UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2017~~2018

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-09148



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



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

1801 Bayberry Court, Richmond, Virginia 23226-8100

(Address of principal executive offices) (Zip Code)

(804) 289-9600

(Registrant's telephone number, including area code)

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

Yes ý No ¨

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

Yes ý No ¨

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

(Check one): Large Accelerated Filer ý Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company ¨ Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Yes ¨ No ý

As of July ~~24, 2017, 50,481,059~~23, 2018, 50,951,815 shares of $1 par value common stock were outstanding.

Part I - Financial Information

Item 1. Financial Statements

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(In millions)	June 30, 2017			December 31, 2016		June 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	207.1		183.5		$	548.5		614.3
Restricted cash	87.7			55.5		101.6			112.6
Accounts receivable, net	570.4			501.1		595.7			642.3
Prepaid expenses and other	150.1			103.6		151.6			119.0
Total current assets	1,015.3			843.7		1,397.4			1,488.2

Property and equipment, net	583.6			531.0		627.4			640.9
Goodwill	227.4			186.2		375.0			453.7
Other intangibles	45.8			19.1		77.0			105.7
Deferred income taxes	326.0			327.9		227.2			226.2
Other	90.9			86.9		166.4			144.9

Total assets	$	2,289.0		1,994.8		$	2,870.4		3,059.6

LIABILITIES AND EQUITY

Current liabilities:
Short-term borrowings	$	175.7		162.8		$	41.4		45.2
Current maturities of long-term debt	36.6			32.8		53.3			51.9
Accounts payable	144.9			139.3		157.4			174.6
Accrued liabilities	427.7			385.7		470.4			488.5
Restricted cash held for customers	58.2			33.2		57.0			74.7
Total current liabilities	843.1			753.8		779.5			834.9

Long-term debt	362.8			247.6		1,133.9			1,139.6
Accrued pension costs	206.3			208.8		188.6			208.8
Retirement benefits other than pensions	285.1			286.1		359.0			362.8
Deferred income taxes	7.6			7.6		20.2			25.1
Other	141.3			136.1		144.1			150.2
Total liabilities	1,846.2			1,640.0		2,625.3			2,721.4

Contingent liabilities (notes 4 and 11)
Commitments and contingent liabilities (notes 4, 8 and 13)

Equity:
The Brink's Company ("Brink's") shareholders:
Common stock, par value $1 per share:
Shares authorized: 100.0
Shares issued and outstanding: 2017 - 50.4; 2016 - 50.0	50.4			50.0
Shares issued and outstanding: 2018 - 51.0; 2017 - 50.5						51.0			50.5
Capital in excess of par value	620.4			618.1		631.6			628.6
Retained earnings	612.3			576.0		467.4			564.9
Accumulated other comprehensive loss	(859.8		)	(907.0	)	(927.0		)	(926.6	)
Brink’s shareholders	423.3			337.1		223.0			317.4

Noncontrolling interests	19.5			17.7		22.1			20.8

Total equity	442.8			354.8		245.1			338.2

Total liabilities and equity	$	2,289.0		1,994.8		$	2,870.4		3,059.6

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
(In millions, except for per share amounts)	2017			2016		2017			2016		2018			2017		2018			2017

Revenues	$	805.9		739.5		$	1,594.3		1,461.3		$	849.7		805.9		$	1,728.8		1,594.3

Costs and expenses:
Cost of revenues	628.9			596.1		1,239.2			1,185.0		666.8			628.9		1,360.4			1,239.2
Selling, general and administrative expenses	122.8			105.0		229.9			213.7		119.9			122.8		243.0			229.9
Total costs and expenses	751.7			701.1		1,469.1			1,398.7		786.7			751.7		1,603.4			1,469.1
Other operating income (expense)	(5.9		)	(6.2	)	(6.0		)	(6.9	)	(1.3		)	(5.9	)	1.1			(6.0	)

Operating profit	48.3			32.2		119.2			55.7		61.7			48.3		126.5			119.2

Interest expense	(6.0		)	(4.9	)	(10.8		)	(9.8	)	(15.8		)	(6.0	)	(30.8		)	(10.8	)
Loss on deconsolidation of Venezuela operations											(126.7		)	—		(126.7		)	—
Interest and other income (expense)	(11.4		)	(9.4	)	(22.6		)	(19.1	)	(8.1		)	(11.4	)	(21.2		)	(22.6	)
Income from continuing operations before tax	30.9			17.9		85.8			26.8
Income (loss) from continuing operations before tax											(88.9		)	30.9		(52.2		)	85.8
Provision for income taxes	17.3			14.5		31.7			23.9		18.6			17.3		30.0			31.7

Income from continuing operations	13.6			3.4		54.1			2.9
Income (loss) from continuing operations											(107.5		)	13.6		(82.2		)	54.1

Loss from discontinued operations, net of tax	(0.1		)	—		(0.1		)	—
Income (loss) from discontinued operations, net of tax											(0.1		)	(0.1	)	0.1			(0.1	)

Net income	13.5			3.4		54.0			2.9
Net income (loss)											(107.6		)	13.5		(82.1		)	54.0
Less net income (loss) attributable to noncontrolling interests	(0.7		)	3.1		5.1			5.7		0.3			(0.7	)	3.5			5.1

Net income (loss) attributable to Brink’s	14.2			0.3		48.9			(2.8	)	(107.9		)	14.2		(85.6		)	48.9

Amounts attributable to Brink’s
Continuing operations	14.3			0.3		49.0			(2.8	)	(107.8		)	14.3		(85.7		)	49.0
Discontinued operations	(0.1		)	—		(0.1		)	—		(0.1		)	(0.1	)	0.1			(0.1	)

Net income (loss) attributable to Brink’s	$	14.2		0.3		$	48.9		(2.8	)	$	(107.9	)	14.2		$	(85.6	)	48.9

Income (loss) per share attributable to Brink’s common shareholders^(a):
Basic:
Continuing operations	$	0.28		0.01		$	0.97		(0.06	)	$	(2.11	)	0.28		$	(1.68	)	0.97
Discontinued operations	—			—		—			—		—			—		—			—
Net income (loss)	$	0.28		0.01		$	0.97		(0.06	)
Net income											$	(2.11	)	0.28		$	(1.68	)	0.97

Diluted:
Continuing operations	$	0.28		0.01		$	0.95		(0.06	)	$	(2.11	)	0.28		$	(1.68	)	0.95
Discontinued operations	—			—		—			—		—			—		—			—
Net income (loss)	$	0.28		0.01		$	0.95		(0.06	)
Net income											$	(2.11	)	0.28		$	(1.68	)	0.95

Weighted-average shares
Basic	50.7			49.9		50.6			49.7		51.2			50.7		51.0			50.6
Diluted	51.6			50.3		51.5			49.7		51.2			51.6		51.0			51.5

Cash dividends paid per common share	$	0.15		0.10		$	0.25		0.20		$	0.15		0.15		$	0.30		0.25

(a) Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

Three Months
Ended June 30, Six Months
Ended June 30,
(In millions) 2017 2016 2017 2016

Net income $ 13.5
3.4
$ 54.0
2.9

Benefit plan adjustments:

Benefit plan experience gains 11.1
12.6
22.9
24.3
Benefit plan prior service cost (0.7 ) (0.6 ) (1.2 ) (1.0 )
Deferred profit sharing 0.1
—
0.1
—
Total benefit plan adjustments 10.5
12.0
21.8
23.3

Foreign currency translation adjustments 5.7
(3.5 ) 32.9
14.3
Unrealized net gains (losses) on available-for-sale securities 0.5
(0.2 ) 0.7
—
Loss on cash flow hedges (0.1 ) (0.1 ) (0.1 ) (0.4 )
Other comprehensive income before tax 16.6
8.2
55.3
37.2
Provision for income taxes 4.4
4.2
8.8
8.0

Other comprehensive income 12.2
4.0
46.5
29.2

Comprehensive income 25.7
7.4
100.5
32.1
Less comprehensive income (loss) attributable to noncontrolling interests (2.5 ) 3.3
4.4
6.7

Comprehensive income attributable to Brink's $ 28.2
4.1
$ 96.1
25.4



	Three Months Ended June 30,					Six Months Ended June 30,
(In millions)	2018			2017		2018			2017

Net income (loss)	$	(107.6	)	13.5		$	(82.1	)	54.0

Benefit plan adjustments:
Benefit plan actuarial gains	22.9			11.1		37.7			22.9
Benefit plan prior service credits (costs)	1.1			(0.7	)	0.3			(1.2	)
Deferred profit sharing	—			0.1		—			0.1
Total benefit plan adjustments	24.0			10.5		38.0			21.8

Foreign currency translation adjustments	(31.8		)	5.7		(30.8		)	32.9
Unrealized net gains on available-for-sale securities	—			0.5		—			0.7
Gains (losses) on cash flow hedges	0.2			(0.1	)	0.6			(0.1	)
Other comprehensive income (loss) before tax	(7.6		)	16.6		7.8			55.3
Provision for income taxes	3.8			4.4		7.0			8.8

Other comprehensive income (loss)	(11.4		)	12.2		0.8			46.5

Comprehensive income (loss)	(119.0		)	25.7		(81.3		)	100.5
Less comprehensive income (loss) attributable to noncontrolling interests	(0.7		)	(2.5	)	3.6			4.4

Comprehensive income (loss) attributable to Brink's	$	(118.3	)	28.2		$	(84.9	)	96.1

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Equity

Six Months ended June 30, ~~2017~~2018 and ~~2016~~2017

(Unaudited)

Attributable to Brink’s
(In millions) Shares
Common
Stock

Capital
in Excess
of Par
Value

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Attributable
to
Noncontrolling
Interests
Total

Balance as of December 31, 2015 48.9
$ 48.9
599.6
561.3
(891.9 ) 12.7
330.6

Cumulative effect of change in accounting principle^(a)
—
—
—
0.2
—
—
0.2
Net income (loss) —
—
—
(2.8 ) —
5.7
2.9
Other comprehensive income —
—
—
—
28.2
1.0
29.2
Common stock issued 0.1
0.1
2.4
—
—
—
2.5
Dividends to:

Brink’s common shareholders ($0.20 per share) —
—
—
(9.8 ) —
—
(9.8 )
Noncontrolling interests —
—
—
—
—
(2.1 ) (2.1 )
Share-based compensation:

Stock awards and options:

Compensation expense —
—
4.9
—
—
—
4.9
Consideration from exercise of stock options 0.1
0.1
3.4
—
—
—
3.5
Other share-based benefit transactions 0.4
0.4
(3.9 ) (0.1 ) —
—
(3.6 )

Balance as of June 30, 2016 49.5
$ 49.5
606.4
548.8
(863.7 ) 17.3
358.3



	Attributable to Brink’s
(In millions)	Shares	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Attributable to Noncontrolling Interests		Total

Balance as of December 31, 2016	50.0	$	50.0	618.1		576.0		(907.0	)	17.7		354.8

Net income	—	—		—		48.9		—		5.1		54.0
Other comprehensive income	—	—		—		—		47.2		(0.7	)	46.5
Dividends to:
Brink’s common shareholders ($0.25 per share)	—	—		—		(12.6	)	—		—		(12.6	)
Noncontrolling interests	—	—		—		—		—		(2.6	)	(2.6	)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		8.5		—		—		—		8.5
Consideration from exercise of stock options	—	—		2.6		—		—		—		2.6
Other share-based benefit transactions	0.4	0.4		(8.8	)	—		—		—		(8.4	)

Balance as of June 30, 2017	50.4	$	50.4	620.4		612.3		(859.8	)	19.5		442.8



	Attributable to Brink’s
(In millions)	Shares	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Attributable to 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 (loss)	—	—		—		(85.6	)	—		3.5		(82.1	)
Other comprehensive income	—	—		—		—		0.7		0.1		0.8
Dividends to:
Brink’s common shareholders ($0.30 per share)	—	—		—		(15.2	)	—		—		(15.2	)
Noncontrolling interests	—	—		—		—		—		(1.9	)	(1.9	)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		12.5		—		—		—		12.5
Consideration from exercise of stock options	—	—		0.8		—		—		—		0.8
Other share-based benefit transactions	0.5	0.5		(10.3	)	—		—		—		(9.8	)
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

(a)

~~We elected to early adopt~~Effective January 1, 2018, we adopted the provisions of ASU ~~2016-09,~~2014-09, ~~Improvements to Employee Share-Based Payment Accounting~~Revenue From Contracts with Customers, ~~in the fourth quarter~~ASU 2016-01, Recognition and Measurement of ~~2016 resulting in~~Financial Assets and Financial Liabilities, and ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. We recognized a cumulative effect adjustment to ~~Retained Earnings for previously unrecognized excess tax benefits.~~January 1, 2018 retained earnings as a result of adopting each of these standards. See Note 1 for further ~~discussion~~details of the ~~impacts~~impact of ~~this~~each standard.

See accompanying notes to condensed consolidated financial ~~statements~~statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,					Six Months Ended June 30,
(In millions)	2017			2016		2018			2017
Cash flows from operating activities:
Net income	$	54.0		2.9
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations, net of tax	0.1			—
Net income (loss)						$	(82.1	)	54.0
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
(Income) loss from discontinued operations, net of tax						(0.1		)	0.1
Depreciation and amortization	68.5			65.1		77.9			68.5
Share-based compensation expense	8.5			4.9		12.5			8.5
Deferred income taxes	(7.7		)	(2.5	)	(9.5		)	(7.7	)
Gains and losses:
Marketable securities	(0.2		)	(0.5	)
Property and other assets	(0.8		)	1.7
Business acquisitions and dispositions	(0.6		)	(0.1	)
Gains on sale of property, equipment and marketable securities						(2.0		)	(1.0	)
Gain on business dispositions						(10.3		)	(0.6	)
Loss on deconsolidation of Venezuela operations						126.7			—
Impairment losses	1.0			5.4		2.7			1.0
Retirement benefit funding (more) less than expense:
Pension	9.8			6.5		5.1			9.8
Other than pension	9.0			7.3		8.5			9.0
Remeasurement losses due to Venezuela currency devaluation	8.4			4.6
Remeasurement (gains) losses due to Venezuela currency devaluation						(2.2		)	8.4
Other operating	3.1			1.9		4.8			3.1
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and income taxes receivable	(83.0		)	(31.3	)	(66.7		)	(83.0	)
Accounts payable, income taxes payable and accrued liabilities	41.8			(33.9	)	42.0			41.8
Restricted cash held for customers						4.4			23.4
Customer obligations	7.1			(14.7	)	5.7			7.1
Prepaid and other current assets	(17.6		)	(6.2	)	(15.8		)	(17.6	)
Other	(0.7		)	2.3		7.5			(0.1	)
Discontinued operations	0.6			—
Net cash provided by operating activities	101.3			13.4		109.1			124.7
Cash flows from investing activities:
Capital expenditures	(71.1		)	(45.0	)	(73.3		)	(71.1	)
Acquisitions	(65.0		)	—
Dispositions	1.1			—
Acquisitions, net of cash acquired						—			(65.0	)
Dispositions, net of cash disposed						9.6			1.1
Marketable securities:
Purchases	(19.3		)	(8.7	)	(50.1		)	(19.3	)
Sales	5.4			8.6		5.5			5.4
Cash proceeds from sale of property and equipment	1.4			2.9		1.8			1.4
Other	—			(0.7	)	(0.9		)	—
Net cash used by investing activities	(147.5		)	(42.9	)	(107.4		)	(147.5	)
Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term borrowings	5.5			39.1		10.5			5.5
Cash supply chain customer debt						(11.7		)	1.8
Long-term revolving credit facilities:
Borrowings	398.1			294.9		—			398.1
Repayments	(290.7		)	(278.1	)	—			(290.7	)
Other long-term debt:
Borrowings	6.8			1.3		1.8			6.8
Repayments	(22.0		)	(25.1	)	(27.7		)	(22.0	)
Common stock issued	—			2.5
Dividends to:
Shareholders of Brink’s	(12.6		)	(9.8	)	(15.2		)	(12.6	)
Noncontrolling interests in subsidiaries	(2.6		)	(2.1	)	(1.9		)	(2.6	)
Proceeds from exercise of stock options	2.6			3.5		0.8			2.6
Minimum tax withholdings associated with share-based compensation	(8.9		)	(4.8	)
Tax withholdings associated with share-based compensation						(11.3		)	(8.9	)
Other	1.0			1.3		0.2			1.0
Net cash provided by financing activities	77.2			22.7
Net cash (used) provided by financing activities						(54.5		)	79.0
Effect of exchange rate changes on cash	(7.4		)	(5.5	)	(24.0		)	(0.4	)
Cash and cash equivalents:
Cash, cash equivalents and restricted cash:
Increase (decrease)	23.6			(12.3	)	(76.8		)	55.8
Balance at beginning of period	183.5			181.9		726.9			239.0
Balance at end of period	$	207.1		169.6		$	650.1		294.8

See accompanying notes to condensed consolidated financial ~~statements~~statements.

THE BRINK’S COMPANY

and subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of presentation

~~Effective February 2017,~~ The Brink’s Company (along with its subsidiaries, “Brink’s” or “we”) ~~implemented changes to its organizational and management structure. As a result of these changes, we now have~~has three operating segments:

North America

South America

Rest of World

Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring ~~accruals)~~adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

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

Consolidation

The condensed consolidated financial statements include our controlled subsidiaries. Control is determined based on ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total equity.

Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating income (expense). Investments in businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for ~~under the~~at fair value, if readily determinable, with changes in fair value recognized in net income. For equity investments that do not have a readily determinable fair value, we measure these investments at cost ~~method~~minus impairment, if any, plus or ~~if applicable, as available-for-sale securities.~~minus changes from observable price changes. See "New Accounting Standards" section below for further information. All intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency Translation

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

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

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

Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. ~~Non-monetary~~Other than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. Revenues and expenses are translated at rates of exchange in effect during the year.

Venezuela

Deconsolidation. Our Venezuelan operations offer transportation and logistics management services for cash and valuables throughout Venezuela. Political and economic conditions in Venezuela, the impact of local laws on our business as well as the currency exchange control regulations and continued reductions in access to U.S. dollars through official currency exchange mechanisms, have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and the U.S. dollar. These conditions have restricted the ability of our

Venezuelan operations to pay dividends and royalties. It has also restricted the ability for our Venezuela business to settle other operating liabilities which has significantly increased the risk that this business will no longer be self-sustaining.

Our Venezuela operations experienced negative operating cash flows in the first quarter of 2018. As a result, our Venezuela business obtained local currency borrowings in the first and second quarters of 2018 for the first time since the second quarter of 2016. Our Venezuela business is currently seeking additional local financing to support ongoing needs for more bolivars in an environment with significant inflation. It is uncertain as to whether our Venezuela business will be able to obtain the incremental financing in order to operate the business.

Banks provide a vast majority of the business for our Venezuela operations and these banks are limited by law as to how much they can charge their customers in interest. The maximum increase to interest allowable under the law is significantly lower than current and projected inflation rates. Therefore, we do not believe that bank customers will accept increases in our prices that will cover our increase in vendor and labor costs resulting from inflation. Through its restriction by law of interest increases for banks, the Venezuelan government has implemented a defacto price control that affects our business.

The currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, have significantly limited our ability to make and execute operational decisions at our Venezuelan subsidiaries. With the May 2018 re-election of the President in Venezuela for an additional six-year term, we expect these conditions to continue for the foreseeable future.

As a result of the conditions described above, we have concluded that, effective June 30, 2018, we did not meet the accounting criteria for control over our Venezuelan operations and, as a result, we began reporting the results of our investment in our Venezuelan subsidiaries using the cost method of accounting. This change resulted in a pretax charge of $127 million in the second quarter of 2018. The pretax charge included $106 million of foreign currency translation losses and benefit plan adjustments previously included in accumulated other comprehensive loss. It also included the derecognition of the carrying amounts of our Venezuelan operations’ assets and liabilities, including $32 million of assets and $11 million of liabilities, that are no longer reported in our condensed consolidated balance sheet as of June 30, 2018. We have determined the fair value of our investment in, and receivables from, our Venezuelan subsidiaries to be insignificant based on our expectations of dividend payments and settlements of such receivables in future periods. It is anticipated that reporting periods beginning after June 30, 2018 will not include the operating results of our Venezuela operations. In the first six months of 2018 and 2017, we provided immaterial amounts of financial support to our Venezuela operations. Our exposure to future losses resulting from our Venezuelan business is limited to the extent to which we decide to provide U.S. dollars or make future investments in our Venezuelan subsidiaries.

Highly Inflationary Accounting. The economy in Venezuela has had significant inflation in the last several years. ~~We consolidate~~Prior to deconsolidation as of June 30, 2018, we reported our Venezuelan results using our accounting policy for subsidiaries operating in highly inflationary economies.

~~Since 2003,~~ Due to the Venezuelan ~~government has controlled the exchange of local currency into other currencies, including the U.S. dollar, and has required~~government's restrictions that currency exchanges be made at official rates established by the government instead of allowing open markets to determine currency rates. Different official rates exist for different industries and purposes and the government does not approve all requests to convert bolivars to other currencies.

~~As a result of the restrictions on currency exchange, we~~ have in the past been unable to obtain sufficient U.S. dollars to purchase certain imported supplies and fixed assets to fully operate our business in Venezuela. Consequently, we have occasionally purchased more expensive, bolivar-denominated supplies and fixed assets. There is a risk that official currency exchange mechanisms will be discontinued or will not be accessible when needed in the future, which may preventprevented us from repatriating ~~dividends or obtaining dollars to operate~~funds, results from our Venezuelan ~~operations.~~operations prior to the June 30, 2018 deconsolidation are included in items not allocated to segments and are excluded from the operating segments.

Remeasurement rates during ~~2017~~2018 and ~~2016~~2017. ~~At December 31, 2015, the SIMADI exchange rate used for remeasurement purposes was approximately 199 bolivars to the dollar.~~ In the first quarter of 2016, the Venezuelan government ~~replaced the SIMADI exchange mechanism with~~implemented the DICOM exchange mechanism and announced that it would allow ~~the DICOM~~this exchange mechanism rate to float freely. ~~At June 30, 2016,~~In the first six months of 2017, the DICOM rate ~~was~~declined approximately ~~628 bolivars~~74% (from 674 to ~~the dollar. Since then, the rate has declined 76% to close at approximately~~ 2,640 bolivars to the ~~dollar at June 30, 2017.~~U.S. dollar). In the first six months of 2018, the rate declined approximately 97% (from 3,345 to 115,000 bolivars to the U.S. dollar). We have received only minimal U.S. dollars through this exchange mechanism. In the first six months of 2018, we recognized a $2.2 million pretax remeasurement gain. The after-tax effect of this gain attributable to noncontrolling interest was $2.0 million. In the first six months of 2017, we recognized a $8.4 million pretax remeasurement loss. The after-tax effect of this loss attributable to noncontrolling interest was $0.9 million. ~~In the first six months of 2016, we recognized a $4.6 million pretax remeasurement loss. However, the after-tax effect of this loss attributable to noncontrolling interest was income of $2.6 million.~~

Items related to our Venezuelan operations ~~are~~were as follows:

Our investment in our Venezuelan operations on an equity-method basis was ~~$20.1 million at June 30, 2017 and $19.2~~$23.1 million at December 31, ~~2016.~~2017.

Our Venezuelan operations had net payables to other Brink's affiliates of ~~$2.5 million at June 30, 2017 and $6.1~~$2.7 million at December 31, ~~2016.~~2017.

Our Venezuelan operations had net ~~non-monetary~~nonmonetary assets of ~~$20.1 million at June 30, 2017 and $17.6~~$23.0 million at December 31, ~~2016.~~2017.

Our bolivar-denominated net monetary ~~net assets~~liabilities were ~~$2.7~~$2.3 million (including ~~$5.2 million of cash and cash equivalents) at June 30, 2017 and $1.4 million (including $6.8~~$3.4 million of cash and cash equivalents) at December 31, ~~2016.~~2017.

Accumulated other comprehensive losses attributable to Brink’s shareholders related to our Venezuelan operations were ~~$114.2 million at June 30, 2017 and $114.7~~$114.9 million at December 31, ~~2016.~~2017.

Argentina

~~The economy~~We operate in Argentina ~~has had~~through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 8% of our consolidated revenues for the first six months of 2018. The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant ~~inflation in recent years. Through June 30,~~inflation. For the year ended December 31, 2017, ~~Argentina was not~~the Argentine peso declined approximately 15% (from 15.9 to 18.6 pesos to the U.S. dollar). In the first six months of 2018, the Argentine peso declined approximately 36% (from 18.6 to 28.9 pesos to the U.S. dollar).

Beginning July 1, 2018, we have designated Argentina's economy as a highly inflationary ~~economy~~ for accounting purposes. WeAs a result, we will ~~continue to monitor developments in Argentina at each reporting date to determine whether we should~~ consolidate Brink's Argentina ~~results~~ using our accounting policy for subsidiaries operating in highly inflationary ~~economies. We use~~economies beginning in the ~~official~~third quarter of 2018. Argentine peso-denominated monetary assets and liabilities will be remeasured at each balance sheet date to the currency exchange rate ~~to translate the Brink's Argentina balance sheet~~then in effect, with currency remeasurement gains and ~~income statement.~~ losses recognized in earnings.

At June 30, ~~2017, the official exchange rate was approximately 16.6 Argentine pesos to the U.S. dollar. At June 30, 2017,~~2018, we had ~~cash and short-term investments~~net monetary assets denominated in Argentine pesos of ~~$28.7~~$18.2 million, including cash of $5.2 million. ~~We expect~~At June 30, 2018, we had net nonmonetary assets of $181.5 million, including $98.6 million of goodwill and $34.4 million of equity securities. In highly inflationary economies, the fair market value of equity securities are remeasured at current exchange rates to ~~use a significant portion of the cash and short-term investments to fund a business acquisition in Argentina (see Note 13).~~

~~Ireland~~

Due to management's decision in the first quarter of 2016 to exit the Republic of Ireland, the prospective impacts of shutting down this operation were included in items not allocated to segments and were excluded from the operating segments effective March 1, 2016. Beginning May 1, 2016, due to management's decision to also exit Northern Ireland, the results of shutting down these operations were treated similarly to the Republic of Ireland. International shipments to and from Ireland continuedetermine gain or loss to be ~~provided through Brink’s Global Services ("BGS").~~

~~Acquisitions~~

~~In the first six months of 2017, we completed three business acquisitions~~recorded in ~~Brazil, Chile and the U.S. which are not material to our consolidated financial statements. The aggregate purchase price,~~ net ~~of cash acquired, for these three acquisitions was approximately $65 million.~~income.

New Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts with ~~Customers~~Customers.~~, a~~ Under the new standard, ~~related to revenue recognition, which requires~~ an entity ~~to recognize~~recognizes an amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The ~~new~~ standard ~~will replace most~~also requires expanded disclosures regarding the nature, amount, timing and uncertainty of ~~the existing~~ revenue ~~recognition standards in U.S. GAAP. In August 2015, the FASB issued ASU 2015-14, which defers the~~and cash flows arising from contracts with customers. We adopted this standard effective ~~date of this new standard to~~ January 1, ~~2018. Subsequently,~~2018 using the ~~FASB has continued to refine the standard~~modified retrospective method and ~~has issued several amendments.~~recognized a cumulative-effect adjustment increasing retained earnings by $1.5 million. The most ~~likely~~significant effects of the new standard for us ~~will be~~are associated with variable consideration and capitalization of costs to obtain contracts, such as sales commissions. ~~However,~~Previously, we recognized the impact of pricing changes in the period they became fixed and determinable and we expensed sales commissions and other costs to obtain contracts as they were incurred. We do not expect a material impact on our future consolidated statements of operations or consolidated balance sheets. ~~The~~However, adoption of the new ~~guidance will result~~standard resulted in expanded disclosures ~~regarding our various performance obligations,~~related to revenue ~~disaggregation~~(see Note 2).

The FASB issued ASU 2016-01, Recognition and ~~contractual rights.~~Measurement of Financial Assets and Financial Liabilities, in January 2016. This new guidance changes the accounting related to the classification and measurement of certain equity investments. Equity investments with readily determinable fair values must be measured at fair value. All changes in fair value will be recognized in net income as opposed to other comprehensive income. We ~~plan to use the modified retrospective method to adopt the new standard.~~adopted ASU 2016-01 effective January 1, 2018 and recognized a cumulative-effect adjustment increasing retained earnings by $1.1 million.

In ~~November~~October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which changes the timing of when certain intercompany transactions are recognized within the provision for income taxes. We adopted ASU 2016-16 effective January 1, 2018 using the modified retrospective method. As a result, we recognized a cumulative-effect adjustment increasing retained earnings attributable to Brink's by $0.7 million.

The FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, ~~which~~in November 2016. This new guidance requires entities to include restricted cash and restricted cash equivalent balances with cash and cash equivalent balances in the statement of cash flows. As such, inclusion of restricted cash impacts our operating activities, financing activities and the effect of exchange rate changes on cash. We adopted ASU 2016-18 ~~will impact~~effective January 1, 2018 using the ~~presentation~~retrospective transition method. The adoption of ~~our~~this ASU changed previously reported amounts in the condensed consolidated statement of cash flows ~~will be effective January 1, 2018,~~for the six months ended June 30, 2017. Net cash provided by operating activities increased $23.4 million, net cash provided by financing activities increased $1.8 million and ~~requires using a retrospective transition method~~the negative effect of exchange rate changes on cash decreased $7.0 million as compared to ~~adopt~~previously reported amounts for the ~~standard.~~prior year period.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require the recognition of assets and liabilities by lessees for certain leases classified as operating leases under current accounting guidance and also requires expanded disclosures regarding leasing activities. ASU 2016-02 will be effective January 1, 2019 and we are required to use the modified retrospective method to adopt the new standard. We completed the initial assessment phase of the project at the end of 2017 and are ~~assessing~~currently in progress with our completeness assessment, data extraction, process redesign and system implementation related to the lease tool that has recently been selected. As such, we are not yet in a position to quantify the impact although we expect that adoption will result in a significant increase in total assets and total liabilities.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies the application of hedge accounting guidance to better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, and eases certain hedge effectiveness assessment requirements. The guidance is effective January 1, 2019 with early adoption permitted. We are currently evaluating the impact of this guidance, including transition elections and required disclosures, on our financial statements and the timing of adoption.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”). The guidance is effective January 1, 2019 with early adoption permitted. We are currently evaluating the potential impact of the standard on financial ~~reporting.~~reporting and the timing of adoption.

Note 2 - Revenue from Contracts with Customers

Performance Obligations

We provide various services to meet the needs of our customers and we group these service offerings into three broad categories: Core Services, High-Value Services and Other Security Services.

Core Services

Cash-in-transit and ATM services are core services we provide to customers throughout the world. We charge customers per service performed or based on the value of goods transported. Cash-in-transit services generally involve the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks. ATM services are generally composed of management services, including cash replenishment and forecasting, remote monitoring, transaction processing, installation and maintenance.

High-Value Services

Our high-value services leverage our brand, global infrastructure and core services and include cash management services, global services and payment services. We offer a variety of cash management services such as currency and coin counting and sorting, deposit preparation and reconciliation, and safe device installation and servicing (including our CompuSafe^® service). Our global services business provides secure ground, sea and air transportation and storage of highly-valued commodities including diamonds, jewelry, precious metals and other valuables. We also provide payment services which include bill payment and processing services on behalf of utility companies and other billers plus general purpose reloadable prepaid cards and payroll cards.

Other Security Services

Our other security services feature the protection of airports, offices, warehouses, stores, and public venues in Europe and Brazil.

For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.

Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In ~~March 2016,~~those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the ~~FASB issued ASU 2016-09,~~goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.

Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60 days of the invoice date.

Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided to the customer based on the contractual rate at which we have the right to invoice the customer for each action.

Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.

Revenue Disaggregated by Reportable Segment and Type of Service



(In millions)	Core Services		High-Value Services	Other Security Services	Total
Three months ended June 30, 2018

Reportable Segments:
North America	$	189.8	134.2	—	324.0
South America	113.9		116.2	3.2	233.3
Rest of World	88.3		128.9	49.6	266.8
Total reportable segments	392.0		379.3	52.8	824.1

Not Allocated to Segments:
Venezuela	7.7		17.9	—	25.6
Total	$	399.7	397.2	52.8	849.7

Three months ended June 30, 2017

Reportable Segments:
North America	$	182.9	128.1	—	311.0
South America	97.0		104.6	3.0	204.6
Rest of World	77.1		117.0	49.9	244.0
Total reportable segments	357.0		349.7	52.9	759.6

Not Allocated to Segments:
Venezuela	24.3		22.0	—	46.3
Total	$	381.3	371.7	52.9	805.9

Six months ended June 30, 2018

Reportable Segments:
North America	$	379.8	264.3	—	644.1
South America	239.3		242.7	6.1	488.1
Rest of World	181.9		259.3	104.0	545.2
Total reportable segments	801.0		766.3	110.1	1,677.4

Not Allocated to Segments:
Venezuela	18.4		33.0	—	51.4
Total	$	819.4	799.3	110.1	1,728.8

Six months ended June 30, 2017

Reportable Segments:
North America	$	355.2	260.4	—	615.6
South America	193.8		206.0	7.0	406.8
Rest of World	155.8		228.0	93.7	477.5
Total reportable segments	704.8		694.4	100.7	1,499.9

Not Allocated to Segments:
Venezuela	48.4		46.0	—	94.4
Total	$	753.2	740.4	100.7	1,594.3

The majority of our revenues from contracts with customers are earned by providing services and these performance obligations are satisfied over time. Smaller amounts of revenues are earned from selling goods, such as safes, to customers where the performance obligations are satisfied at a point in time.

Certain of our high-value services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices. Revenues related to the leasing of these assets are recognized in accordance with ASC 840, ~~Improvements to Employee Share-Based Payment Accounting~~Leases, but are included in the above table as the amounts are a small percentage of overall revenues.

Contract Balances

Contract Asset

Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the customer within a monthly period. For certain customer contracts, the timing of our performance may precede our right to invoice the customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in South America, negotiate annual price adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same period in which ~~simplifies how certain features~~the related services are performed. As the estimate of the ultimate transaction price changes, we recognize a cumulative catch-up adjustment for the change in estimate.

Contract Liability

For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability.

The opening and closing balances of receivables, contract assets and contract liabilities related to ~~share-based payments~~contracts with customers are ~~accounted for and presented~~as follows:



(In millions)	Receivables			Contract Asset	Contract Liability

Opening (January 1, 2018)	$	642.3		0.4	5.6
Closing (June 30, 2018)	595.7			0.8	4.4
Increase (decrease)	$	(46.6	)	0.4	(1.2	)

The amount of revenue recognized in the ~~financial statements.~~ six months ended June 30, 2018 that was included in the January 1, 2018 contract liability balance was $4.9 million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year.

We also recognized revenue of $0.6 million in the six months ended June 30, 2018 from performance obligations satisfied in the prior year. This amount is a result of changes in the transaction price of our contracts with customers.

Contract Costs

Sales commissions directly related to obtaining new contracts with customers qualify for capitalization. These capitalized costs are amortized to expense ratably over the term of the contracts. At June 30, 2018, the net capitalized costs to obtain contracts was $1.6 million, which is included in other assets on the condensed consolidated balance sheet. Amortization expense was not significant and there were no impairment losses recognized related to these contract costs in the first six months of 2018.

Practical Expedients

For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of services that will be provided to customers over the term is not known at inception of these contracts. Therefore, while the rate per unit of service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures. As a result, we have elected to ~~early adopt this ASU in~~use the ~~fourth quarter of 2016 and, per the requirements of the pronouncement, we applied the amendments~~optional exemption related to the ~~beginning~~disclosure of ~~2016. Under~~transaction prices, amounts allocated to remaining performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.

We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.

Impact on Reported Amounts

We adopted ASU ~~2016-09, accounting changes adopted~~2014-09, Revenue From Contracts with Customers, effective January 1, 2018 using the modified retrospective ~~method must be calculated as of the beginning of 2016 and reported as a cumulative-effect adjustment.~~method. As a result, we recognized a ~~$0.2 million~~ cumulative-effect adjustment to January 1, ~~2016~~2018 retained ~~earnings for previously unrecognized excess tax benefits. We have elected to continue our~~earnings. Comparative prior year period amounts are reported in accordance with previous accounting policy of estimating forfeitures and, therefore, we did not recognize any cumulative-effect adjustment related to forfeitures. ASU 2016-09 requires that accounting changes adopted using the prospective method should be reported in the applicable interim periods of 2016. We did not have any material changes to previously reported interim financial information in 2016 as it relates to the recognition of excess tax benefits in the statement of operations or the classification of excess tax benefits in the statement of cash flows. In the first six months of 2017, the accounting under this ASU resulted in the recognition of $5.5 million in excess tax benefits.

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~, which requires an entity to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. We elected to early adopt this ASU in the first quarter of 2017 using the retrospective transition method for the periods presented. As a result, the condensed consolidated statements of operations have been updated to reflect this guidance.

standards. The adoption of ~~this ASU resulted in a change in certain previously~~the new revenue recognition standard impacted our reported amounts in the first half of 2016 condensed consolidated statement of operations. Cost of revenues decreased $16.5 million, selling, general and administrative expenses decreased $3.3 million and operating profit2018 as well as interest and other income (expense) increased $19.8 million compared to previously reported first half of 2016 amounts. The early adoption of this ASU had no impact on the previously reported loss from continuing operations or net loss for the prior year periods.follows:



(In millions)	As reported			Impact of New Revenue Recognition Standard		Pro Forma under Old Revenue Recognition Standard
Three months ended June 30, 2018

Statement of Operations
Revenues	$	849.7		(0.3	)	850.0
Operating profit	61.7			(0.7	)	62.4
Net income (loss) attributable to Brink's	(107.9		)	(0.4	)	(107.5	)

Six months ended June 30, 2018

Statement of Operations
Revenues	$	1,728.8		2.7		1,726.1
Operating profit	126.5			0.4		126.1
Net income (loss) attributable to Brink's	(85.6		)	0.2		(85.8	)

As of June 30, 2018
Balance Sheet
Prepaid expenses and other assets	$	151.6		0.8		150.8
Other assets	166.4			1.6		164.8
Retained earnings	467.4			1.7		465.7

Note 23 - Segment information

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

Core services include:

Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables

ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services

High-value services include:

Global Services – secure international transportation of valuables

Cash Management Services


◦	Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services


◦	Safe and safe control device installation and servicing (including our patented CompuSafe^® service)


◦	~~Check and cash processing~~Vaulting services ~~for banking customers (“Virtual Vault Services”)~~


◦	Check imaging services for banking customers

Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated payment locations in ~~Latin America~~Brazil, Colombia, Panama and Mexico and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.

Other security services include:

Commercial Security Systems Services – design and installation of security systems in designated markets in Europe

Guarding Services – protection of airports, offices, and certain other locations in Europe and Brazil with or without electronic surveillance, access control, fire prevention and highly trained patrolling personnel

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to our operating segments based on a profit or loss measure which, at the reportable segment level, excludes the following:

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

Other items not allocated to segments - certain significant items such as reorganization and restructuring actions that are evaluated on an individual basis by management and are not considered part of the ongoing activities of the ~~business. Results~~business are excluded from segment results. Prior to deconsolidation (see Note 1), results from Venezuela operations ~~are~~were also excluded from our segment results due to ~~management’s inability to allocate, generate or redeploy resources in-country or globally.~~the Venezuelan government's restrictions that have prevented us from repatriating funds. We also exclude certain costs, gains and losses related to acquisitions and dispositions ~~that~~of assets and of businesses. Incremental third party costs incurred related to the mitigation of material weaknesses and the implementation and adoption of ASU 2016-02, the new lease accounting standard effective for us January 1, 2019, are ~~special in nature. For additional information about these reconciling items see "Other Items Not Allocated to Segment" on pages 32-33.~~also excluded from segment results.

During the first quarter of 2017, we implemented changes to our organizational and management structure that resulted in changes to our operating segments for financial reporting purposes. Through the fiscal year ended December 31, 2016, our business was reported in nine operating segments: U.S., France, Mexico, Brazil, Canada, Latin America, EMEA, Asia and Payment Services. Changes in our management reporting structure during the first quarter of 2017 required us to conduct an assessment in accordance with ASC Topic 280, ~~Segment Reporting, to determine our operating segments.~~

~~As a result of this assessment, we now~~We have ~~the following~~three operating segments:

North America

South America

Rest of ~~World (ROW).~~

World.

The following table summarizes our revenues and segment profit for each of our reportable segments and reconciles these amounts to consolidated revenues and operating profit:

Revenues Operating Profit
Three Months Ended June 30, Three Months Ended June 30,
(In millions) 2017 2016 2017 2016
Reportable Segments:
North America $ 311.0
300.8
$ 16.7
3.8
South America 204.6
170.1
35.7
21.3
Rest of World 244.0
245.6
25.1
27.5
Total reportable segments 759.6
716.5
77.5
52.6

Reconciling Items:
Corporate expenses:
General, administrative and other expenses —
—
(18.3 ) (16.1 )
Foreign currency transaction gains (losses) —
—
1.4
1.4
Reconciliation of segment policies to GAAP —
—
(0.9 ) 1.3
Other items not allocated to segments:

Venezuela operations 46.3
21.5
(4.5 ) 1.6
Reorganization and Restructuring —
—
(5.6 ) (2.1 )
Acquisitions and dispositions —
1.5
(1.3 ) (6.5 )
Total $ 805.9
739.5
$ 48.3
32.2

Revenues Operating Profit
Six Months Ended June 30, Six Months Ended June 30,
(In millions) 2017 2016 2017 2016
Reportable Segments:
North America $ 615.6
593.5
$ 26.9
7.5
South America 406.8
327.1
74.4
45.0
Rest of World 477.5
484.8
50.4
45.9
Total reportable segments 1,499.9
1,405.4
151.7
98.4

Reconciling Items:
Corporate expenses:
General, administrative and other expenses —
—
(37.5 ) (33.7 )
Foreign currency transaction gains (losses) —
—
0.2
2.7
Reconciliation of segment policies to GAAP —
—
(1.8 ) 4.5
Other items not allocated to segments:
Venezuela operations 94.4
53.6
16.6
4.3
Reorganization and Restructuring —
—
(9.7 ) (8.1 )
Acquisitions and dispositions —
2.3
(0.3 ) (12.4 )
Total $ 1,594.3
1,461.3
$ 119.2
55.7

~~See "Other Items Not Allocated to Segment" on pages 32~~–~~33 for explanations of each of the other items not allocated to segments.~~



	Revenues			Operating Profit
	Three Months Ended June 30,			Three Months Ended June 30,
(In millions)	2018		2017	2018			2017
Reportable Segments:
North America	$	324.0	311.0	$	26.1		16.8
South America	233.3		204.6	46.1			36.4
Rest of World	266.8		244.0	26.2			25.4
Total reportable segments	824.1		759.6	98.4			78.6

Reconciling Items:
Corporate expenses:
General, administrative and other expenses	—		—	(20.9		)	(18.3	)
Foreign currency transaction gains (losses)	—		—	(1.7		)	1.4
Reconciliation of segment policies to GAAP	—		—	0.4			(0.9	)
Other items not allocated to segments:
Venezuela operations	25.6		46.3	(1.2		)	(4.5	)
Reorganization and Restructuring	—		—	(4.5		)	(5.6	)
Acquisitions and dispositions	—		—	(7.4		)	(2.4	)
Reporting compliance^(a)	—		—	(1.4		)	—
Total	$	849.7	805.9	$	61.7		48.3


(a)	Accounting standard implementation and material weakness mitigation. Additional information provided at page 41.


				Revenues			Operating Profit
	Six Months Ended June 30,			Six Months Ended June 30,			Six Months Ended June 30,
(In millions)	2017		2016	2018		2017	2018			2017

Capital Expenditures by Reportable Segment
Reportable Segments:
North America	$	39.0	20.1	$	644.1	615.6	$	46.7		27.0
South America	15.3		7.3	488.1		406.8	101.7			75.6
Rest of World	10.1		12.4	545.2		477.5	51.8			50.8
Total reportable segments	64.4		39.8	1,677.4		1,499.9	200.2			153.4
Corporate items	5.5		2.7
Venezuela	1.2		2.5

Reconciling Items:
Corporate expenses:
General, administrative and other expenses				—		—	(52.0		)	(37.5	)
Foreign currency transaction gains (losses)				—		—	(2.2		)	0.2
Reconciliation of segment policies to GAAP				—		—	1.7			(1.8	)
Other items not allocated to segments:
Venezuela operations				51.4		94.4	2.3			16.6
Reorganization and Restructuring				—		—	(8.2		)	(9.7	)
Acquisitions and dispositions				—		—	(13.9		)	(2.0	)
Reporting compliance^(a)				—		—	(1.4		)	—
Total	$	71.1	45.0	$	1,728.8	1,594.3	$	126.5		119.2

Depreciation and Amortization by Reportable Segment
Depreciation and amortization of property and equipment:
North America	$	33.6	33.6
South America	10.6		9.0
Rest of World	14.6		15.0
Total reportable segments	58.8		57.6
Corporate items	5.7		5.4
Venezuela	0.8		0.3
Reorganization and Restructuring	1.5		—
Depreciation and amortization of property and equipment	66.8		63.3

Amortization of intangible assets:
North America	0.1		—
South America	1.2		1.1
Rest of World	0.4		0.7
Amortization of intangible assets	1.7		1.8
Total	$	68.5	65.1

June 30, December 31,
(In millions) 2017 2016

Assets held by Reportable Segment
North America $ 726.1
629.4
South America 462.3
371.4
Rest of World 721.4
621.8
Total reportable segments 1,909.8
1,622.6
Corporate items 335.7
321.3
Venezuela 43.5
50.9
Total $ 2,289.0
1,994.8


(a)	Accounting standard implementation and material weakness mitigation. Additional information provided at page 41.

Note 34 - Retirement benefits

Pension plans

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

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


	U.S. Plans					Non-U.S. Plans				Total				U.S. Plans					Non-U.S. Plans				Total
(In millions)	2017			2016		2017		2016		2017		2016		2018			2017		2018		2017		2018		2017

Three months ended June 30,

Service cost	$	—		—		2.8		2.7		2.8		2.7		$	—		—		2.6		2.8		2.6		2.8
Interest cost on projected benefit obligation	8.8			9.3		4.3		3.1		13.1		12.4		8.0			8.8		3.3		4.3		11.3		13.1
Return on assets – expected	(13.3		)	(13.6	)	(2.4	)	(2.5	)	(15.7	)	(16.1	)	(13.4		)	(13.3	)	(2.8	)	(2.4	)	(16.2	)	(15.7	)
Amortization of losses	6.1			6.2		1.3		1.2		7.4		7.4		6.9			6.1		1.0		1.3		7.9		7.4
Amortization of prior service cost	—			—		0.2		0.2		0.2		0.2		—			—		—		0.2		—		0.2
Settlement loss	—			—		0.5		0.6		0.5		0.6		—			—		0.5		0.5		0.5		0.5
Net periodic pension cost	$	1.6		1.9		6.7		5.3		8.3		7.2		$	1.5		1.6		4.6		6.7		6.1		8.3

Six months ended June 30,

Service cost	$	—		—		5.7		5.5		5.7		5.5		$	—		—		5.6		5.7		5.6		5.7
Interest cost on projected benefit obligation	17.6			18.5		9.1		6.5		26.7		25.0		16.0			17.6		7.3		9.1		23.3		26.7
Return on assets – expected	(26.6		)	(27.3	)	(4.8	)	(4.8	)	(31.4	)	(32.1	)	(26.8		)	(26.6	)	(5.7	)	(4.8	)	(32.5	)	(31.4	)
Amortization of losses	12.4			12.3		2.6		2.4		15.0		14.7		14.0			12.4		2.3		2.6		16.3		15.0
Amortization of prior service cost	—			—		0.4		0.2		0.4		0.2		—			—		0.2		0.4		0.2		0.4
Settlement loss	—			—		0.8		1.4		0.8		1.4		—			—		1.0		0.8		1.0		0.8
Net periodic pension cost	$	3.4		3.5		13.8		11.2		17.2		14.7		$	3.2		3.4		10.7		13.8		13.9		17.2

We did not make cash contributions to the primary U.S. pension plan in ~~2016~~2017 or the first six months of ~~2017.~~2018. Based on ~~current~~ assumptions as described in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, we do not expect to make any additional contributions to the primary U.S. pension ~~plan until 2021.~~plan.

Retirement benefits other than pensions

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

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


	UMWA Plans					Black Lung and Other Plans		Total				UMWA Plans					Black Lung and Other Plans		Total
(In millions)	2017			2016		2017	2016	2017		2016		2018			2017		2018	2017	2018		2017

Three months ended June 30,

Service cost	$	—		—		0.1	—	0.1		—		$	—		—		0.1	0.1	0.1		0.1
Interest cost on accumulated postretirement benefit obligations	4.7			4.8		0.8	0.7	5.5		5.5		4.2			4.7		0.9	0.8	5.1		5.5
Return on assets – expected	(4.1		)	(4.3	)	—	—	(4.1	)	(4.3	)	(4.2		)	(4.1	)	—	—	(4.2	)	(4.1	)
Amortization of losses	5.0			4.5		1.1	0.7	6.1		5.2		5.0			5.0		1.5	1.1	6.5		6.1
Amortization of prior service (credit) cost	(1.2		)	(1.2	)	0.3	0.4	(0.9	)	(0.8	)	(1.2		)	(1.2	)	0.3	0.3	(0.9	)	(0.9	)
Net periodic postretirement cost	$	4.4		3.8		2.3	1.8	6.7		5.6		$	3.8		4.4		2.8	2.3	6.6		6.7

Six months ended June 30,

Service cost	$	—		—		0.1	—	0.1		—		$	—		—		0.1	0.1	0.1		0.1
Interest cost on accumulated postretirement benefit obligations	9.1			9.4		1.5	1.3	10.6		10.7		8.7			9.1		1.6	1.5	10.3		10.6
Return on assets – expected	(8.3		)	(8.7	)	—	—	(8.3	)	(8.7	)	(8.4		)	(8.3	)	—	—	(8.4	)	(8.3	)
Amortization of losses	9.4			8.8		2.0	1.2	11.4		10.0		10.5			9.4		2.7	2.0	13.2		11.4
Amortization of prior service (credit) cost	(2.3		)	(2.3	)	0.8	0.9	(1.5	)	(1.4	)	(2.3		)	(2.3	)	0.6	0.8	(1.7	)	(1.5	)
Net periodic postretirement cost	$	7.9		7.2		4.4	3.4	12.3		10.6		$	8.5		7.9		5.0	4.4	13.5		12.3

The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in interest and other income (expense) in the condensed consolidated statements of operations.

Note 45 - Income taxes


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016		2018			2017		2018			2017
Continuing operations
Provision for income taxes (in millions)	$	17.3		14.5		$	31.7		23.9		$	18.6		17.3		$	30.0		31.7
Effective tax rate	56.0		%	81.0	%	36.9		%	89.2	%	(20.9		%)	56.0	%	(57.5		%)	36.9	%

Tax Reform

On December 22, 2017, the Tax Reform Act was enacted into law. The Tax Reform Act included a reduction in the federal tax rate for corporations from 35% to 21% as of January 1, 2018, a one-time transition tax on the cumulative undistributed earnings of foreign subsidiaries as of December 31, 2017, a repeal of the corporate alternative minimum tax, and more extensive limitations on deductibility of performance-based compensation for named executive officers. Other provisions effective as of January 1, 2018, which could materially impact the Company in the near-term, included the creation of a new U.S. minimum tax on foreign earnings called the Global Intangible Low-Taxed Income (“GILTI”) and limitations on the deductibility of interest expense.

Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Reform Act, the Company recorded provisional amounts as of December 31, 2017, in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”). We recorded a provisional one-time non-cash charge of $92 million in the fourth quarter of 2017 to remeasure the deferred tax assets for the new rate and for other legislative changes. We do not expect a U.S. federal current tax liability for the transition tax due to our high-tax foreign income, but we recorded a provisional $31.1 million foreign tax credit offset with a full valuation allowance related to the transition tax. We did not record a current state tax liability related to the transition tax in accordance with the interpretation of existing state laws and the provisional estimates. The Company has not yet adopted an accounting policy related to the provision of deferred taxes related to GILTI. We did not change our assertion on the determination of which subsidiaries that we consider to be permanently invested and for which we do not expect to repatriate to the U.S. as a result of the Tax Reform Act. We will continue to collect and analyze data, including the undistributed earnings of foreign subsidiaries and related taxes, interpret the Tax Reform Act and apply the additional guidance and legislative changes to be issued by the U.S. federal and state authorities and may be required to make adjustments to these provisional amounts. We have not recorded any changes to the 2017 provisional amount in the first six months of 2018 and will complete the 2017 accounting for the Tax Reform Act by the end of 2018 in accordance with SAB 118.

2018 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2018 was negative primarily due to the impact of Venezuela’s earnings and the related tax expense, including the largely nondeductible loss on the deconsolidation of the Venezuela operations. The items that cause the rate to be higher than the U.S. statutory rate include the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and the characterization of a French business tax as an income tax, partially offset by the significant tax benefits related to the distribution of share-based payments and a French income tax credit.

2017 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2017 was greater than the 35% U.S. statutory tax rate primarily due to the impact of Venezuela’s earnings and related tax expense, including the nondeductible expenses resulting from the currency devaluation, partially offset by the significant tax benefits related to the distribution of share-based payments. The other items that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

~~2016 Compared to U.S. Statutory Rate~~

~~The effective income tax rate on continuing~~

Note 6 - Acquisitions and Dispositions

Acquisitions

We did not acquire any business operations in the first six months of ~~2016~~2018. In 2017, we acquired six business operations in various countries. We accounted for these acquisitions as business combinations using the acquisition method. Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The condensed consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.

Maco Transportadora de Caudales S.A. (“Maco Transportadora”)

Argentine Cash in Transit (“CIT”) and Money Processing business

On July 18, 2017, we acquired 100% of the shares of Maco Transportadora for approximately $205 million. The total purchase price will be paid in cash and approximately $174 million was ~~greater than the 35% U.S. statutory tax rate primarily due~~paid to the ~~significant losses related~~sellers through June 30, 2018. The remaining amount will be paid in scheduled installments over the next two years with the final amount based partially on the retention of customer revenue versus a target revenue amount. This contingent consideration arrangement requires us to ~~operations~~pay a potential undiscounted amount between $0 to $30 million based on retaining the revenue levels of existing customers at the acquisition date. If there is a shortfall in revenues, a multiple of 2.5 is applied to the revenue shortfall and the contingent consideration to be paid to the former owners is reduced. We used a probability-weighted approach to estimate the fair value of the contingent consideration. The fair value of the contingent consideration reflected in the ~~Republic~~table below is the present value of ~~Ireland,~~the full $30 million potentially payable as of June 30, 2018 as we believe it is unlikely that the contingent consideration payments will be reduced for a revenue shortfall.

The Maco Transportadora business is being integrated into our existing Brink’s Argentina operations. Maco Transportadora has approximately 1,450 employees, 4 branches and over 150 armored vehicles across its operations.

We have provisionally estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the provisional purchase price may change in the future. There have been no significant changes to our fair value estimates of the net assets acquired for Maco Transportadora.



(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid through June 30, 2018	$	173.9
Fair value of future payments to sellers	1.9
Contingent consideration	28.7
Fair value of purchase consideration	$	204.5

Fair value of net assets acquired

Cash	$	10.3
Accounts receivable	16.6
Other current assets	0.6
Property and equipment, net	2.4
Intangible assets^(a)	60.2
Goodwill^(b)	147.6
Other noncurrent assets	0.1
Current liabilities	(11.8		)
Noncurrent liabilities	(21.5		)
Fair value of net assets acquired	$	204.5


(a)	Intangible assets are composed of customer relationships, trade name and non-competition agreements. Final allocation will be determined once the valuation is complete.


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

Other acquisitions in 2017

On March 14, 2017, we acquired 100% of the capital stock of American Armored Transport, Inc. ("AATI"). AATI provides secured trucking transportation of high-value cargo throughout the continental United States and is expected to complement our existing tractor trailer business in the United States.

On April 19, 2017, we acquired 100% of the capital stock of Muitofacil Holding Ltda., a Brazil-based holding company, and its subsidiary, Muitofacil Arrecadacao e Recebimento Ltda. (together "Pag Facil"). Pag Facil offers bank correspondent services, bill payment processing and mobile phone top-up services in Brazil and is expected to supplement our existing Brazilian payment services businesses.

On June 29, 2017, we acquired 100% of the capital stock of Global Security S.A. (“LGS”). LGS is a Chilean security company specializing in CIT and ATM services and will be integrated into our existing Brink’s Chile operations.

On August 14, 2017, we acquired 100% of the capital stock of Maco Litoral, S.A., (“Maco Litoral”) an Argentina-based company which ~~no tax benefit can~~provides CIT and ATM services.

On October 31, 2017, we acquired 100% of the shares of Temis S.A.S. and its wholly-owned subsidiaries, Les Goelands S.A.S. and Temis Conseil et Formation S.A.R.L (together "Temis"). The Temis business provides CIT and Money Processing services in France and will be ~~recorded,~~integrated into our existing Brink's France operations.

The aggregate purchase price of these five business acquisitions (AATI, Pag Facil, LGS, Maco Litoral and Temis) was approximately $155 million. These five acquired operations employ approximately 1,700 people in the aggregate.

For these five business acquisitions (AATI, Pag Facil, LGS, Maco Litoral and Temis), we have provisionally estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price, as a result, the allocation of the purchase price and the ~~nondeductible expenses resulting from~~amount of goodwill and intangibles may change in the ~~currency devaluation~~future. Our fair value estimates of acquisition date goodwill increased approximately $9 million, acquisition date intangible assets decreased approximately $10 million, and acquisition date noncurrent liabilities increased approximately $11 million as compared to our initial estimates in ~~Venezuela~~the period of acquisition. There have been no other significant changes to our fair value estimates of the net assets acquired for these acquisitions.



(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid through June 30, 2018	$	160.4
Indemnification asset	(9.6		)
Fair value of future payments to sellers	3.9
Fair value of purchase consideration	$	154.7

Fair value of net assets acquired

Cash	$	7.4
Accounts receivable	20.1
Property and equipment, net	14.0
Intangible assets ^(a)	40.6
Goodwill ^(b)	114.2
Other current and noncurrent assets	7.3
Current liabilities	(23.5		)
Noncurrent liabilities	(25.4		)
Fair value of net assets acquired	$	154.7


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

(b)

Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions have been assigned to the following reporting units: AATI (U.S.), Pag Facil (Brazil), LGS and Maco Litoral (South America), and Temis (France). We do not expect goodwill related to AATI, LGS, Maco Litoral or Temis to be deductible for tax purposes. If certain conditions are met in the future, goodwill related to Pag Facil will be deductible for tax purposes.

Pro Forma disclosures

The pro forma consolidated results of Brink’s presented below reflect a hypothetical ownership as of January 1, 2016 of the businesses we acquired during 2017. We did not acquire any business operations in the first six ~~months. The other items that cause~~months of 2018.



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

Actual results included in Brink's consolidated results for businesses acquired in 2017 from the date of acquisition

Three months ended June 30, 2018
Maco Transportadora	$	20.3	0.7
Other acquisitions^(a)	26.4		0.2
Total	$	46.7	0.9

Three months ended June 30, 2017
Maco Transportadora	$	—	—
Other acquisitions^(a)	6.4		0.5
Total	$	6.4	0.5

Six months ended June 30, 2018
Maco Transportadora	$	44.6	4.1
Other acquisitions^(a)	56.2		0.7
Total	$	100.8	4.8

Six months ended June 30, 2017
Maco Transportadora	$	—	—
Other acquisitions^(a)	7.0		0.6
Total	$	7.0	0.6

Pro forma results of Brink's for the three months ended June 30,
2018
Brink's as reported	$	849.7	(107.9	)
Maco Transportadora^(b)	—		—
Other acquisitions^(b)	—		—
Total	$	849.7	(107.9	)

2017
Brink's as reported	$	805.9	14.2
Maco Transportadora^(b)	26.9		2.9
Other acquisitions^(b)	19.1		1.7
Total	$	851.9	18.8

Pro forma results of Brink's for the six months ended June 30
2018
Brink's as reported	$	1,728.8	(85.6	)
Maco Transportadora^(b)	—		—
Other acquisitions^(b)	—		—
Total	$	1,728.8	(85.6	)

2017
Brink's as reported	$	1,594.3	48.9
Maco Transportadora^(b)	51.8		5.5
Other acquisitions^(b)	47.1		2.2
Total	$	1,693.2	56.6


(a)	Includes the actual results of AATI, Pag Facil, LGS, Maco Litoral and Temis.


(b)	Represents amounts prior to acquisition by Brink's in 2017. We did not acquire any business operations in the first six months of 2018.

Acquisition costs

We have incurred $2.1 million in transaction costs related to business acquisitions in the ~~rate~~first six months of 2018 ($0.7 million in the first six months of 2017). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.

Pending Acquisitions

In January 2018, we announced an agreement to ~~be higher than~~purchase Rodoban Transportes Aereos e Terrestres Ltda., Rodoban Servicos e Sistemas de Seguranca Ltda., and Rodoban Seguranca e Transporte de Valores Ltda. (together "Rodoban") in Brazil for approximately $145 million. Rodoban provides cash-in-transit, money processing and ATM services and generates annual revenues of approximately $80 million.

In May 2018, we announced an agreement to purchase Dunbar Armored, Inc. ("Dunbar") for approximately $520 million. Dunbar is the ~~U.S. statutory rate include~~fourth largest cash management company in the ~~seasonality~~United States and generates annual revenues of ~~book losses for which no tax benefit can be recorded, nondeductible expenses~~approximately $390 million.

These acquisitions are subject to customary closing conditions and regulatory approval and are both expected to close by the end of 2018.

Dispositions

On June 1, 2018, we sold 100% of our ownership interest in ~~Mexico, taxes on undistributed earnings and the characterization of~~ a French airport security services company for a net sales price of approximately $14 million. We recognized a $10.3 million gain on the sale of this business, ~~tax as an~~which is reported in interest and other income ~~tax, partially offset by~~(expense) in the ~~geographical mix~~condensed consolidated statements of ~~earnings~~operations. The French airport security services company was part of the Rest of World reportable segment and ~~a French income tax credit.~~reported revenues of $79 million in 2017.

Note 57 - Accumulated other comprehensive income (loss)

Other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive loss into earnings, was as follows:


	Amounts Arising During the Current Period					Amounts Reclassified to Net Income (Loss)						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)		Pretax			Income Tax		Pretax		Income Tax		Total Other Comprehensive Income (Loss)
Three months ended June 30, 2018

Amounts attributable to Brink's:
Benefit plan adjustments												$	1.3		0.2		22.9		(3.4	)	21.0
Foreign currency translation adjustments^(d)												(138.2		)	—		107.2		(0.5	)	(31.5	)
Gains (losses) on cash flow hedges												0.2			(0.1	)	—		—		0.1
												(136.7		)	0.1		130.1		(3.9	)	(10.4	)

Amounts attributable to noncontrolling interests:
Benefit plan adjustments												—			—		(0.2	)	—		(0.2	)
Foreign currency translation adjustments												(0.8		)	—		—		—		(0.8	)
												(0.8		)	—		(0.2	)	—		(1.0	)

Total
Benefit plan adjustments^(a)												1.3			0.2		22.7		(3.4	)	20.8
Foreign currency translation adjustments^(d)												(139.0		)	—		107.2		(0.5	)	(32.3	)
Gains (losses) on cash flow hedges^(c)												0.2			(0.1	)	—		—		0.1
												$	(137.5	)	0.1		129.9		(3.9	)	(11.4	)

Three months ended June 30, 2017

Amounts attributable to Brink's:
Benefit plan adjustments	$	(2.8	)	0.2		13.2		(4.5	)	6.1		$	(2.8	)	0.2		13.2		(4.5	)	6.1
Foreign currency translation adjustments	7.6			—		—		—		7.6		7.6			—		—		—		7.6
Unrealized gains (losses) on available-for-sale securities	0.7			(0.2	)	(0.2	)	0.1		0.4		0.7			(0.2	)	(0.2	)	0.1		0.4
Gains (losses) on cash flow hedges	—			—		(0.1	)	—		(0.1	)	—			—		(0.1	)	—		(0.1	)
	5.5			—		12.9		(4.4	)	14.0		5.5			—		12.9		(4.4	)	14.0

Amounts attributable to noncontrolling interests:
Benefit plan adjustments	—			—		0.1		—		0.1		—			—		0.1		—		0.1
Foreign currency translation adjustments	(1.9		)	—		—		—		(1.9	)	(1.9		)	—		—		—		(1.9	)
	(1.9		)	—		0.1		—		(1.8	)	(1.9		)	—		0.1		—		(1.8	)

Total
Benefit plan adjustments^(a)	(2.8		)	0.2		13.3		(4.5	)	6.2		(2.8		)	0.2		13.3		(4.5	)	6.2
Foreign currency translation adjustments	5.7			—		—		—		5.7		5.7			—		—		—		5.7
Unrealized gains (losses) on available-for-sale securities^(b)	0.7			(0.2	)	(0.2	)	0.1		0.4		0.7			(0.2	)	(0.2	)	0.1		0.4
Gains (losses) on cash flow hedges^(c)	—			—		(0.1	)	—		(0.1	)	—			—		(0.1	)	—		(0.1	)
	$	3.6		—		13.0		(4.4	)	12.2		$	3.6		—		13.0		(4.4	)	12.2

Three months ended June 30, 2016

Amounts attributable to Brink's:
Benefit plan adjustments	$	(0.8	)	0.2		12.6		(4.5	)	7.5
Foreign currency translation adjustments	(3.5		)	—		—		—		(3.5	)
Unrealized gains (losses) on available-for-sale securities	0.3			(0.2	)	(0.5	)	0.2		(0.2	)
Gains (losses) on cash flow hedges	(1.2		)	0.4		1.1		(0.3	)	—
	(5.2		)	0.4		13.2		(4.6	)	3.8

Amounts attributable to noncontrolling interests:
Benefit plan adjustments	—			—		0.2		—		0.2
Foreign currency translation adjustments	—			—		—		—		—
	—			—		0.2		—		0.2

Total
Benefit plan adjustments^(a)	(0.8		)	0.2		12.8		(4.5	)	7.7
Foreign currency translation adjustments	(3.5		)	—		—		—		(3.5	)
Unrealized gains (losses) on available-for-sale securities^(b)	0.3			(0.2	)	(0.5	)	0.2		(0.2	)
Gains (losses) on cash flow hedges^(c)	(1.2		)	0.4		1.1		(0.3	)	—
	$	(5.2	)	0.4		13.4		(4.6	)	4.0


	Amounts Arising During the Current Period					Amounts Reclassified to Net Income (Loss)						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)		Pretax			Income Tax		Pretax		Income Tax		Total Other Comprehensive Income (Loss)
Six months ended June 30, 2018

Amounts attributable to Brink's:
Benefit plan adjustments												$	0.3		0.5		37.7		(6.8	)	31.7
Foreign currency translation adjustments^(d)												(138.1		)	—		107.2		(0.5	)	(31.4	)
Gains (losses) on cash flow hedges												0.6			(0.2	)	—		—		0.4
												(137.2		)	0.3		144.9		(7.3	)	0.7

Amounts attributable to noncontrolling interests:
Benefit plan adjustments												—			—		—		—		—
Foreign currency translation adjustments												0.1			—		—		—		0.1
												0.1			—		—		—		0.1

Total
Benefit plan adjustments^(a)												0.3			0.5		37.7		(6.8	)	31.7
Foreign currency translation adjustments^(d)												(138.0		)	—		107.2		(0.5	)	(31.3	)
Gains (losses) on cash flow hedges^(c)												0.6			(0.2	)	—		—		0.4
												$	(137.1	)	0.3		144.9		(7.3	)	0.8

Six months ended June 30, 2017

Amounts attributable to Brink's:
Benefit plan adjustments	$	(4.3	)	0.4		25.8		(9.0	)	12.9		$	(4.3	)	0.4		25.8		(9.0	)	12.9
Foreign currency translation adjustments	33.9			—		—		—		33.9		33.9			—		—		—		33.9
Unrealized gains (losses) on available-for-sale securities	0.9			(0.3	)	(0.2	)	0.1		0.5		0.9			(0.3	)	(0.2	)	0.1		0.5
Gains (losses) on cash flow hedges	(0.2		)	—		0.1		—		(0.1	)	(0.2		)	—		0.1		—		(0.1	)
	30.3			0.1		25.7		(8.9	)	47.2		30.3			0.1		25.7		(8.9	)	47.2

Amounts attributable to noncontrolling interests:
Benefit plan adjustments	—			—		0.3		—		0.3		—			—		0.3		—		0.3
Foreign currency translation adjustments	(1.0		)	—		—		—		(1.0	)	(1.0		)	—		—		—		(1.0	)
	(1.0		)	—		0.3		—		(0.7	)	(1.0		)	—		0.3		—		(0.7	)

Total
Benefit plan adjustments^(a)	(4.3		)	0.4		26.1		(9.0	)	13.2		(4.3		)	0.4		26.1		(9.0	)	13.2
Foreign currency translation adjustments	32.9			—		—		—		32.9		32.9			—		—		—		32.9
Unrealized gains (losses) on available-for-sale securities^(b)	0.9			(0.3	)	(0.2	)	0.1		0.5		0.9			(0.3	)	(0.2	)	0.1		0.5
Gains (losses) on cash flow hedges^(c)	(0.2		)	—		0.1		—		(0.1	)	(0.2		)	—		0.1		—		(0.1	)
	$	29.3		0.1		26.0		(8.9	)	46.5		$	29.3		0.1		26.0		(8.9	)	46.5

Six months ended June 30, 2016

Amounts attributable to Brink's:
Benefit plan adjustments	$	(1.9	)	0.5		24.9		(8.7	)	14.8
Foreign currency translation adjustments	13.6			—		—		—		13.6
Unrealized gains (losses) on available-for-sale securities	0.5			(0.2	)	(0.5	)	0.2		—
Gains (losses) on cash flow hedges	(2.2		)	0.5		1.8		(0.3	)	(0.2	)
	10.0			0.8		26.2		(8.8	)	28.2

Amounts attributable to noncontrolling interests:
Benefit plan adjustments	—			—		0.3		—		0.3
Foreign currency translation adjustments	0.7			—		—		—		0.7
	0.7			—		0.3		—		1.0

Total
Benefit plan adjustments^(a)	(1.9		)	0.5		25.2		(8.7	)	15.1
Foreign currency translation adjustments	14.3			—		—		—		14.3
Unrealized gains (losses) on available-for-sale securities^(b)	0.5			(0.2	)	(0.5	)	0.2		—
Gains (losses) on cash flow hedges^(c)	(2.2		)	0.5		1.8		(0.3	)	(0.2	)
	$	10.7		0.8		26.5		(8.8	)	29.2

(a)

The amortization of ~~prior experience~~actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service cost, interest cost, expected return on assets, and settlement losses. ~~Due to the adoption of ASU 2017-07 (see Note 1), total~~Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other income (expense):


	Three Months Ended June 30,			Six Months Ended June 30,			Three Months Ended June 30,			Six Months Ended June 30,
(In millions)	2017		2016	2017		2016	2018		2017	2018		2017
Total net periodic retirement benefit cost included in:
Cost of revenues	$	2.4	2.1	$	4.7	4.4	$	2.1	2.4	$	4.5	4.7
Selling, general and administrative expenses	0.5		0.6	1.1		1.1	0.6		0.5	1.2		1.1
Interest and other income (expense)	12.1		10.1	23.7		19.8	10.0		12.1	21.7		23.7

(b)

~~Gains~~Prior to adoption of ASU 2016-01 (see Note 1) in the first quarter of 2018, gains and losses on sales of available-for-sale securities ~~are~~were reclassified from accumulated other comprehensive loss to the ~~income statement~~condensed consolidated statements of operations when the gains or losses ~~are~~were realized. Pretax amounts ~~are~~were classified in the ~~income statement~~condensed consolidated statements of operations as interest and other income (expense).


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

other operating income (expense) ~~($0.2~~(no gains or losses in the three months ended June 30, 2018 and $0.2 million of gains in the three months ended June 30, ~~2017 and $0.8 million of losses in the three months ended June 30, 2016;~~2017; as well as no gains or losses in the six months ended June 30, ~~2017~~2018 and ~~$1.4 million of~~no gains or losses in the six months ended June 30, ~~2016)~~2017)

interest and other income (expense) ~~($0.1 million of~~(no gains or losses in the three months ended June 30, ~~2017~~2018 and $0.1 million of losses in the three months ended June 30, ~~2016;~~2017; as well as no gains or losses in the six months ended June 30, 2018 and $0.1 million of losses in the six months ended June 30, ~~2017 and $0.2 million of losses in the six months ended June 30, 2016)~~2017).


(d)	2018 foreign currency translation adjustment amounts reclassified to net income are due to the deconsolidation of Venezuela (see Note 1). 2018 foreign currency translation adjustment amounts arising during the current period reflect primarily the devaluation of the Argentine peso and Brazilian real.

The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:


(In millions)	Benefit Plan Adjustments			Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities		Gains (Losses) on Cash Flow Hedges		Total		Benefit Plan Adjustments			Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities		Gains (Losses) on Cash Flow Hedges	Total

Balance as of December 31, 2016	$	(559.6	)	(349.1	)	1.0		0.7		(907.0	)
Balance as of December 31, 2017												$	(601.0	)	(327.4	)	1.1		0.7	(926.6	)
Other comprehensive income (loss) before reclassifications	(3.9		)	33.9		0.6		(0.2	)	30.4		0.8			(138.1	)	—		0.4	(136.9	)
Amounts reclassified from accumulated other comprehensive loss	16.8			—		(0.1	)	0.1		16.8
Amounts reclassified from accumulated other comprehensive loss to net income (loss)												30.9			106.7		—		—	137.6
Other comprehensive income (loss) attributable to Brink's	12.9			33.9		0.5		(0.1	)	47.2		31.7			(31.4	)	—		0.4	0.7
Balance as of June 30, 2017	$	(546.7	)	(315.2	)	1.5		0.6		(859.8	)
Cumulative effect of change in accounting principle^(a)												—			—		(1.1	)	—	(1.1	)
Balance as of June 30, 2018												$	(569.3	)	(358.8	)	—		1.1	(927.0	)


(a)	We adopted ASU 2016-01 (see Note 1) effective January 1, 2018 and recognized a cumulative-effect adjustment to retained earnings.

Note 68 - Fair value of financial instruments

Investments in ~~Trading Securities and Available-for-sale Securities~~Mutual Funds

We have investments in mutual funds ~~designated as trading securities and as available-for-sale securities~~ that are carried at fair value in the financial statements. For these investments, fair value was ~~estimated~~ based on quoted market prices, which we have categorized as a Level 1 valuation.

Fixed-Rate Debt

The fair value and carrying value of our fixed-rate debt are as follows:


(In millions)	June 30, 2017		December 31, 2016	June 30, 2018		December 31, 2017

Unsecured notes issued in a private placement
Senior unsecured notes
Carrying value	$	78.6	85.7	$	600.0	600.0
Fair value	80.9		88.2	548.3		590.6

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

Forward and Swap Contracts

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At June 30, ~~2017,~~2018, the notional value of our shorter term outstanding foreign currency forward and swap contracts was ~~$32.4~~$156.5 million, with average maturities of approximately one month. These shorter term foreign currency forward and swap contracts primarily offset exposures in the ~~British pound, the~~ euro and the ~~new Taiwan dollar~~British pound and are not designated as hedges for accounting purposes. At June 30, ~~2017,~~2018, the fair value of these shorter term foreign currency contracts was ~~not significant.~~

~~In 2013, we entered into~~ a ~~longer term cross-currency swap to hedge against the change in value~~net liability of ~~a long-term intercompany loan denominated in Brazilian real. This longer term contract is designated as a cash flow hedge for accounting purposes. At June 30, 2017, the notional value~~$1.2 million, of ~~this contract~~which $0.3 million was ~~$4.7 million with a remaining weighted-average maturity of 0.3 years. At June 30, 2017, the fair value of this longer term swap contract was an asset of $1.9 million, which is~~ included in prepaid expenses and other and $1.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

In the first quarter of 2016, we entered into two interest rate swaps ~~with a total notional value of $40 million with a remaining weighted-average maturity of 2.0 years. These swaps were entered into to~~that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. At June 30, ~~2017,~~2018, the notional value of these contracts was $40 million with a remaining weighted-average maturity of 1.4 years. At June 30, 2018, the fair value of these interest rates swaps was a net asset of ~~$0.7~~$1.5 million, of which is$0.4 million was included in prepaid expenses and other and $1.1 million was included in other assets on the condensed consolidated balance sheet.

The fair values of these forward and swap contracts are ~~determined using Level 2 valuation techniques and are~~ based on the present value of net future cash payments and ~~receipts.~~ receipts, which we have categorized as a Level 2 valuation.

Contingent Consideration

The estimated fair value of our liabilities for contingent consideration represents the fair value of the potential amounts payable for our acquisition of Maco Transportadora. These contingent amounts will be paid in scheduled installments over the next two years with the final amounts based partially on the retention of customer revenue versus a target revenue amount. The contingent consideration arrangement requires us to pay potential undiscounted amounts between $0 to $30.3 million based on retaining the revenue levels of existing customers at the acquisition dates. If there is a shortfall in revenues, a multiple of 2.5 is applied to the revenue shortfall and the contingent consideration to be paid to the former owners is reduced.

We used a probability-weighted approach to estimate the fair value of these contingent consideration payments. The fair value of the contingent consideration is the present value of the full $30.3 million potentially payable as of June 30, 2018 as we believe it is unlikely that the contingent consideration payments will be reduced for a revenue shortfall.

At June 30, 2018, we had recognized contingent consideration liabilities of $29.5 million of which $15.0 million was included in accrued liabilities and $14.5 million in other on the condensed consolidated balance sheet. The fair value of these liabilities was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represent a Level 3 valuation. The significant inputs in the Level 3 valuation not supported by market activity included our probability assessments of expected future cash flows related to our acquisition of this entity during the period from acquisition to the estimated settlement date of the remaining payments. Subsequent to the respective acquisition dates to each measurement date, changes in these liabilities due to the passage of time and the corresponding impact of discounting as well as the impact of changes in exchange rates between the Argentine peso and the U.S. dollar, were recognized in earnings.

The contingent consideration payments may differ from the amounts that are ultimately paid, with any changes in the liabilities recorded in interest and other expense in our condensed consolidated statements of operations until the liabilities are settled.

Other Financial Instruments

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

There were no transfers in or out of any of the levels of the valuation hierarchy in the first six months of ~~2017.~~

2018.

Note 79 - Debt


	June 30,		December 31,	June 30,		December 31,
(In millions)	2017		2016	2018		2017
Debt:
Short-term borrowings
Uncommitted credit facilities	$	124.0	108.3
Restricted cash borrowings^(a)	26.1		22.3	$	14.6	27.0
Other	25.6		32.2	26.8		18.2
Total short-term borrowings	$	175.7	162.8	$	41.4	45.2

Long-term debt
Bank credit facilities:
Revolving Facility	$	164.5	55.8
Private Placement Notes ^(b)	78.5		85.6
Term loan ^(c)	63.1		65.6
Multi-currency revolving facility	4.1		3.6
Term loan A^(b)				$	479.2	491.4
Senior unsecured notes^(c)				591.6		591.2
Other	10.2		2.8	8.8		12.0
Capital leases	79.0		67.0	107.6		96.9
Total long-term debt	$	399.4	280.4	$	1,187.2	1,191.5

Total debt	$	575.1	443.2	$	1,228.6	1,236.7

Included in:
Current liabilities	$	212.3	195.6	$	94.7	97.1
Noncurrent liabilities	362.8		247.6	1,133.9		1,139.6
Total debt	$	575.1	443.2	$	1,228.6	1,236.7


(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 1012 for more details.


(b)	Amounts outstanding are net of unamortized debt costs of ~~$0.1~~$2.1 million as of June 30, ~~2017~~2018 and ~~$0.1~~$2.3 million as of December 31, ~~2016.~~2017.


(c)	Amounts outstanding are net of unamortized debt costs of ~~$0.1~~$8.4 million as of June 30, ~~2017~~2018 and ~~$0.2~~$8.8 million as of December 31, ~~2016.~~2017.

~~Short-Term Borrowings~~

~~Uncommitted Credit Facilities~~

In October 2016, we entered into a $100 million uncommitted credit facility. Borrowings under this facility have a maximum maturity of not more than 30 days. Interest on this facility is generally based on LIBOR plus a margin of 1.00%. As of June 30, 2017, $100 million was outstanding.

In February 2016, we entered into a $24 million uncommitted credit facility with an initial expiration date in February 2017. The facility was amended in February 2017, which extended the expiration date to February 2018. Interest on this facility is based on LIBOR plus a margin of 1.00%. As of June 30, 2017, $24 million was outstanding.

Long-Term Debt

~~Revolving~~Senior Secured Credit Facility

~~We have~~In October 2017, we entered into a ~~$525 million unsecured multi-currency revolving bank~~senior secured credit facility (the ~~“Revolving~~“Senior Secured Credit Facility”) ~~that matures in March 2020. The~~with Wells Fargo Bank, National Association, as administrative agent, consisting of a $1 billion Revolving ~~Facility’s interest rate is~~Credit Facility and a $500 million Term Loan Facility. Loans under the Revolving Credit Facility mature five years after the closing date (October 17, 2022) and loans under the Term Loan Facility amortize five percent annually and mature five years after the closing date. Interest rates for the Senior Secured Credit Facility are based on LIBOR plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow ~~funds~~money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of June 30, ~~2017, $361 million~~2018, $1 billion was available under the Revolving Credit Facility. ~~Amounts outstanding~~The obligations under the ~~Revolving~~Senior Secured Credit Facility asare secured by a first-priority lien on all or substantially all of ~~June 30, 2017, were denominated primarily in U.S. dollars~~the assets of the Company and tocertain of its domestic subsidiaries, including a ~~lesser extent in euros.~~first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.

The margin on both LIBOR and alternate base rate borrowings under the ~~Revolving~~Senior Secured Credit Facility is based on the Company’s consolidated net leverage ratio. The margin on LIBOR borrowings, which can range from ~~1.0%~~1.25% to ~~1.70% depending on either our credit rating or leverage ratio as defined within the Revolving Facility,~~2.50%, was ~~1.30%~~1.75% at June 30, ~~2017.~~2018. The margin on alternate base rate borrowings, ~~under the Revolving Facility ranges~~which can range from ~~0.0%~~0.25% to ~~0.70%.~~1.50%, was 0.75% as of June 30, 2018. We also pay an annual ~~facility~~commitment fee on unused portion the Revolving Credit Facility based on ~~our credit rating or~~ the Company’s consolidated net leverage ratio. The ~~facility~~commitment fee, which can range from ~~0.125%~~0.15% to ~~0.30% and~~0.40%, was ~~0.20% at June 30, 2017.~~

~~Private Placement Notes~~

As0.25% as of June 30, 2018.

Senior Unsecured Notes

In October 2017, we ~~had $79 million~~issued at par ten-year senior unsecured notes (the "Senior Notes") in the aggregate principal amount of ~~unsecured notes outstanding, which were issued through a private placement debt transaction (the “Notes”).~~$600 million. The Senior Notes ~~comprise $29 million in series A notes with a fixed~~will mature on October 15, 2027, bearing an annual interest rate of ~~4.57%~~4.625%. The Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and ~~$50 million~~future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

The Senior Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in ~~series~~the United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

~~B notes with a fixed interest rate~~

The aggregate proceeds from the Senior Secured Credit Facility and the Senior Notes were used in part to repay certain prior indebtedness and certain fees and expenses related to the closing of ~~5.20%. Annual principal payments under~~ the ~~series A notes began in January 2015~~transactions. Remaining net proceeds are expected to be used for working capital needs, capital expenditures, acquisitions and ~~continue through maturity. The series B notes are due in January 2021.~~other general corporate purposes.

~~Term Loan~~Letter of Credit Facilities and Bank Guarantee Facilities

We ~~entered into a $75~~have three committed letter of credit facilities totaling $104 million, ~~unsecured term loan in March 2015. Interest on this loan is based on LIBOR plus a margin~~ of ~~1.75%. Monthly principal payments began April 2015 and continue through to maturity, with the remaining balance of $34~~which approximately $44 million ~~due in March 2022. As of~~was available at June 30, ~~2017, the principal amount outstanding was $63 million.~~

~~Multi-currency Revolving and Other Facilities~~

~~As of~~2018. At June 30, ~~2017,~~2018, we had ~~one $20 million unsecured multi-currency revolving bank credit facility, of which $11 million was available. As of June 30, 2017, we had funded debt of $4 million and~~ undrawn letters of credit and guarantees of $5$60 million issued under ~~the multi-currency revolving bank~~these letter of credit facilities. The $40 million facility ~~which~~ expires in December 2018, the $10 million facility expires March ~~2019. Interest on this~~2019 and the $54 million facility is based on LIBOR plus a margin, which ranges from 1.0% to 1.7%. We also have the ability to borrow from other banks, at the banks' discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.expires in December 2019.

~~Letter of Credit Facilities~~

We have a $40 million uncommitted letter of credit facility that expires in ~~May 2018.~~September 2019. As of June 30, ~~2017, $5~~2018, $11 million was utilized. ~~We have two unsecured letter of credit facilities totaling $94 million, of which approximately $39 million was~~

The Senior Secured Credit Facility is also available at June 30, 2017. At June 30, 2017, we had undrawn letters of credit and guarantees of $55 million issued under these letter of credit facilities. A $40 million facility expires in December 2018 and a $54 million facility expires in December 2019. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

The ~~Revolving~~Senior Secured Credit Facility, ~~the~~Senior Unsecured Notes, the unsecured multi-currency revolving bank credit ~~facility, the uncommitted credit~~ facilities and the letter of credit facilities ~~and the unsecured term loan~~ contain ~~certain subsidiary guarantees and~~ various financial and other covenants. The financial covenants, among other things, limit our ~~total indebtedness,~~ability to provide liens, restrict ~~certain payments~~fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to ~~shareholders, limit priority debt,~~our fiscal year and to organizational documents, limit asset ~~sales,~~dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs. ~~These agreements do not provide for the acceleration of payments should our credit rating be reduced.~~ If we were not to comply with the terms of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all financial covenants at June 30, ~~2017.~~2018.

Note 810 - Share-based compensation plans

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

We have ~~granted~~outstanding share-based awards granted to employees under ~~the 2005 Equity Incentive Plan ("2005 Plan"),~~ the 2013 Equity Incentive Plan ("2013 Plan") and the 2017 Equity Incentive Plan (the "2017 Plan). These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan and the 2017 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. No further grants of awards will be made under the the 2013 Plan, although awards under ~~the 2013 Plan and under the 2005 Plan~~this prior plan remain outstanding.

We also have ~~granted~~outstanding deferred stock units granted to directors under the 2017 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.

Outstanding awards at June 30, ~~2017,~~2018, include performance ~~share units, market~~ share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Compensation Expense

Compensation expense is measured using the fair-value-based method. For employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date.

~~In February 2016,~~ For awards considered liability awards, compensation cost is based on the ~~Compensation and Benefits Committee~~change in the fair value of the ~~Board of Directors modified~~instrument for each reporting period and the terms of performance share units originally awarded or granted in 2013, 2014 and 2015 to reflect the impact of removing Venezuela operations from the Company’s segment results beginning in 2015. For eachpercentage of the affected performance share units, consolidated results for 2015 and each subsequent year within the respective performance period was or will be adjusted to reflect Venezuela results at the amount originally projected in the applicable performance target.~~No incremental compensation~~requisite service that has been rendered. Compensation cost associated with liability awards was not significant in the ~~modification has been recognized as~~six months ended June 30, 2018 or the ~~modified goal was and is expected to be more difficult to achieve and, in accordance with FASB ASC Topic 718,~~ ~~Compensation - Stock Compensation, we continue to recognize expense as calculated using the original performance goal.~~prior year period.

Compensation expenses are classified as selling, general and administrative expenses in the condensed consolidated statements of operations. Compensation expenses for the share-based awards were as follows:


	Compensation Expense					Compensation Expense					Compensation Expense					Compensation Expense
	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
(in millions)	2017			2016		2017			2016		2018			2017		2018			2017

Performance Share Units	$	1.9		1.0		$	4.5		2.3		$	2.7		1.9		$	6.6		4.5
Market Share Units	—			—		0.1			0.2		—			—		0.1			0.1
Restricted Stock Units	1.2			0.9		2.4			2.0		1.5			1.2		3.3			2.4
Deferred Stock Units and fees paid in stock	0.3			0.1		0.5			0.3		0.3			0.3		0.5			0.5
Stock Options	0.6			0.1		1.0			0.1		1.2			0.6		2.0			1.0
Share-based payment expense	4.0			2.1		8.5			4.9		5.7			4.0		12.5			8.5
Income tax benefit	(1.5		)	(0.7	)	(3.1		)	(1.7	)	(1.3		)	(1.5	)	(2.9		)	(3.1	)
Share-based payment expense, net of tax	$	2.5		1.4		$	5.4		3.2		$	4.4		2.5		$	9.6		5.4

Performance-Based Stock Options

In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition. In addition, some of the awards granted in 2016 contain a non-financial performance condition. We measure the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.

The following table summarizes performance-based stock option activity during the first six months of ~~2017:~~2018:


	Shares (in thousands)	Weighted-Average Grant-Date Fair Value		Shares (in thousands)	Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2016	580.9	$	6.01
Outstanding balance as of December 31, 2017				879.8	$	8.04
Granted	298.9	11.97		417.6	16.73
Forfeited	—	—		—	—
Exercised	—	—		—	—
Outstanding balance as of June 30, 2017	879.8	$	8.04
Outstanding balance as of June 30, 2018				1,297.4	$	10.83

Time-Based Stock Options

Prior to 2018, we granted time-based stock options that contain only a service condition. We measured the fair value of these time-based options at the grant date using a Black-Scholes-Merton option pricing model.

The following table summarizes time-based stock option activity during the first six months of 2018:



	Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2017	40.6		$	8.66
Granted	—		—
Forfeited	—		—
Exercised	(37.9	)	7.77
Outstanding balance as of June 30, 2018	2.7		$	21.09

Restricted Stock Units (“RSUs”)

We granted RSUs that contain only a service condition. We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

The following table summarizes RSU activity during the first six months of ~~2017:~~2018:


	Shares (in thousands)		Weighted-Average Grant-Date Fair Value		Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016	296.5		$	27.84
Nonvested balance as of December 31, 2017					265.8		$	39.80
Granted	98.8		52.56		81.8		72.33
Forfeited	(12.6	)	28.49		(3.2	)	54.85
Vested	(93.2	)	27.62		(94.6	)	35.83
Nonvested balance as of June 30, 2017	289.5		$	36.32
Nonvested balance as of June 30, 2018					249.8		$	51.77

Performance Share Units ("PSUs”)

Prior to 2016, we granted PSUs that contained a performance condition, a market condition and a service ~~condition. In 2017 and 2016,~~condition ("Prior PSUs"). After 2015, we granted Internal Metric PSUs ("IM PSUs") and Total Shareholder Return PSUs ("TSR PSUs").

IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the majority of the IM PSUs granted in ~~2017,~~2018, the performance period is from January 1, ~~2017~~2018 to December 31, ~~2019.~~2020.

TSR PSUs contain a market condition as well as a service condition. We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model. For the TSR PSUs granted in ~~2017,~~2018, the performance period is from January 1, ~~2017~~2018 to December 31, ~~2019.~~2020.

The following table summarizes all PSU activity during the first six months of ~~2017:~~2018:


	Shares (in thousands)		Weighted-Average Grant-Date Fair Value		Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016	603.2		$	28.02
Nonvested balance as of December 31, 2017					671.2		$	37.26
Granted	217.1		53.75		171.7		73.49
Forfeited	(14.0	)	29.14		(5.4	)	49.00
Vested^(a)	(134.3	)	24.39		(137.7	)	29.17
Nonvested balance as of June 30, 2017	672.0		$	37.04
Nonvested balance as of June 30, 2018					699.8		$	47.64


(a)	The vested Prior PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, ~~or plan provisions,~~ the actual shares earned and distributed for the performance period ended December 31, ~~2016~~2017 were ~~252.0.~~344.3.

Market Share Units ("MSUs”)

Prior to 2016, we granted MSUs that ~~contain~~contained a market condition as well as a service condition. We ~~measure~~measured the fair value of MSUs using a Monte Carlo simulation model.

The following table summarizes all MSU activity during the first six months of ~~2017:~~2018:


	Shares (in thousands)		Weighted-Average Grant-Date Fair Value		Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016	141.7		$	27.02
Nonvested balance as of December 31, 2017					74.2		$	30.37
Granted	—		—		—		—
Forfeited	—		—		—		—
Vested^(a)	(67.5	)	23.34		(74.2	)	30.37
Nonvested balance as of June 30, 2017	74.2		$	30.37
Nonvested balance as of June 30, 2018					—		$	—

(a)

The vested MSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, ~~or plan provisions,~~ the actual shares earned and distributed for the performance period ended December 31, ~~2016~~2017 were ~~81.8.~~111.3. No additional compensation expense was required to be recognized for the additional shares distributed, as the market condition was included in the ~~$23.34~~$30.37 grant date fair value.

Deferred Stock Units ("DSUs")

We granted DSUs to our independent directors. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, adjusted for a discount for dividends not received or accrued during the vesting period.

~~Grants~~Since 2015, our independent directors received grants of DSUs that vest and will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.

The following table summarizes all DSU activity during the first six months of ~~2017:~~2018:


	Shares (in thousands)		Weighted-Average Grant-Date Fair Value		Shares (in thousands)		Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2016	29.7		$	29.41
Nonvested balance as of December 31, 2017					10.9		$	60.80
Granted	12.7		60.80		12.5		74.43
Forfeited	(3.7	)	29.35		—		—
Vested	(26.0	)	29.42		(10.9	)	60.80
Nonvested balance as of June 30, 2017	12.7		$	60.80
Nonvested balance as of June 30, 2018					12.5		$	74.43

Note 911 - Shares used to calculate earnings per share


	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2017	2016	2017	2016	2018	2017	2018	2017

Weighted-average shares:
Basic^(a)	50.7	49.9	50.6	49.7	51.2	50.7	51.0	50.6
Effect of dilutive stock awards and options	0.9	0.4	0.9	—	—	0.9	—	0.9
Diluted	51.6	50.3	51.5	49.7	51.2	51.6	51.0	51.5

Antidilutive stock awards and options excluded from denominator	0.3	0.3	0.2	1.3	1.6	0.3	1.7	0.2

(a)

We have deferred compensation plans for directors and certain of our employees. For participants electing to defer compensation into common stock units, amounts owed to participants will be paid out in shares of Brink's common stock. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average units credited to employees and directors under the deferred compensation plans. Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the six months ended June 30, ~~2017,~~2018, and ~~0.5~~0.3 million in the three months and ~~0.5~~0.3 million in the six months ended June 30, ~~2016.~~2017.

Note 1012 - Supplemental cash flow information


	Six Months Ended June 30,			Six Months Ended June 30,
(In millions)	2017		2016	2018		2017
Cash paid for:
Interest	$	10.7	9.6	$	29.3	10.7
Income taxes, net	50.4		37.8	48.6		50.4

Non-cash Investing and Financing Activities

We acquired ~~$23.0~~$27.5 million in armored vehicles and other equipment under capital lease arrangements in the first six months of ~~2017~~2018 compared to ~~$12.7~~$23.0 million in armored vehicles and other equipment acquired under capital lease arrangements in the first six months of ~~2016.~~2017.

Restricted Cash (Cash Supply Chain ~~Services~~Services)

In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. As part of this service offering, we have entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements is used in the process of managing these customers' cash supply chains. The cash for which we have temporary title and the cash borrowed under these customer lending arrangements is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.

At June 30, ~~2017,~~2018, we held ~~$87.7~~$101.6 million of restricted cash ($~~26.1~~14.6 million represented short-term borrowings, ~~$58.2~~$57.0 million represented restricted cash held for customers, and ~~$3.4~~$30.0 million represented ~~deposit~~accrued liabilities). At December 31, ~~2016,~~2017, we held ~~$55.5~~$112.6 million of restricted cash ($~~22.3~~27.0 million represented short-term borrowings, ~~and $33.2~~$74.7 million represented restricted cash held for ~~customers)~~customers and $10.9 million represented accrued liabilities).

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.



	June 30,		December 31,
(In millions)	2018		2017
Cash and cash equivalents	$	548.5	614.3
Restricted cash	101.6		112.6
Total, cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	650.1	726.9

Note 1113 - Contingent matters

During the fourth quarter of 2015, we became aware of an investigation initiated by COFECE (the Mexican antitrust agency) related to potential anti-competitive practices among competitors in the cash logistics industry in Mexico (the industry in which Brink’s Mexican subsidiary, SERPAPROSA, is active). Because no legal proceedings have been initiated against SERPAPROSA, we cannot estimate the probability of loss or any range of estimate of possible loss at this time. It is possible that SERPAPROSA could become the subject of legal or administrative claims or proceedings, however, that could result in a loss that could be material to the Company’s results in a future period.

On March 21, 2016, The Bruce McDonald Holding Company, et al., filed a lawsuit in Circuit Court of Logan County, West Virginia against Addington, Inc. (“Addington”) and The Brink’s Company related to an Agreement of Lease dated September 19, 1978, between the Plaintiffs and Addington. Plaintiffs seek declaratory judgment and unspecified damages related to allegations that Addington failed to mine coal on the property leased from the Plaintiffs and failed to pay correct minimum royalties to the Plaintiffs. The Company denies the allegations asserted by the Plaintiffs, is vigorously defending itself in this matter, and has filed a counterclaim against the Plaintiffs related to Plaintiffs’ failure to consent to the assignment and subleasing the leasehold to others. Due to numerous uncertain and unresolved factors presented in this case, it is not possible to estimate a range of loss at this time and, accordingly, no accrual has been recorded in the Company’s financial statements.

~~In addition, we~~We are involved in various ~~other~~ lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. ~~Except as otherwise noted, we~~We do not believe that it is reasonably possible the ultimate disposition of any of the lawsuits currently pending against the Company ~~should~~could have a material adverse effect on our liquidity, financial position or results of operations.

Note 1214 - Reorganization and Restructuring

2016 Reorganization and Restructuring

In the fourth quarter of 2016, management implemented restructuring actions across our global business operations and our corporate functions. As a result of these actions, we recognized $18.1 million in related 2016 costs. We recognized an additional ~~$8.0~~$17.3 million in ~~the first six months of~~ 2017 under this restructuring for additional costs related to severance, asset-related adjustments, a benefit program termination and ~~asset-related adjustments. Severance actions are expected to reduce our global workforce by 800 to 900 positions.~~lease terminations. We ~~expect that the 2016 restructuring will result in $8 to $12~~recognized an additional $6.0 million in ~~2017 cost savings.~~the first six months of 2018 under this restructuring for severance costs and asset-related adjustments. We expect to incur additional costs between ~~$14~~$2 and ~~$18~~$4 million in future periods, primarily severance costs.

The following table summarizes the costs incurred, payments and utilization, and foreign currency exchange effects of the 2016 Reorganization and Restructuring:


(In millions)	Asset Related Adjustments			Severance Costs		Lease Terminations	Benefit Program Termination		Total		Asset Related Adjustments			Severance Costs		Lease Terminations		Benefit Program Termination		Total

Balance as of January 1, 2017	$	—		7.0		0.6	—		7.6		$	—		7.0		0.6		—		7.6
Expense (benefit)	2.1			3.7		—	2.2		8.0		2.1			3.7		—		2.2		8.0
Payments and utilization	(2.1		)	(6.9	)	0.1	(1.9	)	(10.8	)	(2.1		)	(6.9	)	0.1		(1.9	)	(10.8	)
Foreign currency exchange effects	—			0.1		—	—		0.1		—			0.1		—		—		0.1
Balance as of June 30, 2017	$	—		3.9		0.7	0.3		4.9		$	—		3.9		0.7		0.3		4.9

Balance as of January 1, 2018											$	—		1.6		0.4		—		2.0
Expense (benefit)											1.5			4.5		—		—		6.0
Payments and utilization											(1.5		)	(5.4	)	(0.2	)	—		(7.1	)
Foreign currency exchange effects											—			—		—		—		—
Balance as of June 30, 2018											$	—		0.7		0.2		—		0.9

~~Executive Leadership and Board~~Other Restructurings

Management routinely implements restructuring actions in targeted sections of ~~Directors Restructuring~~

~~In the fourth quarter~~our business. As a result of ~~2015,~~these actions, we recognized $1.8 million in costs related to the restructuring of executive leadership and the Board of Directors, which was announced in January 2016. We also recognized an additional $3.8 million in charges, primarily severance costs, in the first half of 2016.

~~2015 Reorganization and Restructuring~~

Brink's initiated a global restructuring of its business in the third quarter of 2015. We recognized $11.6 million in related 2015 costs related to employee severance, contract terminations, and property impairment. We recognized an additional $4.4$2.2 million in the first six months of ~~2016 related~~2018, primarily severance costs. For the current restructuring actions, we expect to ~~this restructuring for~~incur additional ~~severance~~ costs between $2 and ~~contract terminations. The 2015 Reorganization and Restructuring reduced the global workforce by approximately 1,100 positions and resulted in approximately $20~~$4 million in ~~2016 savings. The actions under this program were substantially completed by the end of 2016, with cumulative pretax charges of approximately $18 million.~~

~~Note 13 - Subsequent Events~~

In July 2017, we acquired 100% of the capital stock of Maco Transportadora de Caudales S.A. ("Maco") for approximately $209 million, with the final purchase price subject to post-closing adjustments and foreign exchange translation. Maco offers cash-in-transit and money processing operations in Argentina and will be integrated with our existing Argentina business. Over the last 12 months, Maco generated revenue of approximately $90 million. The provisional purchase accounting for this acquisition has not yet been completed.

We also announced in July 2017 that we have signed an exclusive agreement to negotiate the purchase of the Temis group of companies ("Temis") in France for approximately $71 million, subject to post-closing adjustments and foreign exchange translation. Temis provides cash-in-transit, money processing and ATM services and has generated revenue of approximately $50 million over the last 12 months. The acquisition is subject to customary closing conditions and is expected to close in the fourth quarter of 2017.

future periods.

THE BRINK’S COMPANY

and subsidiaries

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Cash-in-Transit (“CIT”) Services – armored vehicle transportation of valuables

ATM Services – replenishing and maintaining customers’ automated teller machines; providing network infrastructure services

Global Services – secure international transportation of valuables

Cash Management Services


◦	Currency and coin counting and sorting; deposit preparation and reconciliations; other cash management services


◦	Safe and safe control device installation and servicing (including our patented CompuSafe^® service)


◦	~~Check and cash processing~~Vaulting services ~~for banking customers (“Virtual Vault Services”)~~


◦	Check imaging services ~~for banking customers~~

Payment Services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated payment locations in ~~Latin America~~Brazil, Colombia, Panama, and Mexico and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.

Commercial Security Systems Services – design and installation of security systems in designated markets in Europe

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on an operating profit or loss measure, excluding income and expenses not allocated to segments.

~~As a result of this assessment, we now~~We have ~~the following~~three operating segments:

North America

South America

Rest of ~~World (ROW).~~World.

~~Prior period information has been revised to reflect our new segment structure.~~

RESULTS OF OPERATIONS

Consolidated Review

GAAP and 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 operating profit, income from continuing operations and earnings per share without certain income and expense items that do not reflect the ~~ordinary~~regular earnings of our operations. The non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. The non-GAAP adjustments used to reconcile our GAAP results are described on pages ~~32–33~~40–41 and are reconciled to comparable GAAP measures on pages ~~37–38.~~47–49.

Definition of Organic Growth

Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of acquisitions and dispositions and changes in currency exchange ~~rates (as described~~rates. See definitions on page ~~30) and the accounting effects of reporting Venezuela under highly inflationary accounting.~~38.


	Three Months Ended June 30,			%	Six Months Ended June 30,			%	Three Months Ended June 30,				%		Six Months Ended June 30,			%
(In millions, except for per share amounts)	2017		2016	Change	2017	2016		Change	2018			2017	Change		2018		2017	Change
GAAP
Revenues	$	805.9	739.5	9	1,594.3	1,461.3		9	$	849.7		805.9	5		1,728.8		1,594.3	8
Cost of revenues	628.9		596.1	6	1,239.2	1,185.0		5	666.8			628.9	6		1,360.4		1,239.2	10
Selling, general and administrative expenses	122.8		105.0	17	229.9	213.7		8	119.9			122.8	(2	)	243.0		229.9	6
Operating profit	48.3		32.2	50	119.2	55.7		fav	61.7			48.3	28		126.5		119.2	6
Income (loss) from continuing operations^(a)	14.3		0.3	fav	49.0	(2.8	)	fav	(107.8		)	14.3	unfav		(85.7	)	49.0	unfav
Diluted EPS from continuing operations^(a)	$	0.28	0.01	fav	0.95	(0.06	)	fav	$	(2.11	)	0.28	unfav		(1.68	)	0.95	unfav

Non-GAAP^(b)
Non-GAAP revenues	$	759.6	716.5	6	1,499.9	1,405.4		7	$	824.1		759.6	8		1,677.4		1,499.9	12
Non-GAAP operating profit	59.7		39.2	52	112.6	71.9		57	76.2			60.8	25		147.7		114.3	29
Non-GAAP income from continuing operations^(a)	32.9		19.7	67	62.1	35.1		77	38.6			34.1	13		72.4		64.1	13
Non-GAAP diluted EPS from continuing operations^(a)	$	0.64	0.39	64	1.21	0.70		73	$	0.74		0.66	12		1.39		1.24	12


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


(b)	Non-GAAP results are reconciled to the applicable GAAP results on pages ~~37–38.~~47–49.

Deconsolidation of Venezuela

Due to political and economic conditions in Venezuela, in the second quarter of 2018, we determined that we no longer met the accounting criteria for control over our Venezuelan operations. We expect these conditions to continue for the foreseeable future. Consequently, we began reporting the results of our investment in our Venezuelan subsidiaries using the cost method of accounting. We determined the fair value of our cost method investment in, and receivables from, our Venezuelan subsidiaries to be insignificant based on our expectations of dividend payments and settlements of such receivables in future periods. As a result, we deconsolidated our Venezuela subsidiaries and recognized a pretax loss of $126.7 million in the second quarter of 2018. This loss is excluded from our non-GAAP results.

GAAP Basis

Analysis of Consolidated Results: Second Quarter ~~2017~~2018 versus Second Quarter ~~2016~~2017

Consolidated Revenues Revenues increased ~~$66.4~~$43.8 million as organic growth in Venezuela ($~~81.8~~1,657.6 million), South America ($~~27.0~~40.5 million), North America ($~~11.2~~15.7 million), and Rest of World ($~~5.1~~3.3 million), and the favorable impact of acquisitions ~~and dispositions~~ ($~~1.5~~36.2 million) ~~was~~were partially offset by unfavorable changes in currency exchange rates ($~~60.2~~1,709.5 million). A significant portion of the reduction in revenues from currency exchange rates relates to the strengthening of the U.S. dollar against the Venezuela bolivar ($~~57.0~~1,678.3 million). Revenues increased ~~17%~~ on an organic basis due mainly to higher average selling prices in Venezuela and Argentina (including the effects of inflation) and organic revenue growth in Brazil and Mexico ~~primarily driven by retail~~from volume growth ~~in cash-in-transit services.~~and price increases. See above for our definition of “organic.”

Consolidated Costs and Expenses Cost of revenues increased 6% to ~~$628.9~~$666.8 million primarily due to the impact of acquisitions and inflation-based organic increases onin labor and other operational ~~costs.~~costs, partially offset by changes in currency exchange rates. Selling, general and administrative costs ~~increased 17%~~decreased 2% to ~~$122.8~~$119.9 million due primarily to ~~higher incentive-based compensation.~~changes in currency exchange rates, partially offset by organic increases in compensation costs and the impact of acquisitions.

Consolidated Operating Profit We believe our current operating profit margin in our North America segment is lower than our other segments and our competitors as our vehicle and labor expenses are too high. We are working to increase our operating profit margin by implementing productivity improvements aimed at reducing vehicle and labor expenses and by selling higher valued services. We expect our North America segment operating profit margin will be more comparable to our Rest of World segment in the future, but will not achieve the

same level as our South America segment, where profit margins are higher for us and our competitors due to market conditions. Operating profit increased ~~$16.1~~$13.4 million due mainly to:

organic increases in Venezuela ($590.1 million), South America ($~~15.4~~15.8 million), and North America ($~~12.9~~10.0 million), and ~~Venezuela ($5.8 million) and~~

the ~~exit~~favorable operating impact of ~~operations in Ireland~~business acquisitions ($~~4.0~~8.3 million), excluding intangible asset amortization and acquisition-related severance charges,

partially offset by:

unfavorable changes in currency exchange rates ($~~15.7~~602.7 million), including the effects of Venezuela and South America devaluations, and

higher ~~corporate expenses~~costs related to business acquisitions and dispositions ($~~4.5 million on an organic basis) due to higher incentive-based compensation~~5.0 million), primarily from the impact of intangible asset amortization and

~~organic decreases in Rest of World ($2.1 million).~~ acquisition-related severance charges.

~~mentioned above~~loss on deconsolidation of Venezuela operations ($126.7 million), higher interest expense ($9.8 million), and ~~lower~~slightly higher income tax expense ($1.3 million) and income attributable to noncontrolling interests ($~~3.8~~1.0 million), partially offset by ~~higher income tax~~the operating profit increase mentioned above and lower interest and other expense ($~~2.8~~3.3 million). Earnings per share from continuing operations was negative $2.11, down from $0.28 ~~up from $0.01~~ in ~~2016.~~the second quarter of 2017.

Analysis of Consolidated Results: First Half ~~2017~~2018 versus First Half ~~2016~~2017

Consolidated Revenues Revenues increased ~~$133.0~~$134.5 million as organic growth in Venezuela ($~~208.4~~1,995.7 million), South America ($~~53.1~~76.2 million), North America ($~~30.2~~20.9 million), and Rest of World ($~~9.9~~7.1 million) ~~was~~and the favorable impact of acquisitions ($87.1 million) were partially offset by unfavorable changes in currency exchange rates ($~~164.1 million) and the impact of acquisitions and dispositions ($4.5~~2,052.5 million). A significant portion of the reduction in revenues from currency exchange rates relates to the strengthening of the U.S. dollar against the Venezuela bolivar ($~~167.6~~2,038.7 million). Revenues increased ~~21%~~ on an organic basis due mainly to higher average selling prices in Venezuela and Argentina (including the effects of inflation) and organic revenue growth in ~~the U.S.~~Brazil and ~~Mexico. Organic growth in the U.S. was primarily~~Mexico from ~~the sale of onsite cash recyclers in the first quarter of 2017 and organic growth in Mexico was due to retail~~ volume growth ~~in cash-in-transit services.~~and price increases. See page 2735 for our definition of “organic.”

Consolidated Costs and Expenses Cost of revenues increased 5%10% to ~~$1,239.2~~$1,360.4 million primarily due to the impact of acquisitions and inflation-based organic increases onin labor and other operational costs, ~~as well as higher equipment costs from recycler sales.~~partially offset by changes in currency exchange rates. Selling, general and administrative costs increased 8%6% to ~~$229.9~~$243.0 million due primarily to ~~higher incentive-based~~organic increases in compensation costs and the impact of acquisitions, partially offset by changes in currency exchange rates.

Operating profit increased ~~$63.5~~$7.3 million due mainly to:

organic increases in Venezuela ($~~70.6~~581.4 million), South America ($~~30.2~~32.1 million), and North America ($~~19.8~~19.2 million), and ~~Rest of World ($3.9 million) and~~

the ~~exit~~favorable operating impact of ~~operations in Ireland~~business acquisitions ($~~11.5~~17.3 million), excluding intangible asset amortization and acquisition-related severance charges,

partially offset by:

unfavorable changes in currency exchange rates ($~~65.9~~615.4 million), including the effects of Venezuela and South America devaluations,

higher costs related to business acquisitions and dispositions ($11.9 million), primarily from the impact of intangible asset amortization and acquisition-related severance charges, and

higher corporate expenses ($~~10.2~~11.1 million on an organic basis) primarily due to higher ~~incentive-based compensation.~~security-related costs.

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders in ~~2017 increased $51.8~~2018 decreased $134.7 million to ~~$49.0~~negative $85.7 million primarily due to the loss on deconsolidation of Venezuela operations ($126.7 million), and higher interest expense ($20.0 million), partially offset by the operating profit increase mentioned above, ~~partially offset by higher~~lower interest and other expense ($1.4 million), lower income tax expense ($~~7.8~~1.7 million) and lower income attributable to noncontrolling interests ($1.6 million). Earnings per share from continuing operations was negative $1.68, down from $0.95 ~~up from negative $0.06~~ in ~~2016.~~the first half of 2017.

Non-GAAP Basis

Analysis of Consolidated Results: Second Quarter ~~2017~~2018 versus Second Quarter ~~2016~~2017

Non-GAAP Consolidated Revenues Non-GAAP revenues increased ~~$43.1~~$64.5 million ~~primarily due to~~as the favorable impact of acquisitions ($36.2 million) and organic growth in South America ($~~27.0~~40.5 million), North America ($~~11.2~~15.7 million), and Rest of World ($~~5.1~~3.3 million) ~~as well as the impact of acquisitions and dispositions ($3.0 million), partially~~were offset by the unfavorable impact of currency exchange rates ($~~3.2~~31.2 million). ~~The unfavorable currency impact was driven by the Argentine peso, euro, and Mexican peso, which was partially offset by the favorable impact of the Brazilian real.~~ Non-GAAP revenues increased 6%8% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Brazil and Mexico ~~primarily~~from volume growth and price increases. The unfavorable currency impact was driven by ~~retail volume growth in cash-in-transit services.~~the Argentine peso and Brazilian real and was partially offset by the favorable impact of the euro. See page 2735 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased ~~$20.5~~$15.4 million due mainly to:

organic increases in South America ($~~15.4~~15.8 million), and North America ($~~12.9~~10.0 million), and

the favorable operating impact of business acquisitions ($8.3 million),

partially offset by:

~~higher corporate expenses ($4.5 million on an organic basis) due to higher incentive-based compensation,~~

~~organic decreases in Rest of World ($2.1 million) and~~

unfavorable changes in currency exchange rates ($~~1.7~~16.1 million).

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders in ~~2017~~2018 increased ~~$13.2~~$4.5 million to ~~$32.9~~$38.6 million ~~primarily~~ due to the ~~non-GAAP~~ operating profit increase mentioned above and higher interest and other income ($3.9 million), partially offset by ~~the corresponding~~ higher ~~non-GAAP~~interest expense ($9.5 million) and higher income tax expense ($~~6.2~~5.2 million). ~~Non-GAAP earnings~~Earnings per share from continuing operations was ~~$0.64,~~$0.74, up from ~~$0.39~~$0.66 in ~~2016.~~the second quarter of 2017.

Analysis of Consolidated Results: First Half ~~2017~~2018 versus First Half ~~2016~~2017

Non-GAAP Consolidated Revenues Non-GAAP revenues increased ~~$94.5~~$177.5 million ~~primarily due to~~as the favorable impact of acquisitions ($87.1 million) and organic growth in South America ($~~53.1~~76.2 million), North America ($~~30.2~~20.9 million), and Rest of World ($~~9.9~~7.1 million)~~, as well as favorable changes in currency exchange rates ($3.5 million). The increase was partially~~ were offset by the unfavorable impact of ~~acquisitions and dispositions~~currency exchange rates ($~~2.2~~13.8 million). ~~The favorable currency impact was driven by the Brazilian real, which was mostly offset by the unfavorable impact of the Mexican peso, Argentine peso, and euro.~~ Non-GAAP revenues increased 7% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in ~~the U.S.~~Brazil and ~~Mexico. Organic growth in the U.S. was primarily~~Mexico from ~~the sale of onsite cash recyclers in the first quarter of 2017 and organic growth in Mexico was due to retail~~ volume growth ~~in cash-in-transit services.~~and price increases. The unfavorable currency impact was driven by the Argentine peso and Brazilian real and was partially offset by the favorable impact of the euro. See page 2735 for our definition of “organic.”

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased ~~$40.7~~$33.4 million due mainly to:

organic increases in South America ($~~30.2~~32.1 million), and North America ($~~19.8~~19.2 million), ~~and Rest of World ($3.9 million)~~ and

the favorable operating impact of business acquisitions ~~and dispositions~~ ($~~1.8~~17.3 million),

partially offset by:

unfavorable changes in currency exchange rates ($19.8 million), and

higher corporate expenses ($~~10.2~~11.1 million on an organic basis) due to higher ~~incentive-based compensation and~~

~~unfavorable changes in currency exchange rates ($4.8 million).~~security-related costs.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders in ~~2017~~2018 increased ~~$27.0~~$8.3 million to ~~$62.1~~$72.4 million ~~primarily~~ due to the ~~non-GAAP~~ operating profit increase mentioned above and higher interest and other income ($5.4 million), partially offset by ~~the corresponding~~ higher ~~non-GAAP~~interest expense ($19.5 million) and higher income tax expense ($~~13.0~~10.1 million). ~~Non-GAAP earnings~~Earnings per share from continuing operations was ~~$1.21,~~$1.39, up from ~~$0.70~~$1.24 in ~~2016.~~the first half of 2017.

Revenues and Operating Profit by Segment: Second Quarter ~~2017~~2018 versus Second Quarter ~~2016~~2017


				Organic		Acquisitions /						% Change							Organic		Acquisitions /						% Change
(In millions)	2Q'16			Change		Dispositions^(a)		Currency^(b)		2Q'17		Total		Organic		2Q'17			Change		Dispositions^(a)		Currency^(b)		2Q'18		Total		Organic
Revenues:
North America	$	300.8		11.2		2.7		(3.7	)	311.0		3		4		$	311.0		15.7		—		(2.7	)	324.0		4		5
South America	170.1			27.0		3.6		3.9		204.6		20		16		204.6			40.5		30.3		(42.1	)	233.3		14		20
Rest of World	245.6			5.1		(3.3	)	(3.4	)	244.0		(1	)	2		244.0			3.3		5.9		13.6		266.8		9		1
Segment revenues - GAAP and non-GAAP	716.5			43.3		3.0		(3.2	)	759.6		6		6
Segment revenues^(e)																759.6			59.5		36.2		(31.2	)	824.1		8		8

Other items not allocated to segments^(d)	23.0			81.8		(1.5	)	(57.0	)	46.3		fav		fav		46.3			1,657.6		—		(1,678.3	)	25.6		(45	)	fav
Revenues - GAAP	$	739.5		125.1		1.5		(60.2	)	805.9		9		17		$	805.9		1,717.1		36.2		(1,709.5	)	849.7		5		fav

Operating profit:
North America	$	3.8		12.9		0.3		(0.3	)	16.7		fav		fav		$	16.8		10.0		—		(0.7	)	26.1		55		60
South America	21.3			15.4		0.3		(1.3	)	35.7		68		72		36.4			15.8		6.9		(13.0	)	46.1		27		43
Rest of World	27.5			(2.1	)	(0.1	)	(0.2	)	25.1		(9	)	(8	)	25.4			(1.4	)	1.4		0.8		26.2		3		(6	)
Segment operating profit	52.6			26.2		0.5		(1.8	)	77.5		47		50		78.6			24.4		8.3		(12.9	)	98.4		25		31
Corporate^(c)	(13.4		)	(4.5	)	—		0.1		(17.8	)	33		34		(17.8		)	(1.2	)	—		(3.2	)	(22.2	)	25		7
Operating profit - non-GAAP	39.2			21.7		0.5		(1.7	)	59.7		52		55		60.8			23.2		8.3		(16.1	)	76.2		25		38

Other items not allocated to segments^(d)	(7.0		)	6.4		3.2		(14.0	)	(11.4	)	63		(91	)	(12.5		)	589.3		(4.7	)	(586.6	)	(14.5	)	16		fav
Operating profit (loss) - GAAP	$	32.2		28.1		3.7		(15.7	)	48.3		50		87
Operating profit - GAAP																$	48.3		612.5		3.6		(602.7	)	61.7		28		fav

Amounts may not add due to rounding.


(a)	~~Includes operating~~Non-GAAP amounts include the impact of prior year comparable period results for acquired and ~~gains/losses on acquisitions~~disposed businesses. GAAP results also include the impact of acquisition-related intangible amortization, restructuring and ~~dispositions of assets~~other charges, and ~~of businesses.~~disposition-related gains/losses.


(b)	The amounts in the “Currency” column consist of the effects of Venezuela devaluations and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.


(c)	Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.


(d)	See pages ~~32–33~~40–41 for more information.


(e)	Segment revenues equal our total reported non-GAAP revenues.

Analysis of Segment Results: Second Quarter ~~2017~~2018 versus Second Quarter ~~2016~~2017

North America

Revenues increased 3%4% ($~~10.2~~13.0 million) asprimarily due to 5% organic growth ($15.7 million) driven by price and volume growth in Mexico and price increases in the U.S. Operating profit increased $9.3 million primarily due to organic growth in Mexico and the U.S. Organic profit growth in Mexico was driven by price increases, higher volumes and labor-related productivity improvements. Organic profit growth in the U.S. was driven by price increases and lower labor costs and other productivity improvements.

South America

Revenues increased 14% ($28.7 million) primarily due to the favorable impact of 4%acquisitions ($~~11.2~~30.3 million) and 20% organic growth ($40.5 million), partially offset by the unfavorable impact of currency exchange rates ($42.1 million) mostly from the Argentine peso and Brazilian real. The organic growth was driven by inflation-based price increases in Argentina and price and volume growth in Brazil. Operating profit increased 27% ($9.7 million) driven by organic revenue growth in Argentina and Brazil and the favorable impact of acquisitions ($~~2.7~~6.9 million) ~~was~~, partially offset by ~~the negative impact of~~unfavorable currency ~~exchange rates~~ ($~~3.7~~13.0 million) ~~primarily from the Mexican peso and Canadian dollar. Organic growth was~~ driven by ~~Mexico, mainly due to retail volume in cash-in-transit services. Operating profit increased $12.9 million primarily due to organic growth in~~ the ~~U.S. from productivity improvement and lower vehicle costs and in Mexico from productivity improvement and price increases.~~Argentine peso.

~~South America~~Rest of World

Revenues increased ~~20%~~9% ($~~34.5~~22.8 million) ~~primarily~~ due to ~~16% organic growth ($27.0 million) driven by inflation-based price increases in Argentina, increased Global Services volume in Brazil,~~ the favorable impact of currency exchange rates ($~~3.9~~13.6 million), primarily from the euro, the favorable impact of acquisitions and dispositions ($5.9 million) and ~~acquisitions~~organic growth ($~~3.6~~3.3 million). The ~~favorable currency impact~~organic revenue growth was driven by ~~the Brazilian real.~~Israel and Greece, partially offset by a decrease in France due to pricing and volume pressure. Operating profit increased ~~68%~~3% ($~~14.4 million) driven by organic growth in Argentina and Brazil.~~

~~Rest of World~~

~~Revenues decreased 1% ($1.6~~0.8 million) due to the favorable impact of acquisitions and dispositions ($~~3.3~~1.4 million) and ~~unfavorable~~ currency ~~impact~~ ($~~3.4~~0.8 million) ~~primarily from the euro, partially offset by 2% organic growth ($5.1 million). The organic growth was driven by Asia~~, partially offset by an organic decrease ~~in France due to pricing pressure in cash management and cash-in-transit services. Operating profit decreased 9%~~ ($~~2.4~~1.4 million) due primarily to ~~an organic decrease in France in cash management and cash-in-transit services, partially offset by organic growth in Asia in both the core services and Global Services businesses.~~France.

Revenues and Operating Profit by Segment: First Half ~~2017~~2018 versus First Half ~~2016~~2017


				Organic		Acquisitions /						% Change						Organic		Acquisitions /						% Change
(In millions)	YTD '16			Change		Dispositions^(a)		Currency^(b)		YTD '17		Total		Organic	YTD '17			Change		Dispositions^(a)		Currency^(b)		YTD '18		Total		Organic
Revenues:
North America	$	593.5		30.2		3.4		(11.5	)	615.6		4		5	$	615.6		20.9		1.9		5.7		644.1		5		3
South America	327.1			53.1		3.6		23.0		406.8		24		16	406.8			76.2		66.9		(61.8	)	488.1		20		19
Rest of World	484.8			9.9		(9.2	)	(8.0	)	477.5		(2	)	2	477.5			7.1		18.3		42.3		545.2		14		1
Revenues - non-GAAP	1,405.4			93.2		(2.2	)	3.5		1,499.9		7		7
Segment revenues^(e)															1,499.9			104.2		87.1		(13.8	)	1,677.4		12		7

Other items not allocated to segments^(d)	55.9			208.4		(2.3	)	(167.6	)	94.4		69		fav	94.4			1,995.7		—		(2,038.7	)	51.4		(46	)	fav
Revenues - GAAP	$	1,461.3		301.6		(4.5	)	(164.1	)	1,594.3		9		21	$	1,594.3		2,099.9		87.1		(2,052.5	)	1,728.8		8		fav

Operating profit:
North America	$	7.5		19.8		0.4		(0.8	)	26.9		fav		fav	$	27.0		19.2		0.3		0.2		46.7		73		71
South America	45.0			30.2		0.3		(1.1	)	74.4		65		67	75.6			32.1		14.2		(20.2	)	101.7		35		42
Rest of World	45.9			3.9		1.1		(0.5	)	50.4		10		8	50.8			(4.3	)	2.8		2.5		51.8		2		(8	)
Segment operating profit	98.4			53.9		1.8		(2.4	)	151.7		54		55	153.4			47.0		17.3		(17.5	)	200.2		31		31
Corporate^(c)	(26.5		)	(10.2	)	—		(2.4	)	(39.1	)	48		38	(39.1		)	(11.1	)	—		(2.3	)	(52.5	)	34		28
Operating profit - non-GAAP	71.9			43.7		1.8		(4.8	)	112.6		57		61	114.3			35.9		17.3		(19.8	)	147.7		29		31

Other items not allocated to segments^(d)	(16.2		)	73.8		10.1		(61.1	)	6.6		fav		fav	4.9			580.8		(11.3	)	(595.6	)	(21.2	)	unfav		fav
Operating profit (loss) - GAAP	$	55.7		117.5		11.9		(65.9	)	119.2		fav		fav
Operating profit - GAAP															$	119.2		616.7		6.0		(615.4	)	126.5		6		fav

Amounts may not add due to rounding.

See page 3038 for footnote explanations.

Analysis of Segment Results: First Half ~~2017~~2018 versus First Half ~~2016~~2017

North America

Revenues increased 4%5% ($~~22.1~~28.5 million) asdriven by organic growth of 5%3% ($~~30.2~~20.9 million) ~~was partially offset by~~, the ~~negative~~favorable impact of currency exchange rates ($~~11.5~~5.7 million) primarily from the Canadian dollar and Mexican ~~peso.~~peso, and the favorable impact of acquisitions ($1.9 million). Organic revenue growth ~~was driven by the U.S.~~increased from price and Mexico, with the U.S. increasing mainly due to sales of onsite cash recycler services in the first quarter of 2017 and increased Global Services volume. Organic revenue growth in Mexico was primarily due to retail volume growth in ~~cash-in-transit services.~~Mexico. Operating profit increased ~~$19.4~~$19.7 million primarily due to organic growth in Mexico and the U.S. Organic profit growth in Mexico was driven by price increases, higher volumes and ~~Mexico.~~labor-related productivity improvements. Organic profit growth in the U.S. was driven by ~~productivity improvements,~~price increases and lower ~~security losses and vehicle~~labor costs and ~~sales of onsite cash recyclers in the first quarter of 2017. Organic profit growth in Mexico was driven by~~other productivity improvements.

South America

Revenues increased ~~24%~~20% ($~~79.7~~81.3 million) primarily due to ~~16%~~19% organic growth ($~~53.1~~76.2 million), the favorable impact of acquisitions ($66.9 million), partially offset by the unfavorable impact of currency exchange rates ($61.8 million) mostly from the Argentine peso and Brazilian real. The organic growth was driven by inflation-based price increases in Argentina and price and volume growth in Brazil. Operating profit increased ~~Global Services volume~~35% ($26.1 million) driven by organic revenue growth in Argentina and Brazil and the favorable impact of acquisitions ($14.2 million), partially offset by unfavorable currency ($20.2 million) driven by the Argentine peso.

Rest of World

Revenues increased 14% ($67.7 million) due to the favorable impact of currency exchange rates ($~~23.0~~42.3 million) ~~mostly~~, primarily from the ~~Brazilian real.~~euro, the favorable impact of acquisitions and dispositions ($18.3 million) and organic growth ($7.1 million). The organic revenue growth was driven by Israel and Greece, partially offset by a decrease in France due to pricing and volume pressure. Operating profit increased ~~65% ($29.4 million) driven by organic growth in Argentina.~~

~~Rest of World~~

~~Revenues decreased~~ 2% ($~~7.3~~1.0 million) due to the favorable impact of acquisitions and dispositions ($~~9.2~~2.8 million) and ~~unfavorable~~ currency ~~impact~~ ($~~8.0~~2.5 million) ~~primarily from the euro, partially offset by 2% organic growth ($9.9 million). The organic growth was driven by Asia,~~, partially offset by an organic decrease ~~in France due to pricing pressure in cash management and cash-in-transit services and a decline in guarding activities. Operating profit increased 10%~~ ($~~4.5~~4.3 million) due primarily to ~~organic growth in Asia in both the core services and Global Services businesses, as well as the favorable impact of dispositions ($1.1 million).~~France.

Income and Expense Not Allocated to Segments

Corporate Expenses


	Three Months Ended June 30,					%	Six Months Ended June 30,					%		Three Months Ended June 30,					%	Six Months Ended June 30,					%
(In millions)	2017			2016		change	2017			2016		change		2018			2017		change	2018			2017		change
General, administrative and other expenses	$	(18.3	)	(16.1	)	14	$	(37.5	)	(33.7	)	11		$	(20.9	)	(18.3	)	14	$	(52.0	)	(37.5	)	39
Foreign currency transaction gains (losses)	1.4			1.4		—	0.2			2.7		(93	)	(1.7		)	1.4		unfav	(2.2		)	0.2		unfav
Reconciliation of segment policies to GAAP	(0.9		)	1.3		unfav	(1.8		)	4.5		unfav		0.4			(0.9	)	fav	1.7			(1.8	)	fav
Corporate expenses	$	(17.8	)	(13.4	)	33	$	(39.1	)	(26.5	)	48		$	(22.2	)	(17.8	)	25	$	(52.5	)	(39.1	)	34

Second quarter ~~of 2017~~2018 corporate expenses were up $4.4 million ~~and first half of 2017 corporate expenses increased $12.6 million compared to~~versus the prior year ~~periods. The increases in both the second~~ quarter and first half ~~of 2017~~2018 corporate expenses were up $13.4 million versus the prior year period. The increase in both periods was primarily driven by currency transaction losses in the current year period versus gains in the prior year period as well as higher ~~incentive compensation expense recognized in corporate expenses.~~security losses. Corporate expenses include former non-segment and regional management costs, currency transaction gains and losses, and costs related to global initiatives.

Other Items Not Allocated to Segments


	Three Months Ended June 30,					%		Six Months Ended June 30,					%		Three Months Ended June 30,					%		Six Months Ended June 30,					%
(In millions)	2017			2016		change		2017			2016		change		2018			2017		change		2018			2017		change
Revenues:
Venezuela operations	$	46.3		21.5		fav		$	94.4		53.6		76		$	25.6		46.3		(45	)	$	51.4		94.4		(46	)
Acquisitions and dispositions	—			1.5		(100	)	—			2.3		(100	)
Revenues	$	46.3		23.0		fav		94.4			55.9		69		$	25.6		46.3		(45	)	51.4			94.4		(46	)

Operating profit:
Venezuela operations	$	(4.5	)	1.6		unfav		16.6			4.3		fav		$	(1.2	)	(4.5	)	(73	)	2.3			16.6		(86	)
Reorganization and Restructuring	(5.6		)	(2.1	)	unfav		(9.7		)	(8.1	)	20		(4.5		)	(5.6	)	(20	)	(8.2		)	(9.7	)	(15	)
Acquisitions and dispositions	(1.3		)	(6.5	)	(80	)	(0.3		)	(12.4	)	(98	)	(7.4		)	(2.4	)	unfav		(13.9		)	(2.0	)	unfav
Reporting compliance															(1.4		)	—		unfav		(1.4		)	—		unfav
Operating profit	$	(11.4	)	(7.0	)	63		$	6.6		(16.2	)	fav		$	(14.5	)	(12.5	)	16		$	(21.2	)	4.9		unfav

The impact of other items not allocated to segments was a loss of ~~$11.4~~$14.5 million in the second quarter of ~~2017~~2018 versus the prior year period loss of ~~$7.0~~$12.5 million. The change was primarily due to ~~losses from our Venezuela operations, which included an $8.4 million remeasurement loss from the devaluation of the Venezuelan currency, as well as~~ higher ~~restructuring~~acquisition-related charges in the current year ~~quarter. These amounts were~~quarter partially offset by ~~lower costs~~a reduction in ~~the current year quarter related to acquisitions and dispositions as the prior year period included~~ losses from ~~Ireland operations shut down in 2016 as well as a loss on the sale of corporate assets.~~Venezuela operations.

The impact of other items not allocated to segments was a ~~profit~~loss of ~~$6.6~~$21.2 million in the first ~~six months~~half of ~~2017~~2018 versus ~~a loss of $16.2 million in~~ the prior year ~~period.~~period profit of $4.9 million. The change was primarily due to ~~higher~~lower profits from our Venezuela operations ~~along with lower~~and higher acquisition-related charges ~~from acquisitions and dispositions~~ in the ~~first half of 2017 as the prior~~current year ~~period included losses from Ireland operations shut down in 2016 as well as a loss on the sale of corporate assets.~~period.

Venezuela operations ~~We have~~Prior to the deconsolidation of our Venezuelan subsidiaries effective June 30, 2018 (see Note 1 of the condensed consolidated financial statements), we excluded from our segment results all of our Venezuela operating results ~~including remeasurement losses on net monetary assets related to currency devaluations of $8.4 million and $4.6 million in the first six months of 2017 and 2016, respectively,~~ due to ~~management’s inability to allocate, generate or redeploy resources in-country or globally.~~the Venezuelan government's restrictions that have prevented us from repatriating funds. In light of these unique circumstances, our operations in Venezuela are largely independent of the rest of our global operations. As a result, the Chief Executive Officer, the Company's Chief Operating Decision maker ("CODM"), ~~assesses~~has assessed segment performance and ~~makes~~has made resource decisions by segment excluding Venezuela operating results. Additionally, management believes excluding Venezuela from segment results ~~makes~~has made it possible to more effectively evaluate the company’s performance between periods. Prior to deconsolidation,Venezuela operating results include remeasurement gains and losses on monetary assets and liabilities related to currency devaluations. We recognized remeasurement gains of $2.2 million in the first six months of 2018 versus remeasurement losses of $8.4 million in the first six months of 2017.

Factors considered by management in excluding Venezuela results include:

Continued inability to repatriate cash to redeploy to other operations or dividend to shareholders

Highly inflationary environment

~~Fixed~~Previous fixed exchange rate policy

Continued currency devaluations and

Difficulty raising prices and controlling costs

Reorganization and Restructuring

2016 Restructuring

In the fourth quarter of 2016, management implemented restructuring actions across our global business operations and our corporate functions. As a result of these actions, we recognized $18.1 million in related 2016 ~~costs related to asset-related adjustments, severance costs, and lease restructuring charges.~~costs. We recognized an additional ~~$8.0~~$17.3 million in ~~the first six months of~~ 2017 ~~from~~under this restructuring for additional costs related to severance, asset-related adjustments, a benefit program termination and ~~asset-related adjustments.~~lease terminations. We recognized an additional $6.0 million in the first six months of 2018 under this program for additional asset related and severance costs. Severance actions are expected to reduce our global

workforce by 800 to 900 ~~positions. We expect that the 2016 restructuring will~~positions and result in ~~$8 to $12~~approximately $20 million in ~~2017~~annualized cost ~~savings.~~savings when this restructuring is finalized. We expect to incur additional ~~reorganization and restructuring~~ costs between ~~$14~~$2 and ~~$18~~$4 million in future periods, primarily severance costs.

~~Executive Leadership and Board~~Other Restructurings

Management routinely implements restructuring actions in targeted sections of ~~Directors~~

~~In 2015,~~our business. As a result of these actions, we recognized $1.8 million in charges related to Executive Leadership and Board of Directors restructuring actions, which were announced in January 2016. We recognized $3.8 million in charges in the first six months of 2016 related to the Executive Leadership and Board of Directors restructuring actions.

~~2015 Restructuring~~

Brink's initiated a restructuring of its business in the third quarter of 2015. We recognized $11.6 million in related 2015 costs related to employee severance, contract terminations, and property impairment. We recognized an additional $4.4$2.2 million in the first six months of ~~2016 related to this~~2018, primarily severance costs. When completed, the current restructuring ~~for additional severance costs, contract terminations and lease terminations. The 2015 Reorganization and Restructuring reduced the global~~actions will reduce our workforce by ~~approximately 1,100~~400 to 500 positions and ~~resulted~~result in approximately ~~$20~~$7 million in ~~2016~~annualized cost savings. ~~The~~For the current restructuring actions, ~~under this program were substantially completed by the end~~we expect to incur additional costs between $2 and $4 million in future periods. These estimates will be updated as management targets additional sections of ~~2016, with cumulative pretax charges of approximately $18 million.~~

our business.

Due to the unique circumstances around these charges, they have not been allocated to segment results and are excluded from non-GAAP results. Charges related to the employees, assets, leases and contracts impacted by these restructuring actions were excluded from the segments and corporate expenses as shown in the table below.


	Three Months Ended June 30,					%	Six Months Ended June 30,					%		Three Months Ended June 30,					%		Six Months Ended June 30,					%
(In millions)	2017			2016		change	2017			2016		change		2018			2017		change		2018			2017		change
Reportable Segments:
North America	$	(1.6	)	(0.1	)	unfav	$	(2.7	)	—		unfav		$	(0.1	)	(1.6	)	(94	)	$	(0.6	)	(2.7	)	(78	)
South America	(0.4		)	—		unfav	(2.8		)	(0.2	)	unfav		(0.2		)	(0.4	)	(50	)	(1.0		)	(2.8	)	(64	)
Rest of World	(1.1		)	—		unfav	(1.6		)	(2.0	)	(20	)	(4.2		)	(1.1	)	unfav		(6.6		)	(1.6	)	unfav
Total reportable segments	(3.1		)	(0.1	)	unfav	(7.1		)	(2.2	)	unfav		(4.5		)	(3.1	)	45		(8.2		)	(7.1	)	15
Corporate items	(2.5		)	(2.0	)	25	(2.6		)	(5.9	)	(56	)	—			(2.5	)	(100	)	—			(2.6	)	(100	)
Total	$	(5.6	)	(2.1	)	unfav	$	(9.7	)	(8.1	)	20		$	(4.5	)	(5.6	)	(20	)	$	(8.2	)	(9.7	)	(15	)

Acquisitions and dispositions Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from non-GAAP results. These items are described below:

2018 Acquisitions and Dispositions

Amortization expense for acquisition-related intangible assets was $7.2 million in the first six months of 2018.

Severance costs related to our 2017 acquisitions in Argentina, France and Brazil were $3.3 million in the first six months of 2018.

Transaction costs related to business acquisitions were $2.1 million in the first six months of 2018.

2017 Acquisitions and Dispositions

~~Transaction costs of $0.7~~We recognized $0.8 million ~~related to acquisitions of new businesses~~ in ~~2017.~~

~~Gains~~gains in the first quarter of 2017 related to the liquidation of our former cash-in-transit operation in Puerto Rico.

~~2016 Acquisitions and Dispositions~~

~~Due to management's decision~~Amortization expense for acquisition-related intangible assets was $1.7 million in the first ~~quarter~~six months of ~~2016~~2017.

Transaction costs related to ~~exit the Republic of Ireland, the prospective impacts of shutting down this operation~~business acquisitions were included in items not allocated to segments and were excluded from the operating segments effective March 1, 2016. This activity is also excluded from the consolidated non-GAAP results. Beginning May 1, 2016, due to management's decision to also exit Northern Ireland, the results of shutting down these operations were treated similarly to the Republic of Ireland. 2015 revenues from both Ireland operations were approximately $20 million. Charges included in our full-year 2016 GAAP results include $4.9$0.7 million in ~~severance~~the first six months of 2017.

Reporting compliance Certain third party costs $1.8 million in property impairment charges, lease restructuring charges of $0.5 million and an additional $7.0 million in operating and other exit costs. These costs have been excluded from our segment and our consolidated non-GAAP results. International shipments to and from Ireland will continue to be provided through Brink’s Global Services ("BGS").

~~We recognized a $2.0 million loss~~incurred related to the ~~sale~~mitigation of ~~corporate assets~~material weaknesses ($0.5 million in the second quarter of ~~2016.~~

2018) and the implementation and adoption of ASU 2016-02, the new lease accounting standard effective for us January 1, 2019 ($0.9 million in the second quarter of 2018), are excluded from non-GAAP results.

Foreign Operations

We currently serve customers in more than 100 countries, including 4041 countries where we operate subsidiaries.

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

Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Recent strengthening of the U.S. dollar has reduced our reported dollar revenues and operating profit, which may continue in ~~2017. Our operations in Venezuela are subject to local laws and regulatory interpretations that determine the exchange rate at which repatriating dividends may be converted.~~2018.

Changes in exchange rates may also affect transactions ~~which~~that are denominated in currencies other than the functional currency. From time to time, we use foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At June 30, ~~2017,~~2018, the notional value of our shorter term outstanding foreign currency forward and swap contracts was ~~$32.4~~$156.5 million with average contract maturities of approximately one month. These shorter term foreign currency forward and swap contracts primarily offset exposures in the ~~British pound, the~~ euro and the ~~new Taiwan dollar.~~British pound. Additionally, these shorter term contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings. We recognized gains of ~~$1.9~~$3.4 million on these contracts in the first six months of ~~2017.~~2018. At June 30, ~~2017,~~2018, the fair value of these shorter term foreign currency contracts was ~~not significant.~~

~~We also have~~ a ~~longer term cross currency swap contract to hedge exposure in Brazilian real, which is designated as a cash flow hedge for accounting purposes. At June 30, 2017, the notional value~~net liability of this longer term contract was $4.7 million with a weighted-average maturity of 0.3 years. We recognized net losses of $0.1 million on this contract in the first six months of 2017. At June 30, 2017, the fair value of the longer term cross currency swap contract was $1.9 million, which is included in prepaid expenses and other on the condensed consolidated balance sheet.$1.2 million.

See Note 1 to the condensed consolidated financial statements for a description of government currency processes and restrictions in Venezuela, the effect on our operations, and how we account for currency remeasurement for our Venezuelan and Argentine subsidiaries.

Other Operating Income (Expense)

Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.


	Three Months Ended June 30,					%		Six Months Ended June 30,					%		Three Months Ended June 30,					%		Six Months Ended June 30,					%
(In millions)	2017			2016		change		2017			2016		change		2018			2017		change		2018			2017		change
Foreign currency items:
Transaction losses	$	(7.8	)	1.4		unfav		$	(10.0	)	1.2		unfav
Transaction gains (losses)															$	(7.7	)	(7.8	)	(1	)	$	(3.3	)	(10.0	)	(67	)
Foreign currency derivative instrument gains (losses)	1.2			(1.7	)	fav		1.9			(3.1	)	fav		5.5			1.2		fav		3.4			1.9		79
Gains (losses) on sale of property and other assets	0.6			(1.7	)	fav		0.8			(1.7	)	fav
Argentina conversion losses	—			—		—		—			(0.1	)	(100	)
Gains on sale of property and other assets															0.1			0.6		(83	)	0.5			0.8		(38	)
Impairment losses	(0.6		)	(4.9	)	(88	)	(1.0		)	(5.4	)	(81	)	(0.9		)	(0.6	)	50		(2.7		)	(1.0	)	unfav
Share in earnings of equity affiliates	—			—		—		0.1			0.1		—		0.3			—		fav		1.4			0.1		fav
Royalty income	0.4			0.5		(20	)	1.0			1.2		(17	)	1.3			0.4		fav		1.8			1.0		80
Gains (losses) on business acquisitions and dispositions	(0.2		)	—		unfav		0.6			0.1		fav
Other gains	0.5			0.2		fav		0.6			0.8		(25	)
Other															0.1			0.3		(67	)	—			1.2		(100	)
Other operating income (expense)	$	(5.9	)	(6.2	)	(5	)	$	(6.0	)	(6.9	)	(13	)	$	(1.3	)	(5.9	)	(78	)	$	1.1		(6.0	)	fav

Other operating expense was ~~$5.9~~$1.3 million in the second quarter of ~~2017~~2018 versus ~~$6.2~~$5.9 million in the prior year period. The decrease from the prior year quarter was primarily due to higher gains from foreign currency derivative instruments in the second quarter of 2018.

Other operating income was $1.1 million in the first half of 2018 versus $6.0 million of expense in the prior year period. The ~~second quarter of 2016 included higher impairment losses, including impairment charges~~change was primarily related to Ireland operations shut down in 2016, as well as a $2.0 million loss on the sale of corporate assets. In the current year quarter, we recognized foreign currency derivative instrument gains compared to foreign currency derivative instrument losses in the prior year quarter. These favorable changes in property and impairment losses and foreign currency derivative instruments were mostly offset by higherlower foreign currency transaction ~~losses. These currency~~ losses ~~relate primarily to the currency devaluation in Venezuela in the second quarter of 2017.~~

~~Other operating expense was lower~~ in the first half of ~~2017~~2018 as compared to the ~~first half of 2016. This change resulted primarily from foreign currency derivative instrument gains in the 2017 period, higher impairment charges in the first half of 2016 plus the~~ prior year ~~loss on sale of corporate assets. These favorable changes were partially offset by the foreign currency transaction losses related to Venezuela currency devaluation in the current year~~ period. ~~See Note 1 to the condensed consolidated financial statements for a description of the change in currency exchange processes and rates in Venezuela.~~

Nonoperating Income and Expense

Interest expense


	Three Months Ended June 30,			%	Six Months Ended June 30,			%	Three Months Ended June 30,			%	Six Months Ended June 30,			%
(In millions)	2017		2016	change	2017		2016	change	2018		2017	change	2018		2017	change
Interest expense	$	6.0	4.9	22	$	10.8	9.8	10	$	15.8	6.0	unfav	$	30.8	10.8	unfav

Interest expense was higher in the second quarter of 2018 compared to the prior year period primarily due to higher borrowing levels due to business acquisitions.

Interest expense was higher in the first half of 2018 compared to the prior year period primarily due to higher borrowing levels due to business acquisitions.

Loss on deconsolidation of Venezuela operations



	Three Months Ended June 30,			%	Six Months Ended June 30,			%
(In millions)	2018		2017	change	2018		2017	change
Loss on deconsolidation of Venezuela operations	$	126.7	—	unfav	$	126.7	—	unfav

See Note 1 to the condensed consolidated financial statements for more information about the loss on deconsolidation of our Venezuelan operations.

Interest and other income (expense)


	Three Months Ended June 30,					%		Six Months Ended June 30,					%		Three Months Ended June 30,					%		Six Months Ended June 30,					%
(In millions)	2017			2016		change		2017			2016		change		2018			2017		change		2018			2017		change
Interest income	$	0.9		0.6		50		$	1.6		1.2		33		$	2.1		0.9		fav		$	4.1		1.6		fav
Gains on sales of available-for-sale securities	0.2			0.5		(60	)	0.2			0.5		(60	)
Derivative instrument losses	(0.1		)	(0.4	)	(75	)	(0.1		)	(0.5	)	(80	)
Gain on equity securities															1.5			0.2		fav		1.5			0.2		fav
Foreign currency transaction losses^(a)															(12.6		)	—		unfav		(15.5		)	—		unfav
Derivative instruments															—			(0.1	)	(100	)	—			(0.1	)	(100	)
Retirement benefit cost other than service cost	(12.1		)	(10.1	)	20		(23.7		)	(19.8	)	20		(10.0		)	(12.1	)	(17	)	(21.7		)	(23.7	)	(8	)
Gain on a disposition of a subsidiary^(b)															10.3			—		fav		10.3			—		fav
Other	(0.3		)	—		unfav		(0.6		)	(0.5	)	20		0.6			(0.3	)	fav		0.1			(0.6	)	fav
Interest and other income (expense)	$	(11.4	)	(9.4	)	21		$	(22.6	)	(19.1	)	18		$	(8.1	)	(11.4	)	(29	)	$	(21.2	)	(22.6	)	(6	)


(a)	Currency transaction losses incurred by Brink's Argentina related to its U.S. dollar-denominated payables to the sellers of Maco Transporatadora and Maco Litoral.


(b)	Gain on the sale of our former French airport security services subsidiary in the second quarter of 2018.

Income Taxes


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016		2018			2017		2018			2017
Continuing operations
Provision for income taxes (in millions)	$	17.3		14.5		$	31.7		23.9		$	18.6		17.3		$	30.0		31.7
Effective tax rate	56.0		%	81.0	%	36.9		%	89.2	%	(20.9		%)	56.0	%	(57.5		%)	36.9	%

Tax Reform

2018 Compared to U.S. Statutory Rate

2017 Compared to U.S. Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2017 was greater than the 35% U.S. statutory tax rate ~~primarily~~ primarily due to the impact of Venezuela’s earnings and related tax expense, including the nondeductible expenses resulting from the currency devaluation, partially offset by the significant tax benefits related to the distribution of share-based payments. The other items that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

~~2016 Compared to U.S. Statutory Rate~~

The effective income tax rate on continuing operations in the first six months of 2016 was greater than the 35% U.S. statutory tax rate primarily due to the significant losses related to operations in the Republic of Ireland, for which no tax benefit can be recorded, and the nondeductible expenses resulting from the currency devaluation in Venezuela in the first six months. The other items that cause the rate to be higher than the U.S. statutory rate include the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on undistributed earnings and the characterization of a French business tax as an income tax, partially offset by the geographical mix of earnings and a French income tax credit.

Deferred Tax Assets

Deferred tax assets are future tax deductions that result primarily from the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes. At December 31, ~~2016,~~2017, we had ~~$271~~$173 million of U.S. deferred tax assets, net of valuation allowances, primarily related to our retirement plan obligations. These future tax deductions may not be realized if tax rules change in the future, if forecasted U.S. operational results are not realized or if any other U.S. projected future taxable income is insufficient. Consequently, not realizing our U.S. deferred tax assets may significantly and materially affect our financial condition, results of operations and cash flows. Further, the recent proposals to lower the U.S. corporate income tax rate would require us to recognize a significant income tax expense to reduce the U.S. deferred tax asset, if such a proposal is enacted into law.

Effective Tax Rate

Our effective tax rate may fluctuate materially from these estimates due to changes in permanent book-tax differences, changes in the expected amount and geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies, changes in distributions of share-based payments, changes in guidance and additional legislative changes related to the Tax Reform Act, and other factors.

Noncontrolling Interests


	Three Months Ended June 30,				%	Six Months Ended June 30,			%		Three Months Ended June 30,				%	Six Months Ended June 30,			%
(In millions)	2017			2016	change	2017		2016	change		2018		2017		change	2018		2017	change
Net income (loss) attributable to noncontrolling interests	$	(0.7	)	3.1	fav	$	5.1	5.7	(11	)	$	0.3	(0.7	)	unfav	$	3.5	5.1	(31	)

The change from ~~$3.1 million net income attributable to noncontrolling interests in the second quarter of 2016 to~~ $0.7 million of net loss attributable to noncontrolling interests in the second quarter of 2017 to $0.3 million of net income attributable to noncontrolling interests in the second quarter of 2018 was primarily due to ~~lower~~higher operating results from our Venezuelan subsidiaries. The change from ~~a $5.7~~$5.1 million net income attributable to noncontrolling interests in the first half of ~~2016~~2017 to ~~$5.1~~$3.5 million of net income attributable to noncontrolling interests in the first half of ~~2017~~2018 was primarily due to lower operating results from our ~~Colombian~~Venezuelan subsidiaries.

See Note 1 to the condensed consolidated financial statements for more information about the currency devaluations of our Venezuelan subsidiaries and lower currency remeasurement charges from devaluation of Venezuelan currency.

Non-GAAP Results Reconciled to GAAP

Non-GAAP results described in this filing are financial measures that are not required by or presented in accordance with GAAP. The purpose of the non-GAAP results is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations. The specific items excluded have not been allocated to segments, are described in detail on pages ~~32–33,~~40–41, and are reconciled to comparable GAAP measures below.

Non-GAAP results adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year estimated non-GAAP tax rate. The full-year non-GAAP tax rate in both years excludes certain pretax and income tax amounts. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented.

The Non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. Additionally, non-GAAP results are utilized as performance measures in certain management incentive compensation plans.

Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.


	YTD '17							YTD '16						YTD '18							YTD '17
(In millions, except for percentages)	Pre-tax			Tax		Effective tax rate		Pre-tax		Tax		Effective tax rate		Pre-tax			Tax		Effective tax rate		Pre-tax			Tax		Effective tax rate
Effective Income Tax Rate^(a)
GAAP	$	85.8		31.7		36.9	%	$	26.8	23.9		89.2	%	$	(52.2	)	30.0		(57.5	)%	$	85.8		31.7		36.9	%
Retirement plans^(d)	15.9			5.8				15.4		5.5				16.9			3.9				15.9			5.8
Other items not allocated to segments^(b)	(1.5		)	(5.4	)			17.7		(4.1	)
Venezuela operations^(b)														0.6			(3.9	)			(11.5		)	(8.7	)
Reorganization and Restructuring^(b)														8.2			2.7				9.7			3.3
Acquisitions and dispositions^(b)														19.6			9.3				2.0			0.5
Tax on accelerated income^(e)														—			0.3				—			—
Reporting compliance^(b)														1.4			0.3				—			—
Loss on deconsolidation of Venezuela operations^(f)														126.7			—				—			—
Income tax rate adjustment^(c)	—			3.0				—		(3.2	)			—			2.3				—			2.2
Non-GAAP	$	100.2		35.1		35.0	%	$	59.9	22.1		36.9	%	$	121.2		44.9		37.0	%	$	101.9		34.8		34.2	%

Amounts may not add due to rounding.


(a)	From continuing operations.

(b)

See “Other Items Not Allocated To Segments” on pages ~~32–33~~40–41 for ~~pre-tax amounts~~details. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and details. Other Items Not Allocated To Segments for noncontrolling interests, income from continuing operations attributable to Brink's and EPS are the effects of the same items at their respective line items of the condensed consolidated statements of operations.significance.


(c)	Non-GAAP income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at ~~~35.0%~~37.0% for ~~2017~~2018 and was ~~36.9%~~34.2% for ~~2016.~~2017.


(d)	Our U.S. ~~Retirement~~retirement plans are frozen and costs related to these plans are excluded from non-GAAP results. Certain non-U.S. operations also have retirement plans. Settlement charges related to these non-U.S. plans are also excluded from non-GAAP results.


(e)	The non-GAAP tax rate excludes the 2018 foreign tax benefit that resulted from the transaction that accelerated U.S. tax in 2015.


(f)	Effective June 30, 2018, we deconsolidated our investment in Venezuelan subsidiaries and recognized a pretax charge of $126.7 million.


(g)	Because we reported a loss from continuing operations on a GAAP basis in the second quarter of 2017, GAAP EPS was calculated using basic shares. However, as we reported income from continuing operations on a non-GAAP basis in the second quarter of 2017, non-GAAP EPS was calculated using diluted shares.

Non-GAAP Results Reconciled to GAAP


	Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended June 30,					Six Months Ended June 30,
(In millions, except for percentages and per share amounts)	2017			2016		2017		2016		2018			2017		2018		2017
Revenues:
GAAP	$	805.9		739.5		1,594.3		1,461.3		$	849.7		805.9		1,728.8		1,594.3
Other items not allocated to segments^(b)	(46.3		)	(23.0	)	(94.4	)	(55.9	)
Venezuela operations^(b)										(25.6		)	(46.3	)	(51.4	)	(94.4	)
Non-GAAP	$	759.6		716.5		1,499.9		1,405.4		$	824.1		759.6		1,677.4		1,499.9

Operating profit:
GAAP	$	48.3		32.2		119.2		55.7		$	61.7		48.3		126.5		119.2
Other items not allocated to segments^(b)	11.4			7.0		(6.6	)	16.2
Venezuela operations^(b)										1.2			4.5		(2.3	)	(16.6	)
Reorganization and Restructuring^(b)										4.5			5.6		8.2		9.7
Acquisitions and dispositions^(b)										7.4			2.4		13.9		2.0
Reporting compliance^(b)										1.4			—		1.4		—
Non-GAAP	$	59.7		39.2		112.6		71.9		$	76.2		60.8		147.7		114.3

Operating margin:
GAAP margin										7.3		%	6.0	%	7.3	%	7.5	%
Non-GAAP margin										9.2		%	8.0	%	8.8	%	7.6	%

Interest expense:
GAAP	$	(6.0	)	(4.9	)	(10.8	)	(9.8	)	$	(15.8	)	(6.0	)	(30.8	)	(10.8	)
Other items not allocated to segments^(b)	—			—		—		0.1
Venezuela operations^(b)										0.1			—		0.1		—
Acquisitions and dispositions^(b)										0.2			—		0.4		—
Non-GAAP										$	(15.5	)	(6.0	)	(30.3	)	(10.8	)

Loss on deconsolidation of Venezuela operations:
GAAP										$	(126.7	)	—		(126.7	)	—
Loss on deconsolidation of Venezuela operations^(f)										126.7			—		126.7		—
Non-GAAP	$	(6.0	)	(4.9	)	(10.8	)	(9.7	)	$	—		—		—		—

Interest and other income (expense):
GAAP	$	(11.4	)	(9.4	)	(22.6	)	(19.1	)	$	(8.1	)	(11.4	)	(21.2	)	(22.6	)
Retirement plans^(d)	8.6			8.1		15.9		15.4		8.1			8.6		16.9		15.9
Other items not allocated to segments^(b)	2.2			0.7		5.1		1.4
Venezuela operations^(b)										0.9			2.2		2.8		5.1
Acquisitions and dispositions^(b)										2.4			—		5.3		—
Non-GAAP	$	(0.6	)	(0.6	)	(1.6	)	(2.3	)	$	3.3		(0.6	)	3.8		(1.6	)

Provision for income taxes:
GAAP	$	17.3		14.5		31.7		23.9		$	18.6		17.3		30.0		31.7
Retirement plans^(d)	3.1			2.9		5.8		5.5		2.0			3.1		3.9		5.8
Other items not allocated to segments^(b)	(1.9		)	(3.5	)	(5.4	)	(4.1	)
Venezuela operations^(b)										(2.4		)	(3.8	)	(3.9	)	(8.7	)
Reorganization and Restructuring^(b)										1.5			1.9		2.7		3.3
Acquisitions and dispositions^(b)										6.2			0.3		9.3		0.5
Tax on accelerated income^(e)										(0.2		)	—		0.3		—
Reporting compliance^(b)										0.3			—		0.3		—
Income tax rate adjustment^(c)	0.1			(1.5	)	3.0		(3.2	)	(2.3		)	(0.3	)	2.3		2.2
Non-GAAP	$	18.6		12.4		35.1		22.1		$	23.7		18.5		44.9		34.8

Net income (loss) attributable to noncontrolling interests:
GAAP	$	(0.7	)	3.1		5.1		5.7		$	0.3		(0.7	)	3.5		5.1
Other items not allocated to segments^(b)	2.3			(1.2	)	(2.3	)	(2.3	)
Venezuela operations^(b)										1.6			2.2		1.0		(2.7	)
Reorganization and Restructuring^(b)										(0.1		)	0.1		(0.1	)	0.4
Income tax rate adjustment^(c)	—			(0.3	)	0.2		(0.7	)	(0.1		)	—		(0.5	)	0.2
Non-GAAP	$	1.6		1.6		3.0		2.7		$	1.7		1.6		3.9		3.0

Income (loss) from continuing operations attributable to Brink's:
GAAP	$	14.3		0.3		49.0		(2.8	)
Retirement plans^(d)	5.5			5.2		10.1		9.9
Other items not allocated to segments^(b)	13.2			12.4		6.2		24.1
Income tax rate adjustment^(c)	(0.1		)	1.8		(3.2	)	3.9
Non-GAAP	$	32.9		19.7		62.1		35.1

Diluted EPS:
GAAP	$	0.28		0.01		0.95		(0.06	)
Retirement plans^(d)	0.11			0.10		0.19		0.20
Other items not allocated to segments^(b)	0.24			0.24		0.12		0.48
Income tax rate adjustment^(c)	—			0.04		(0.06	)	0.08
Non-GAAP	$	0.64		0.39		1.21		0.70

Non-GAAP margin	7.9		%	5.5	%	7.5	%	5.1	%

Amounts may not add due to rounding.

See page 3747 for footnote explanations.



	Three Months Ended June 30,				Six Months Ended June 30,
(In millions, except for percentages and per share amounts)	2018			2017	2018		2017
Income (loss) from continuing operations attributable to Brink's:
GAAP	$	(107.8	)	14.3	(85.7	)	49.0
Retirement plans^(d)	6.1			5.5	13.0		10.1
Venezuela operations^(b)	3.0			8.3	3.5		(0.1	)
Reorganization and Restructuring^(b)	3.1			3.6	5.6		6.0
Acquisitions and dispositions^(b)	3.8			2.1	10.3		1.5
Tax on accelerated income^(e)	0.2			—	(0.3	)	—
Reporting compliance^(b)	1.1			—	1.1		—
Loss on deconsolidation of Venezuela operations^(f)	126.7			—	126.7		—
Income tax rate adjustment^(c)	2.4			0.3	(1.8	)	(2.4	)
Non-GAAP	$	38.6		34.1	72.4		64.1

Diluted EPS:
GAAP	$	(2.11	)	0.28	(1.68	)	0.95
Retirement plans^(d)	0.12			0.11	0.25		0.19
Venezuela operations^(b)	0.06			0.15	0.07		—
Reorganization and Restructuring^(b)	0.06			0.07	0.11		0.12
Acquisitions and dispositions^(b)	0.07			0.04	0.20		0.02
Tax on accelerated income^(e)	—			—	(0.01	)	—
Reporting compliance^(b)	0.02			—	0.02		—
Loss on deconsolidation of Venezuela operations^(f)	2.43			—	2.43		—
Income tax rate adjustment^(c)	0.05			0.01	(0.04	)	(0.05	)
Share adjustment^(g)	0.04			—	0.04		—
Non-GAAP	$	0.74		0.66	1.39		1.24

Amounts may not add due to rounding.

See page 47 for footnote explanations.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Cash flows from operating activities ~~increased~~decreased by ~~$87.9~~$15.6 million in the first six months of ~~2017~~2018 as compared to the first six months of ~~2016.~~2017. Cash used for investing activities ~~increased~~decreased by ~~$104.6~~$40.1 million in the first six months of ~~2017~~2018 compared to the first six months of ~~2016 as a result of business acquisitions, an increase in capital expenditures and higher marketable security purchase activity.~~2017. We financed our liquidity needs in the first six months of ~~2017~~2018 with cash flows from ~~long-term debt.~~short term borrowings.

Operating Activities


	Six Months Ended June 30,					$		Six Months Ended June 30,					$
(In millions)	2017			2016		change		2018			2017		change
Cash flows from operating activities
Operating activities - GAAP	$	101.3		13.4		87.9		$	109.1		124.7		(15.6	)
Venezuela operations	(15.1		)	(14.0	)	(1.1	)	(0.4		)	(15.1	)	14.7
(Increase) decrease in restricted cash held for customers								(4.4		)	(23.4	)	19.0
(Increase) decrease in certain customer obligations^(a)	(7.1		)	14.7		(21.8	)	(5.7		)	(7.1	)	1.4
Discontinued operations	(0.6		)	—		(0.6	)	—			(0.6	)	0.6
Operating activities - non-GAAP	$	78.5		14.1		64.4		$	98.6		78.5		20.1

(a)

To adjust for the change in the balance of customer obligations related to cash received and processed in certain of our secure Cash Management Services operations. The title to this cash transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources.

Non-GAAP cash flows from operating activities is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. The purpose of this non-GAAP measure is to report financial information excluding cash flows from Venezuela operations, restricted cash held for customers, the impact of cash received and processed in certain of our Cash Management Services operations, and without cash flows from discontinued operations. We believe this measure is helpful in assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future operating cash flows. This non-GAAP measure should not be considered as an alternative to cash flows from operating activities determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.

GAAP

Cash flows from operating activities ~~increased~~decreased by ~~$87.9~~$15.6 million in the first six months of ~~2017~~2018 compared to the same period in ~~2016.~~2017. The ~~increase~~decrease was primarily due to ~~higher operating profit and changes~~the $19.0 million decrease in ~~customer obligations of certain of our secure Cash Management Services operations (cash~~restricted cash held for customers, ~~increased~~decrease in operating cash provided by ~~$7.1 million in the first six months of 2017 compared to a decrease~~Venezuela operations of $14.7 million and higher amounts paid for interest, partially offset by changes in ~~the same period in 2016).~~working capital.

Non-GAAP

Non-GAAP cash flows from operating activities increased by ~~$64.4~~$20.1 million in the first six months of ~~2017~~2018 as compared to the same period in ~~2016.~~2017. The increase was primarily due to ~~higher operating profit.~~changes in working capital.

Investing Activities


	Six Months Ended June 30,					$		Six Months Ended June 30,					$
(In millions)	2017			2016		change		2018			2017		change
Cash flows from investing activities
Capital expenditures	$	(71.1	)	(45.0	)	(26.1	)	$	(73.3	)	(71.1	)	(2.2	)
Acquisitions	(65.0		)	—		(65.0	)
Dispositions	1.1			—		1.1
Acquisitions, net of cash acquired								—			(65.0	)	65.0
Dispositions, net of cash disposed								9.6			1.1		8.5
Marketable securities:
Purchases	(19.3		)	(8.7	)	(10.6	)	(50.1		)	(19.3	)	(30.8	)
Sales	5.4			8.6		(3.2	)	5.5			5.4		0.1
Proceeds from sale of property, equipment and investments	1.4			2.9		(1.5	)
Proceeds from sale of property and equipment								1.8			1.4		0.4
Other	—			(0.7	)	0.7		(0.9		)	—		(0.9	)
Investing activities	$	(147.5	)	(42.9	)	(104.6	)	$	(107.4	)	(147.5	)	40.1

Cash used by investing activities ~~increased~~decreased by ~~$104.6~~$40.1 million in the first six months of ~~2017~~2018 versus the first six months of ~~2016.~~2017. The ~~increase~~decrease was primarily due to the $65 million in cash paid, net of cash acquired, for the three business acquisitions in Brazil, Chile and the U.S. ~~for an aggregate purchase price, net~~in the first six months of 2017 along with the cash ~~acquired,~~received from the disposition of ~~$65 million, an increase~~our former French airport security services subsidiary in ~~capital expenditures of $26.1 million and~~2018, partially offset by higher ~~purchase activity~~purchases of marketable securities ($~~10.6~~30.8 million) during the first six months of ~~2017.~~2018.

Cash used by investing activities is expected to increase ~~significantly~~ in the ~~second half~~future quarters of ~~2017~~2018 as cash payments are made for ~~the recently announced~~pending business acquisitions in ~~Argentina~~the U.S. and ~~France (see Note 13).~~Brazil. We expect to fund these ~~acquisition payments~~acquisitions largely through ~~increased debt borrowings and, to a lesser extent, with~~ the use of available cash and ~~short-term marketable securities investments.~~cash equivalents.

Capital expenditures and depreciation and amortization were as follows:


	Six Months Ended June 30,			$		Full Year	Six Months Ended June 30,			$		Full Year
(In millions)	2017		2016	change		2016	2018		2017	change		2017
Property and equipment acquired during the period
Capital expenditures:^(a)
North America	$	39.0	20.1	18.9		42.0	$	30.3	39.0	(8.7	)	86.3
South America	15.3		7.3	8.0		24.0	22.4		15.3	7.1		39.2
Rest of World	10.1		12.4	(2.3	)	32.2	13.4		10.1	3.3		35.9
Corporate	5.5		2.7	2.8		9.0	7.2		5.5	1.7		8.9
Capital expenditures - non-GAAP	69.9		42.5	27.4		107.2	73.3		69.9	3.4		170.3
Venezuela	1.2		2.5	(1.3	)	5.0	—		1.2	(1.2	)	4.2
Capital expenditures - GAAP	$	71.1	45.0	26.1		112.2	$	73.3	71.1	2.2		174.5

Capital leases:^(b)
North America	$	19.7	12.7	7.0		23.2	$	21.9	19.7	2.2		47.3
South America	3.3		—	3.3		6.2	5.6		3.3	2.3		4.4
Capital leases - GAAP and non-GAAP	$	23.0	12.7	10.3		29.4	$	27.5	23.0	4.5		51.7

Total:
North America	$	58.7	32.8	25.9		65.2	$	52.2	58.7	(6.5	)	133.6
South America	18.6		7.3	11.3		30.2	28.0		18.6	9.4		43.6
Rest of World	10.1		12.4	(2.3	)	32.2	13.4		10.1	3.3		35.9
Corporate	5.5		2.7	2.8		9.0	7.2		5.5	1.7		8.9
Total property and equipment acquired excluding Venezuela	92.9		55.2	37.7		136.6	100.8		92.9	7.9		222.0
Venezuela	1.2		2.5	(1.3	)	5.0	—		1.2	(1.2	)	4.2
Total property and equipment acquired	$	94.1	57.7	36.4		141.6	$	100.8	94.1	6.7		226.2

Depreciation and amortization^(a)
North America	$	33.7	33.6	0.1		66.8	$	32.3	33.6	(1.3	)	68.4
South America	11.8		10.1	1.7		21.2	13.5		10.6	2.9		23.5
Rest of World	15.0		15.7	(0.7	)	31.2	16.1		14.6	1.5		30.4
Corporate	5.7		5.4	0.3		10.9	6.3		5.7	0.6		12.0
Depreciation and amortization - non-GAAP	66.2		64.8	1.4		130.1	68.2		64.5	3.7		134.3
Venezuela	0.8		0.3	0.5		0.7	1.1		0.8	0.3		1.7
Reorganization and Restructuring	1.5		—	1.5		0.8	1.4		1.5	(0.1	)	2.2
Amortization of intangible assets							7.2		1.7	5.5		8.4
Depreciation and amortization - GAAP	$	68.5	65.1	3.4		131.6	$	77.9	68.5	9.4		146.6


(a)	Capital expenditures as well as depreciation and amortization related to Venezuela have been excluded from South America. In addition, accelerated depreciation related to Reorganization and Restructuring activities ~~has~~and amortization of acquisition-related intangible assets have also been excluded from non-GAAP amounts.

(b)

Represents the amount of property and equipment acquired using capital leases. Because the assets are acquired without using cash, the acquisitions are not reflected in the condensed consolidated cash flow statement. Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years. Sale leaseback transactions are excluded from "Capital leases" in this table.

Non-GAAP capital expenditures and non-GAAP depreciation and amortization are supplemental financial measures that are not required by, or presented in accordance with GAAP. The purpose of these non-GAAP measures is to report financial information excluding capital expenditures and depreciation and amortization from our Venezuela operations, accelerated depreciation from restructuring activities and amortization of acquisition-related intangible assets. We believe these measures are helpful in assessing capital expenditures and depreciation and amortization, enable period-to-period comparability and are useful in predicting future investing cash flows. These non-GAAP measures should not be considered as alternatives to capital expenditures and depreciation and amortization determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.

Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.7 for the twelve months ending June 30, 2018 compared to 1.4 for the twelve months ending June 30, ~~2017 compared to 1.1 for the twelve months ending June 30, 2016.~~2017.

Capital expenditures in the first six months of ~~2017~~2018 were primarily for machinery and equipment, armored vehicles ~~CompuSafes~~^®,and information ~~technology and machinery and equipment.~~technology.

Financing Activities


	Six Months Ended June 30,					$		Six Months Ended June 30,					$
(In millions)	2017			2016		change		2018			2017		change
Cash flows from financing activities
Borrowings and repayments:
Short-term borrowings	$	5.5		39.1		(33.6	)	$	10.5		5.5		5.0
Cash supply chain customer debt								(11.7		)	1.8		(13.5	)
Long-term revolving credit facilities, net	107.4			16.8		90.6		—			107.4		(107.4	)
Other long-term debt, net	(15.2		)	(23.8	)	8.6		(25.9		)	(15.2	)	(10.7	)
Borrowings (repayments)	97.7			32.1		65.6		(27.1		)	99.5		(126.6	)

Common stock issued	—			2.5		(2.5	)
Dividends to:
Shareholders of Brink’s	(12.6		)	(9.8	)	(2.8	)	(15.2		)	(12.6	)	(2.6	)
Noncontrolling interests in subsidiaries	(2.6		)	(2.1	)	(0.5	)	(1.9		)	(2.6	)	0.7
Proceeds from exercise of stock options	2.6			3.5		(0.9	)	0.8			2.6		(1.8	)
Minimum tax withholdings associated with share-based compensation	(8.9		)	(4.8	)	(4.1	)
Tax withholdings associated with share-based compensation								(11.3		)	(8.9	)	(2.4	)
Other	1.0			1.3		(0.3	)	0.2			1.0		(0.8	)
Financing activities	$	77.2		22.7		54.5		$	(54.5	)	79.0		(133.5	)

Debt borrowings and repayments

Cash flows from financing activities ~~increased~~decreased by ~~$54.5~~$133.5 million in the first six months of ~~2017~~2018 compared to the first six months of ~~2016~~2017 as net ~~borrowing on our revolving credit facilities exceeded net repayments of short-term borrowings.~~borrowings decreased compared to the prior year period.

Dividends

We paid dividends to Brink’s shareholders of $0.30 per share or $15.2 million in the first six months of 2018 compared to $0.25 per share or $12.6 million in the first six months of ~~2017 compared to $0.20 per share or $9.8 million in the first six months of 2016.~~2017. Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board of Directors.

Reconciliation of Net Debt to U.S. GAAP Measures


	June 30,			December 31,		June 30,			December 31,
(In millions)	2017			2016		2018			2017
Debt:
Short-term borrowings	$	175.7		162.8		$	41.4		45.2
Long-term debt	399.4			280.4		1,187.2			1,191.5
Total Debt	575.1			443.2		1,228.6			1,236.7
Restricted cash borrowings^(a)	(26.1		)	(22.3	)	(14.6		)	(27.0	)
Total Debt without restricted cash borrowings	549.0			420.9		1,214.0			1,209.7

Less:
Cash and cash equivalents	207.1			183.5		548.5			614.3
Amounts held by Cash Management Services operations^(b)	(18.4		)	(9.8	)	(21.3		)	(16.1	)
Cash and cash equivalents available for general corporate purposes	188.7			173.7		527.2			598.2

Net Debt	$	360.3		247.2		$	686.8		611.5


(a)	Restricted cash borrowings are 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.


(b)	Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources and in our computation of Net Debt.

Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP. We use Net Debt as a measure of our financial leverage. We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our condensed consolidated balance sheets. Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP, as of June 30, ~~2017,~~2018, and December 31, ~~2016.~~2017. Net Debt excluding cash and debt in Venezuelan operations was ~~$366 million at June 30, 2017, and $255~~$615 million at December 31, ~~2016.~~2017.

Net Debt increased by ~~$113~~$75 million primarily to fund business acquisitions and other working capital needs including insurance and bonus payments.

Liquidity Needs

Our operating liquidity needs are typically financed by cash from operations, short-term debt and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described ~~below). We have~~in more detail in Note 9 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing ~~capacity that are reported in our condensed consolidated financial statements.~~capacity). As of June 30, 2018, $1 billion was available under the Revolving Credit Facility. Based on our current cash on hand, amounts available under our credit facilities and current projections of cash flows from operations, we believe that we will be able to meet our liquidity needs for more than the next twelve months.

Limitations on dividends from foreign subsidiaries. A significant portion of our operations are outside the U.S. which may make it difficult or costly to repatriate cash for use in the U.S. See “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, ~~2016,~~2017, for more information on the risks associated with having businesses outside the U.S.

~~Incremental taxes.~~ Of the $207.1 million of cash and cash equivalents at June 30, 2017, $169.7 million (inclusive of $18.4 million of amounts held by Cash Management Services operations) is held by subsidiaries that we consider to be permanently invested and for which we do not expect to repatriate to the U.S. If we were to decide to repatriate this cash to the U.S., we may have to accrue and pay additional income taxes. Given the number of foreign operations and the complexities of the tax law, it is not practical to estimate the potential tax liability, but the amount of taxes owed could be material depending on how and when the repatriation occurred.

~~Venezuela~~. We have $5.2 million of cash and cash equivalents denominated in Venezuelan bolivars (as remeasured at the published DICOM rate of 2,640 bolivars to the U.S. dollar) at June 30, 2017. We believe that the DICOM process to convert bolivars (as described in Note 1 to the condensed consolidated financial statements) is the only method for which we could repatriate U.S. dollars. The Venezuelan government has restricted conversions of bolivars into U.S. dollars in the past and may do so in the future. We did not repatriate any U.S. dollars from Venezuela in 2016 and have not done so to date in 2017.

~~Debt~~

June 30, December 31,
(In millions) 2017 2016
Debt:
Short-term borrowings
Uncommitted credit facilities $ 124.0
108.3
Restricted cash borrowings^(a)
26.1
22.3
Other 25.6
32.2
Total short-term borrowings $ 175.7
162.8

Long-term debt
Bank credit facilities:
Revolving Facility $ 164.5
55.8
Private Placement Notes ^(b)
78.5
85.6
Term loan ^(c)
63.1
65.6
Multi-currency revolving facility 4.1
3.6
Other 10.2
2.8
Capital leases 79.0
67.0
Total long-term debt $ 399.4
280.4

Total debt $ 575.1
443.2

Included in:
Current liabilities $ 212.3
195.6
Noncurrent liabilities 362.8
247.6
Total debt $ 575.1
443.2


~~(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.


~~(b)~~	~~Amounts outstanding are net of unamortized debt costs of $0.1 million as of June 30, 2017 and $0.1 million as of December 31, 2016.~~


~~(c)~~	~~Amounts outstanding are net of unamortized debt costs of $0.1 million as of June 30, 2017 and $0.2 million as of December 31, 2016.~~

~~Short-Term Borrowings~~

~~Uncommitted Credit Facilities~~

~~Long-Term Debt~~

~~Revolving Facility~~

We have a $525 million unsecured multi-currency revolving bank credit facility (the “Revolving Facility”) that matures in March 2020. The Revolving Facility’s interest rate is based on LIBOR plus a margin or an alternate base rate plus a margin. The Revolving Facility allows us to borrow funds or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of June 30, 2017, $361 million was available under the Revolving Facility. Amounts outstanding under the Revolving Facility, as of June 30, 2017, were denominated primarily in U.S. dollars and to a lesser extent in euros.

The margin on LIBOR borrowings under the Revolving Facility, which can range from 1.0% to 1.70% depending on either our credit rating or leverage ratio as defined within the Revolving Facility, was 1.30% at June 30, 2017. The margin on alternate base rate borrowings under the Revolving Facility ranges from 0.0% to 0.70%. We also pay an annual facility fee on the Revolving Facility based on our credit rating or the leverage ratio. The facility fee can range from 0.125% to 0.30% and was 0.20% at June 30, 2017.

~~Private Placement Notes~~

As of June 30, 2017, we had $79 million principal amount of unsecured notes outstanding, which were issued through a private placement debt transaction (the “Notes”). The Notes comprise $29 million in series A notes with a fixed interest rate of 4.57% and $50 million in series B notes with a fixed interest rate of 5.20%. Annual principal payments under the series A notes began in January 2015 and continue through maturity. The series B notes are due in January 2021.

~~Term Loan~~

We entered into a $75 million unsecured term loan in March 2015. Interest on this loan is based on LIBOR plus a margin of 1.75%. Monthly principal payments began April 2015 and continue through to maturity, with the remaining balance of $34 million due in March 2022. As of June 30, 2017, the principal amount outstanding was $63 million.

~~Multi-currency Revolving and Other Facilities~~

As of June 30, 2017, we had one $20 million unsecured multi-currency revolving bank credit facility, of which $11 million was available. As of June 30, 2017, we had funded debt of $4 million and undrawn letters of credit and guarantees of $5 million issued under the multi-currency revolving bank credit facility, which expires in March 2019. Interest on this facility is based on LIBOR plus a margin, which ranges from 1.0% to 1.7%. We also have the ability to borrow from other banks, at the banks' discretion, under short-term uncommitted agreements. Various foreign subsidiaries maintain other lines of credit and overdraft facilities with a number of banks.

~~Letter of Credit Facilities~~

We have a $40 million uncommitted letter of credit facility that expires in May 2018. As of June 30, 2017, $5 million was utilized. We have two unsecured letter of credit facilities totaling $94 million, of which approximately $39 million was available at June 30, 2017. At June 30, 2017, we had undrawn letters of credit and guarantees of $55 million issued under these letter of credit facilities. A $40 million facility expires in December 2018 and a $54 million facility expires in December 2019. The Revolving Facility and the multi-currency revolving credit facilities are also used for issuance of letters of credit and bank guarantees.

The Revolving Facility, the Notes, the unsecured multi-currency revolving bank credit facility, the uncommitted credit facilities, the letter of credit facilities and the unsecured term loan contain certain subsidiary guarantees and various financial and other covenants. The financial covenants, among other things, limit our total indebtedness, restrict certain payments to shareholders, limit priority debt, limit asset sales, limit the use of proceeds from asset sales, provide for a maximum leverage ratio and provide for minimum coverage of interest costs. These agreements do not provide for the acceleration of payments should our credit rating be reduced. If we were not to comply with the terms of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all financial covenants at June 30, 2017.

Equity

At June 30, ~~2017,~~2018, we had 100 million shares of common stock authorized and approximately ~~50.4~~51.0 million shares issued and outstanding.

In May 2017, our board of directors authorized a $200 million share repurchase program, which expires on December 31, 2019. We are not obligated to repurchase any specific dollar amount or number of shares and, at June 30, ~~2017,~~2018, $200 million remains available under this program. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under the program may be made in the open market, in privately negotiated transactions, or otherwise.

U.S. Retirement Liabilities

																															Funded Status of U.S. Retirement Plans
	Actual			Actual		Projected										Actual			Actual		Projected
(In millions)	2016			1st Half 2017		2nd Half 2017		2018		2019		2020		2021		2017			First Half 2018		2nd Half 2018		2019		2020		2021		2022

Primary U.S. pension plan
Beginning funded status	$	(113.7	)	(107.8	)	(98.6	)	(91.4	)	(74.6	)	(57.0	)	(38.7	)	$	(107.8	)	(102.3	)	(91.3	)	(79.3	)	(55.4	)	(30.5	)	(4.5	)
Net periodic pension credit^(a)	17.9			9.2		9.3		18.7		18.6		18.3		19.6		18.5			11.0		11.0		22.9		23.5		25.4		27.2
Payment from Brink’s	—			—		—		—		—		—		13.1		—			—		—		—		—		—		—
Benefit plan experience loss	(12.0		)	—		(2.1	)	(1.9	)	(1.0	)	—		—		(13.0		)	—		1.0		1.0		1.4		0.6		—
Ending funded status	$	(107.8	)	(98.6	)	(91.4	)	(74.6	)	(57.0	)	(38.7	)	(6.0	)	$	(102.3	)	(91.3	)	(79.3	)	(55.4	)	(30.5	)	(4.5	)	22.7

UMWA plans
Beginning funded status	$	(205.7	)	(226.6	)	(228.2	)	(228.4	)	(230.0	)	(232.4	)	(235.6	)	$	(226.6	)	(294.3	)	(294.1	)	(294.7	)	(296.8	)	(299.8	)	(303.8	)
Net periodic postretirement cost^(a)	(1.4		)	(0.8	)	(1.0	)	(1.6	)	(2.4	)	(3.2	)	(4.1	)	(1.9		)	(0.3	)	(0.1	)	(2.1	)	(3.0	)	(4.0	)	(5.2	)
Benefit plan experience loss	(19.2		)	—		—		—		—		—		—		(66.3		)	—		—		—		—		—		—
Other	(0.3		)	(0.8	)	0.8		—		—		—		—		0.5			0.5		(0.5	)	—		—		—		—
Ending funded status	$	(226.6	)	(228.2	)	(228.4	)	(230.0	)	(232.4	)	(235.6	)	(239.7	)	$	(294.3	)	(294.1	)	(294.7	)	(296.8	)	(299.8	)	(303.8	)	(309.0	)

Black lung plans
Beginning funded status	$	(55.4	)	(57.2	)	(54.2	)	(53.3	)	(49.4	)	(45.7	)	(42.3	)	$	(57.2	)	(67.0	)	(63.9	)	(62.4	)	(57.8	)	(53.5	)	(49.5	)
Net periodic postretirement cost^(a)	(2.3		)	(1.1	)	(1.3	)	(2.0	)	(1.8	)	(1.7	)	(1.5	)	(2.4		)	(1.2	)	(1.3	)	(2.0	)	(1.9	)	(1.8	)	(1.6	)
Payment from Brink’s	8.1			4.1		2.2		5.9		5.5		5.1		4.7		7.3			4.3		2.8		6.6		6.2		5.8		5.4
Benefit plan experience loss	(7.6		)	—		—		—		—		—		—		(14.7		)	—		—		—		—		—		—
Ending funded status	$	(57.2	)	(54.2	)	(53.3	)	(49.4	)	(45.7	)	(42.3	)	(39.1	)	$	(67.0	)	(63.9	)	(62.4	)	(57.8	)	(53.5	)	(49.5	)	(45.7	)


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

Primary U.S. Pension Plan

Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. We did not make cash contributions to the primary U.S. pension plan in ~~2016~~2017 or the first six months of ~~2017.~~2018. There are approximately ~~14,800~~14,200 beneficiaries in the plans.

Based on ~~current~~ assumptions found in our Annual Report on Form 10-K for the year ended December 31, 2017, we do not expect to make any additional ~~contributions until 2021.~~contributions.

UMWA Plans

Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees. There are approximately ~~3,600~~3,300 beneficiaries in the UMWA plans. The company does not expect to make additional contributions to these plans until 2027 based on actuarial assumptions.

Black Lung

Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973. There are approximately ~~750~~760 black lung beneficiaries.

Assumptions for U.S. Retirement Obligations

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

Discount rates and other assumptions in effect at measurement dates (normally December 31)

Investment returns of plan assets

Addition of new participants (historically immaterial due to freezing of pension benefits and exit from coal business)

Mortality rates

Change in laws

The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Summary of Expenses Related to All U.S. Retirement Liabilities through ~~2021~~2022

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


	Actual		Actual	Projected						Actual		Actual	Projected
(In millions)	2016		1st Half 2017	2nd Half 2017	FY2017	2018	2019	2020	2021	2017		First Half 2018	2nd Half 2018	FY2018	2019	2020		2021		2022
Primary U.S. pension plan	$	6.8	3.1	2.7	5.8	4.8	4.0	3.8	0.1	$	7.7	2.9	2.6	5.5	2.6	(0.3	)	(5.9	)	(10.9	)
UMWA plans	14.8		7.9	8.9	16.8	13.8	13.8	13.9	14.2	16.8		8.5	7.6	16.1	18.3	18.3		18.4		18.6
Black lung plans	7.3		4.0	4.4	8.4	6.6	4.6	4.2	3.9	8.4		4.7	5.1	9.8	6.2	5.8		5.4		4.9
Total	$	28.9	15.0	16.0	31.0	25.2	22.4	21.9	18.2	$	32.9	16.1	15.3	31.4	27.1	23.8		17.9		12.6

Summary of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through ~~2021~~2022

This table summarizes actual and projected payments:

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

from the plans to participants.


	Actual		Actual	Projected						Actual		Actual	Projected
(In millions)	2016		1st Half 2017	2nd Half 2017	FY2017	2018	2019	2020	2021	2017		First Half 2018	2nd Half 2018	FY2018	2019	2020	2021	2022
Payments from Brink’s to U.S. Plans
Primary U.S. pension plan	$	—	—	—	—	—	—	—	13.1
Black lung plans	8.1		4.1	2.2	6.3	5.9	5.5	5.1	4.7	$	7.3	4.3	2.8	7.1	6.6	6.2	5.8	5.4
Total	$	8.1	4.1	2.2	6.3	5.9	5.5	5.1	17.8	$	7.3	4.3	2.8	7.1	6.6	6.2	5.8	5.4

Payments from U.S. Plans to participants
Primary U.S. pension plan	$	47.1	23.7	26.2	49.9	50.2	50.5	50.7	50.8	$	49.1	24.3	26.0	50.3	50.6	50.8	50.9	50.8
UMWA plans	31.7		16.3	15.6	31.9	31.9	31.7	32.7	31.9	33.5		13.1	21.1	34.2	34.0	34.4	34.3	33.6
Black lung plans	8.1		4.1	2.2	6.3	5.9	5.5	5.1	4.7	7.3		4.3	2.8	7.1	6.6	6.2	5.8	5.4
Total	$	86.9	44.1	44.0	88.1	88.0	87.7	88.5	87.4	$	89.9	41.7	49.9	91.6	91.2	91.4	91.0	89.8

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

Contingent Matters

See Note 1113 to the condensed consolidated financial statements for information about contingent matters at June 30, ~~2017.~~2018.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We serve customers in more than 100 countries, including 4041 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the six months ended June 30, ~~2017.~~2018.

Item 4. Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Executive Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. ~~Based upon~~As a result of this evaluation, our CEO and CFO concluded that ~~evaluation,~~the material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2017 were still present as of June 30, 2018. Based on those material weaknesses, and the ~~end~~evaluation of ~~the period covered by this report,~~our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures ~~are~~were not effective ~~to ensure~~as of June 30, 2018.

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that ~~information required to be disclosed by us~~the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.United States of America.

Changes in internal control over financial reporting.

There has been no change in our internal control over financial reporting during the quarter ended June 30, ~~2017~~2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Forward-looking information

This document contains both historical and forward-looking information. Words such as “anticipates,” “assumes,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” “could,” “may,” “should” and similar expressions may identify forward-looking information. Forward-looking information in this document includes, but is not limited to, statements concerning: ~~the scope,~~segment operating profit margin outlook; potential effects of currency rate changes; anticipated ~~savings,~~ costs ~~and other impacts~~ of our Reorganization and Restructuring activities; the ~~repatriation~~use of cash ~~from our Venezuelan operations; compensation costs related~~ to ~~equity awards; the anticipated financial effect of pending litigation; the effect of new accounting standards;~~fund business acquisitions; realization of deferred tax assets; our effective tax rate and future ~~pension obligations;~~tax payments; the ability to meet liquidity needs; ~~the use of cash and short-term investments to fund business acquisitions; expectations regarding the closing of our acquisition of Temis;~~ expenses and payouts for the U.S. retirement plans and the non-U.S. pension plans and the ~~expected long-term rate of return and~~ funded status of the primary pension plan; expected liability for and future contributions to the UMWA plans; and liability for black lung ~~obligations; and our ability to obtain U.S. dollars in Venezuela.~~obligations. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated.

These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:

our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses;

our ability to improve service levels and quality in our core businesses;

market volatility and commodity price fluctuations;

seasonality, pricing and other competitive industry factors;

investment in information technology and its impact on revenue and profit growth;

our ability to maintain an effective IT infrastructure and safeguard confidential information;

our ability to effectively develop and implement solutions for our customers;

risks associated with operating in foreign countries, including changing political, labor and economic conditions, regulatory issues, currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions determined to be highly inflationary, and restrictive government actions, including nationalization;

labor issues, including negotiations with organized labor and work stoppages;

the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;

our ability to identify, evaluate and complete acquisitions and other strategic transactions ~~(including those in the home security industry)~~ and to successfully integrate acquired companies;

costs related to dispositions and market exits;

our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers;

safety and security performance and loss experience;

employee, environmental and ~~environmental~~other liabilities in connection with former coal operations, including black lung claims;

the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations;

funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits;

changes to estimated liabilities and assets in actuarial assumptions;

the nature of hedging relationships and counterparty risk;

access to the capital and credit markets;

our ability to realize deferred tax assets;

the outcome of pending and future claims, litigation, and administrative proceedings;

public perception of our business, reputation and ~~reputation;~~brand;

changes in estimates and assumptions underlying our critical accounting policies; and

the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.

This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, ~~2016~~2017 and in our other public filings with the Securities and Exchange Commission. The forward looking information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document.

Part II - Other Information

Item 1. Legal Proceedings

For a discussion of legal proceedings, see Note 1113 to the condensed consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.

~~Item 5. Other Information~~

The following information is provided in accordance with Item 5.02(e) of Form 8-K (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers):

As previously reported on May 9, 2017, at the 2017 Annual Meeting of Shareholders of The Brink’s Company (the “Company”) held on May 5, 2017, the Company’s shareholders approved each of the Company’s Executive Incentive Plan (the “Executive Plan”) and the Company’s 2017 Equity Incentive Plan (the “Equity Incentive Plan”). A description of the material terms of each of the Executive Plan and the Equity Incentive Plan are set forth on pages 79 through 80 and 81 to 89, respectively, of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 20, 2017 and is incorporated herein by reference. The descriptions of each of the Executive Plan and the Equity Incentive Plan are qualified in their entirety by reference to the Executive Plan and the Equity Incentive Plan, respectively, which are attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 6. Exhibits

Exhibit

Number



~~10.1~~	~~Executive Incentive Plan, effective as of January 1, 2017.~~

~~10.2~~	~~2017 Equity Incentive Plan, effective as of May 5, 2017.~~

~~10.3~~	~~Form of 2017 Award Agreement for deferred stock units granted under the 2017 Equity Incentive Plan.~~

31.1	Certification of Douglas A. Pertz, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Ronald J. Domanico, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Douglas A. Pertz, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Ronald J. Domanico, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, ~~2017,~~2018, furnished in XBRL (eXtensible Business Reporting Language)). Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets at June 30, ~~2017,~~2018, and December 31, ~~2016,~~2017, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (iv) the Condensed Consolidated Statements of Equity for the ~~three~~six months ended June 30, ~~2017~~2018 and ~~2016,~~2017, (v) the Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended June 30, ~~2017~~2018 and ~~2016~~2017 and (vi) the Notes to the Condensed Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURE

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



	THE BRINK’S COMPANY


July ~~26, 2017~~25, 2018	By: /s/ Ronald J. Domanico
	Ronald J. Domanico
	(Executive Vice President and
	Chief Financial Officer)
	(principal financial officer)

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