇ unfavorable changes in currency exchange rates ($195.6 million) and

ˇ an organic decrease in our North America segment ($23.6 million).

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

2011 versus 2010

Revenues in 2011 increased $790.1 million or 27% due to:
ˇ our 2010 acquisitions in Mexico and Canada ($414.6 million),

ˇ organic growth in our International segment ($263.0 million), and

ˇ favorable exchange rate variances ($108.8 million).

Revenues increased 9% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin American countries).

See page 24 for our definition of "organic."

Non-GAAP
2012 versus 2011
Revenues in 2012 increased $77.4 million or 2% due to organic growth in our International segment ($296.2 million) partially offset by
ˇ unfavorable changes in currency exchange rates ($194.4 million) and

ˇ an organic decrease in our North America segment ($23.6 million).

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

2011 versus 2010
Revenues in 2011 increased $789.2 million or 27% due to:
ˇ our 2010 acquisitions in Mexico and Canada ($414.6 million),

ˇ organic growth in our International segment ($262.5 million), and

ˇ favorable exchange rate variances ($108.4 million).

Revenues increased 9% on an organic basis due mainly to higher average selling prices (including the effects of inflation in several Latin American countries).

See page 24 for our definition of "organic."

Operating Profit

GAAP
2012 versus 2011
Operating profit decreased 14% due mainly to:
ˇ increased U.S. retirement plan expenses ($28.2 million),

ˇ the negative impact of changes in currency exchange rates ($14.9 million), and

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

partially offset by, organic improvement in our International segment ($16.8 million), including a gain on the sale of real estate in Venezuela ($7.2 million).

2011 versus 2010
Operating profit increased 13% due mainly to:
ˇ organic improvement in our International segment ($17.1 million),

ˇ the positive impact of changes in currency exchange rates ($13.9 million),

ˇ 2011 net gains on acquisitions and asset dispositions ($9.7 million),

ˇ 2010 net losses related to acquisitions ($8.6 million), and

ˇ the impact of our 2010 acquisition in Mexico;

partially offset by lower profits in North America ($14.5 million) on an organic basis and lower royalties from our former home security business ($4.9 million).

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

Non-GAAP
2012 versus 2011
Operating profit decreased $1.0 million primarily due to:
ˇ the negative impact of changes in currency exchange rates ($15.2 million) and

ˇ increased non-segment expense ($1.7 million),

partially offset by organic improvement in our International ($8.4 million) and North American ($6.6 million) segments.

2011 versus 2010
Operating profit increased 9% due mainly to:
ˇ organic improvement in our International segment ($17.8 million),

ˇ positive impact of currency exchange rates ($10.8 million), and

ˇ the impact of our 2010 acquisition in Mexico,

partially offset by lower profits in North America ($10.3 million) on an organic basis and increased non-segment expenses ($4.4 million).

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

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

GAAP
2012 versus 2011
Income from continuing operations attributable to Brink's shareholders in 2012 increased 11% compared to 2011 primarily due to lower tax expense ($37.0 million) mainly resulting from a $21.1 million tax benefit related to a change in retiree healthcare funding strategy and lower income attributable to noncontrolling interests ($3.2 million), partially offset by the operating profit decrease mentioned above.

Our earnings per share from continuing operations was $2.20, up from $2.01 in 2011.

2011 versus 2010
Income from continuing operations attributable to Brink's shareholders in 2011 increased 18% compared to 2010 primarily due to the increase in operating profit and lower tax expense due to an income tax charge in 2010 related to U.S. healthcare legislation ($13.7 million), partially offset by increased borrowing costs ($9.4 million) and higher net income attributable to noncontrolling interests ($8.3 million).

Our earnings per share from continuing operations was $2.01, up from $1.69 in 2010.

Non-GAAP
2012 versus 2011
Income from continuing operations attributable to Brink's shareholders in 2012 increased 1% primarily due to lower income attributable to noncontrolling interests ($4.1 million), partially offset by higher tax expense ($2.9 million).

Our earnings per share from continuing operations was $2.31, down from $2.32 in 2011.

2011 versus 2010
Income from continuing operations attributable to Brink's shareholders in 2011 decreased 4% primarily due to increased borrowing costs ($9.1 million) and higher net income attributable to noncontrolling interests ($6.1 million), partially offset by the increase in operating profit.

Our earnings per share from continuing operations was $2.32, down from $2.39 in 2010.

Segment Operating Results
                                 Segment Review
                                2012 versus 2011

GAAP
                                     Organic  Acquisitions / Currency              % Change
                                               Dispositions
(In millions)              2011       Change       (b)         (c)      2012    Total  Organic
Revenues:
   International:
     Latin America     $  1,460.7      215.4            1.5    (98.2)  1,579.4      8      15
     EMEA                 1,177.7       70.4            0.3    (90.0)  1,158.4     (2)      6
     Asia Pacific           153.7       10.0              -     (4.8)    158.9      3       7
      International       2,792.1      295.8            1.8   (193.0)  2,896.7      4      11
      North America         974.2      (23.6)          (2.6)    (2.6)    945.4     (3)     (2)
        Total          $  3,766.3      272.2           (0.8)  (195.6)  3,842.1      2       7

Operating profit:
   International       $    227.9       16.8           (2.3)   (14.8)    227.6      -       7
   North America             31.4        1.0            0.2     (0.1)     32.5      4       3
. . .