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<SEC-DOCUMENT>0000078890-04-000007.txt : 20040315
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<ACCEPTANCE-DATETIME>20040315123815
ACCESSION NUMBER: 0000078890-04-000007
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 9
CONFORMED PERIOD OF REPORT: 20031231
FILED AS OF DATE: 20040315
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BRINKS CO
CENTRAL INDEX KEY: 0000078890
STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731]
IRS NUMBER: 541317776
STATE OF INCORPORATION: VA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09148
FILM NUMBER: 04668531
BUSINESS ADDRESS:
STREET 1: 1801 BAYBERRY COURT
STREET 2: P O BOX 18100
CITY: RICHMOND
STATE: VA
ZIP: 23226-1800
BUSINESS PHONE: 8042899681
MAIL ADDRESS:
STREET 1: 1801 BAYBERRY COURT
STREET 2: P O BOX 18100
CITY: RICHMOND
STATE: VA
ZIP: 23226-8100
FORMER COMPANY:
FORMER CONFORMED NAME: PITTSTON CO
DATE OF NAME CHANGE: 19920703
</SEC-HEADER>
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<TYPE>10-K
<SEQUENCE>1
<FILENAME>form10k.txt
<DESCRIPTION>FORM 10-K
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] 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 1-9148
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P.O. Box 18100,
1801 Bayberry Court
Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 289-9600
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
------------------- ----------------
The Brink's Company Common Stock, Par Value $1 New York Stock Exchange
Rights to Purchase Series A Participating New York Stock Exchange
Cumulative Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
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 and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes [X] No [ ]
As of March 5, 2004, there were issued and outstanding 54,251,610
shares of common stock. The aggregate market value of shares of common stock
held by nonaffiliates, as of June 30, 2003, was $764,203,741.
Documents incorporated by reference: Part I, Part II and Part IV
incorporate information by reference from the Annual Report of the Company for
the year ended December 31, 2003. Part III incorporates information by reference
from portions of the Registrant's definitive 2004 Proxy Statement to be filed
pursuant to Regulation 14A.
<PAGE>
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
- --------------------------------------------------------------------------------
The Brink's Company
The Brink's Company, a Virginia corporation incorporated in 1930, has three
primary operating segments within its "Business and Security Services"
businesses: Brink's, Incorporated ("Brink's"); Brink's Home Security, Inc.
("BHS"); and BAX Global Inc. ("BAX Global").
In May 2003, the shareholders approved a proposal to change the Company's name
to "The Brink's Company." The Company's shares now trade on the New York Stock
Exchange under the symbol "BCO." The Company's shares previously traded on the
New York Stock Exchange under the symbol "PZB."
Financial information related to the Company's operating segments is included in
Note 2 to the consolidated financial statements in the Company's 2003 Annual
Report, which note is herein incorporated by reference.
The Company has approximately 48,600 employees in its Business and Security
Services operations, including approximately 36,000 at Brink's, 2,600 at BHS and
9,900 at BAX Global.
A significant portion of the Company's business is conducted outside the United
States. Because the financial results of the Company are reported in U.S.
dollars, they are affected by changes in the value of the various foreign
currencies in relation to the U.S. dollar. The Company, from time to time, uses
foreign currency forward contracts to hedge certain transactional risks
associated with foreign currencies. The Company is also subject to other 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. The future effects of such risks on the
Company cannot be predicted.
Available Information and Corporate Governance Documents
The Brink's Company's internet address is www.brinkscompany.com. The Company
makes available, free of charge, through its website, its Annual Report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after the Company electronically
files such information with or furnishes it to the Securities and Exchange
Commission. In addition, the Corporate Governance Policies, Business Code of
Ethics and the charters of the Audit and Ethics, Compensation and Benefits and
Corporate Governance and Nominating Committees are available on the Company's
web site and are available in print, without charge, to any shareholder upon
request by contacting the Corporate Secretary at 1801 Bayberry Court, P. O. Box
18100, Richmond, Virginia 23226-8100.
BUSINESS AND SECURITY SERVICES
Brink's, Incorporated ("Brink's")
General
The major services offered by Brink's include armored car transportation,
automated teller machine ("ATM") servicing, currency and deposit processing
(including "Cash Logistics" services), coin sorting and wrapping, arranging the
secure air transportation of valuables ("Global Services") and the deploying and
servicing of safes and safe control devices, including its patented CompuSafe(R)
service.
Brink's has operations throughout the world with 42% of its 2003 revenues from
its operations in North America. Brink's in North America serves customers
through 155 branches in the U.S. and 44 branches in Canada.
Brink's operations outside North America are located in 48 countries, with
concentrations in Europe (39% of Brink's 2003 revenues) and South America (15%
of Brink's 2003 revenues.) In addition, Brink's has growing operations in the
Asia-Pacific region of the world that accounted for 4% of its 2003 revenues.
Brink's largest operations outside North America, in terms of 2003 revenues,
were located in France, Venezuela, the Netherlands, Brazil, Germany, the United
Kingdom and Colombia. These operations accounted for 80% of 2003 revenues
outside of North America.
Brink's ownership interest in subsidiaries and affiliated companies ranges from
20% to 100%. In some instances local laws limit the extent of Brink's ownership
interest.
Brink's customers include banks; industrial, retail and other commercial
businesses; investment banking and brokerage firms; and government agencies,
such as a country's central bank. Brink's provides individualized services under
separate contracts designed to meet the distinct transportation, security and
logistics requirements of its customers. These contracts are usually for an
initial term of, at least, one year but continue in effect thereafter until
canceled by either party.
Brink's armored car transportation services generally include secure
transportation of:
o Cash between businesses and banks.
o Cash, securities and other negotiable items and valuables between commercial
banks, central banks (such as the U.S. Federal Reserve Banks and their
branches and correspondents) and brokerage firms.
o New currency, coins and precious metals for a number of central banks
throughout the world.
o Canceled checks between banks or between a clearing house and its member
banks in certain geographic areas.
1
<PAGE>
The trend by banks, retail businesses and others to outsource vaulting and cash
room operations continued in 2003. Brink's provides coin and currency processing
("Cash Logistics") services primarily to banks and retail customers. Cash
Logistics is a fully integrated solution that proactively manages the entire
cycle of cash from point-of-sale through deposit at the bank. The process
includes transportation, cashier balancing and reporting, deposit processing and
consolidation, and electronic information exchange. Retail customers use Brink's
Cash Logistics services to count and reconcile coins and currency in Brink's
secure environment, to prepare bank deposit information and to replenish retail
locations' coins and currency in proper denominations.
Through its proprietary cash processing and information systems, Brink's offers
customers the ability to integrate a full range of vault, ATM, transportation,
storage, processing, inventory management and reporting services. Brink's
believes that its cash processing and information systems differentiate its Cash
Logistics services from its competitors.
For transporting money and other valuables over long distances, Brink's Global
Services offers a combined armored car and secure air transportation service
between many cities around the world. Brink's uses regularly scheduled or
chartered aircraft in connection with its air courier services. Included in
Global Services is a specialized diamond and jewelry secure transportation
operation, with offices in the major diamond and jewelry centers of the world.
Brink's CompuSafe(R) services provide retail customers with a proprietary
integrated system for safeguarding and managing cash. Brink's markets its
CompuSafe(R) services to a variety of cash-intensive retail customers, such as
convenience stores, gas stations and restaurants. The service includes
installing a specialized safe in the retail establishment that holds safeguarded
canisters. The customer's employees deposit currency into the canister. The
canister can only be removed by Brink's armored car personnel.
Competition
Brink's is the oldest and largest armored car service company in the U.S. as
well as a market leader in many of the countries in which it operates.
Worldwide, Brink's competes with a number of large multinational companies and
with many smaller companies.
Primary factors in attracting and retaining customers are security, the quality
of services provided and the price for services. Brink's believes its
competitive advantages include:
o Recognizable name
o Reputation for a high level of service and security
o Proprietary cash processing and information systems
o High-quality insurance coverage
o Ability to serve multiple markets for the same customer in many of the
countries in which Brink's has operations
Brink's believes its cost structure is generally competitive, although Brink's
believes certain competitors may have lower costs as a result of lower wage and
benefit levels for employees or as a result of different security and service
standards.
Brink's growth in revenues from financial institutions and retail businesses is
partially dependent on the growth in the economy. Recent slow economic growth
has resulted in an increasing focus on the cost of all services including
armored car services by customers and potential customers. Because Brink's
management believes that the high level of service and security provided
differentiates Brink's from its competitors, Brink's resists competing on price
alone.
The availability of quality and reliable insurance coverage is an important
factor in the ability of Brink's to obtain and retain customers and to manage
the risks of its business. Brink's purchases insurance coverage for losses in
excess of what it considers prudent deductibles and/or retentions. For losses
below deductible or retention levels, Brink's is self-insured. Brink's insurance
policies cover losses from most causes, with the exception of war, nuclear risk
and certain other exclusions typical for such policies. Brink's generally does
not offer its customers protection from losses arising from excluded clauses.
Insurance is provided by different groups of underwriters at negotiated rates
and terms. Insurance is available to Brink's in major markets although the
premiums charged are subject to fluctuations depending on market conditions. The
loss experience of Brink's and, to a limited extent, other armored carriers
affects premium rates charged to Brink's.
Service Mark, Patents and Copyrights
BRINKS is a registered service mark in the U.S. and certain foreign countries.
The BRINKS mark, name and related marks are of material significance to Brink's
business. Brink's owns patents with respect to certain coin sorting and counting
machines, which expire in 2007 and 2008, respectively. Brink's has patents
associated with its integrated CompuSafe(R) service, that expire in 2015 through
2018. The patents for the CompuSafe(R) device and sorting and counting machines
provide important advantages to Brink's. However, Brink's operations are not
dependent on the existence of the aforementioned patents.
The Company has entered into certain agreements to license the Brink's and the
Brink's Home Security name. Examples include licenses to distributors of
security products (padlocks, home safes, door and window hardware, etc.) offered
for sale to consumers through major retail chains.
Government Regulation
The operations of Brink's are subject to regulation by the U.S. Department of
Transportation with respect to safety of operations and equipment and financial
responsibility. Intrastate operations in the U.S. and intraprovince operations
in Canada are subject to regulation by state and by Canadian and provincial
regulatory authorities, respectively. Brink's International operations are
regulated to varying degrees by the countries in which they operate.
2
<PAGE>
Employee Relations
At December 31, 2003, Brink's and its subsidiaries had approximately 36,000
employees, including 10,600 employees in North America, (of whom 1,800 were
classified as part-time employees) and 25,400 employees outside North America.
At December 31, 2003, Brink's was a party to 13 collective bargaining agreements
in North America with various local unions covering approximately 1,300
employees, almost all of whom are employees in Canada and members of unions
affiliated with the International Brotherhood of Teamsters. Two agreements will
expire in 2004 and both are expected to be renegotiated. The remaining
agreements will expire after 2004. Outside of North America, the branch
workforce are members of labor or employee organizations in the majority of the
countries of operation. Brink's believes that its employee relations are
satisfactory.
Properties
Brink's has property and equipment in locations throughout the world. Branch
facilities generally have office space, a vault to securely store valuables, and
a garage to house armored vehicles and to serve as vehicle terminals. Many
times, branches have additional space to repair and maintain vehicles.
Brink's owns or leases armored vehicles, panel trucks and other vehicles that
are primarily service vehicles. Brink's armored vehicles are of bullet-resistant
construction and are specially designed and equipped to afford security for crew
and cargo.
The following table discloses leased and owned facilities and vehicles for
Brink's most significant operations as of December 31, 2003.
<TABLE>
<CAPTION>
Branch Facilities Vehicles
- -----------------------------------------------------------------------------------------------------------
Country Leased Owned Total Leased Owned Total
- -----------------------------------------------------------------------------------------------------------
<S> <C>
U.S 133 22 155 1,668 580 2,248
Canada 35 9 44 313 139 452
Europe 162 20 182 1,324 1,096 2,420
South America 112 24 136 125 2,213 2,338
Asia Pacific 63 20 83 5 127 132
- -----------------------------------------------------------------------------------------------------------
Total 505 95 600 3,435 4,155 7,590
===========================================================================================================
</TABLE>
Of the leased branches in North America, 120 facilities are held under long-term
leases. The remaining 48 branches are held under short-term leases or
month-to-month tenancies.
Approximately 4,300 Brink's-owned CompuSafe(R) devices are located on customers'
premises in North America.
Brink's Home Security ("BHS")
General
BHS believes that it is the second largest provider of monitored security
services to single family residences and commercial properties in North America.
BHS is primarily engaged in the business of marketing, selling, installing,
monitoring and servicing electronic security systems in owner-occupied,
single-family residences. At December 31, 2003, BHS had more than 833,000
systems under monitoring contracts, including approximately 122,000 new
subscribers added during the year. BHS provides services to subscribers located
in most metropolitan areas in 44 states, the District of Columbia and several
markets in two western provinces in Canada.
BHS' typical security system installation consists of sensors and other devices
which are installed at a customer's home or commercial location. The equipment
can be configured to signal intrusion, fire, medical and other alerts. When an
alarm is triggered, a signal is sent by telephone line to BHS' central
monitoring station in Irving, Texas. The monitoring station holds an
Underwriters' Laboratories, Inc. ("UL") listing. UL specifications for service
centers include building integrity, back-up computer and power systems, staffing
and standard operating procedures. In the event of an emergency, such as fire,
tornado, major interruption in telephone or computer service, or any other event
affecting the Irving facility, monitoring operations can be transferred to a
backup facility located in Carrollton, Texas.
BHS markets its alarm systems primarily through television and direct mail
advertising, yellow page and internet advertising, alliances with other service
companies, inbound telemarketing and field sales employees. BHS employees
install and service most of the systems; however, dealers and subcontractors are
utilized on occasion in some service areas. BHS does not manufacture the
equipment used in its security systems. Equipment is purchased from a limited
number of suppliers and no interruptions in supply are expected. Equipment
inventories are maintained at each branch office.
3
<PAGE>
BHS has an authorized dealer program to expand its geographic coverage and
leverage its national advertising. The dealer program accounted for 12% of new
installations during 2003 and, as of December 31, 2003, 4% of BHS' total
subscriber base. Approximately 81 dealers were authorized to participate in the
program as of December 31, 2003. BHS requires that its dealers install the same
type of equipment as is installed by its own branches, and adhere to the same
installation quality standards.
In addition to initiating subscriber relationships through its branch and dealer
networks, BHS obtains new residential subscribers through its Brink's Home
Technologies ("BHT") division. BHT markets residential security systems, as well
as a variety of low-voltage security, home networking, communications and
entertainment options, directly to major home builders. New system activations
from BHT accounted for 9% of new subscribers added during 2003.
BHS also provides monitored security to residents of apartment and condominium
complexes; however, these customers currently represent less than 2% of
subscribers.
Although its core business is focused on the monitoring of residential security
systems, BHS installs and monitors commercial security systems. Commercial
customers represented approximately 4% of subscribers at year end.
Government Regulation
BHS and its employees are subject to various federal, state and local consumer
protection, licensing and other laws and regulations. Most states in which BHS
operates have licensing laws directed specifically toward the alarm industry.
BHS' business relies upon the use of wireline telephone service to communicate
signals. Wireline telephone companies are currently regulated by both the
Federal and state governments. BHS' wholly owned Canadian subsidiary is subject
to the laws of Canada, British Columbia and Alberta.
The alarm service industry experiences a high incidence of false alarms. BHS
believes its false alarm rate compares favorably to other companies' rates. The
high incidence of false alarms in the industry has caused some local governments
to impose assessments, fines and penalties on either subscribers or the alarm
companies. A few municipalities have adopted ordinances under which both permit
and alarm dispatch fees are charged directly to the alarm companies. BHS' alarm
service contracts generally allow BHS to pass these charges on to customers.
Police departments in two major western U.S. cities are not required to respond
to calls from alarm companies unless an emergency has been visually verified. If
more police departments in the future refuse to respond to calls from alarm
companies without visual verification, this could have an adverse effect on
future results of operations for BHS.
On October 1, 2003, the Federal Communications Commission/ Federal Trade
Commission "Do Not Call" list went into effect. Federal law prohibits telephone
solicitations to phone numbers on the Do Not Call list. BHS has implemented
policies, procedures and training to help ensure compliance with this law. This
law constrains BHS' ability to contact prospects referred to it by customers or
other businesses with whom BHS has marketing alliance agreements. However, as
there are other ways to initiate a sale, the overall impact that the "Do Not
Call" list will have on BHS' ability to attract new subscribers, or the costs to
attract new subscribers, cannot be determined at present.
Competition
BHS competes in most major metropolitan markets in the U.S. and several markets
in western Canada through BHS owned branch operations or its authorized dealer
program. The monitored security alarm market has a large number of competitors,
including thousands of local and regional companies. BHS believes it is now the
second largest provider of monitored security services to single-family
residences and commercial properties in North America.
Competition is based on a variety of factors including, but not limited to,
company reputation and service quality, product quality and price. There is
substantial competitive pressure on installation fees. Several significant
competitors offer installation prices which match or are less than BHS' prices;
however, many of the small local competitors in BHS' markets continue to charge
significantly more for installation. Competitive pressure on monitoring rates,
while less intense than on installation fees, is still substantial. BHS believes
that the monitoring rates it offers are generally comparable to the rates
offered by other major security companies.
BHS believes its customer retention rate is the highest among the major home
security service companies. BHS believes this favorable retention rate is due to
its focus on selecting new customers with strong credit backgrounds and the high
quality of customer service it provides.
Employees
BHS has approximately 2,600 employees, none of whom is covered by a collective
bargaining agreement. BHS believes that its employee relations are satisfactory.
Properties
BHS has approximately 60 leased offices and warehouse facilities located
throughout the U.S. and two leased offices in Canada. The lease for the central
monitoring station in Irving, Texas expires in 2005, but includes several
renewal options. This facility also serves as BHS' headquarters and houses most
administrative, technical and marketing services personnel. Additional
administrative personnel are located in a portion of an adjacent building in
office space that is leased for a term ending in 2009. The lease for the backup
monitoring center in Carrollton, Texas, expires in 2005. BHS leases
approximately 1,200 vehicles which are used in the process of installing and
servicing its security systems.
4
<PAGE>
BHS retains ownership of most of the more than 833,000 systems currently being
monitored. When a customer cancels monitoring services, BHS typically disables
the system. In a limited number of cases, BHS removes the equipment. When a
residential customer cancels monitoring services because of an impending
household move, the retention of the BHS system in the residence facilitates the
marketing of monitoring services to the subsequent homeowner.
BAX Global
General
BAX Global provides heavy freight transportation and supply chain management
services on a global basis. BAX Global specializes in the heavy freight market
for business to business shipping.
BAX Global's transportation services are provided within North America using a
dedicated fleet of 18 planes with a national sorting hub in Toledo, Ohio. BAX
Global's North American operation also has a ground network that provides
transportation on a regional basis.
Outside North America, BAX Global provides transportation services using
available space on commercial carriers and, on occasion, using chartered
aircraft. BAX Global's primary markets outside North America are shipping
Intra-Asia, from Asia to North America and Europe, Intra-Europe and between
North America and Europe.
BAX Global continues to expand its ocean shipping business primarily by
marketing its ocean products to its current air freight and supply chain
management customer base.
Air Transport International, LLC ("ATI"), a wholly owned subsidiary of BAX
Global, provides transportation services in North America to BAX Global and also
provides worldwide charter transportation services to other customers.
BAX Global provides certain transportation customers with supply chain
management services and operates more than 40 logistics warehouse and
distribution facilities in key world markets. BAX Global specializes in
developing supply chain management programs for companies entering new global
markets or consolidating regional activity.
BAX Global's Products
Expedited Freight Services Region offered
- -------------------------- --------------
o Overnight delivery Worldwide
o Second-day delivery Worldwide
o Wholesale freight forwarding Americas
o Air export delivery Worldwide
Nonexpedited Freight Services Region offered
- ----------------------------- --------------
o BAXSaver Suite of deferred
delivery products (various deferred
delivery terms) Americas
o Ocean delivery Worldwide
o Customs brokerage services Worldwide
o Supply chain management services Worldwide
o Aircraft charter services Worldwide
Transportation
BAX Global offers its North American (U.S., Canada and Mexico) transportation
customers a variety of products and pricing options, such as guaranteed and
standard overnight and second-day delivery as well as deferred delivery
(delivery generally within one to three business days).
A variety of value-added ancillary services, such as shipment tracking,
inventory control and management reports are also offered. BAX Global began
offering a time-definite, guaranteed product to freight forwarders, freight
brokers and international airlines in 2003. BAX Global primarily markets to
small to mid-sized forwarders and provides a higher service level compared to
common carriage. In 2004, BAX expects to continue to expand its sales and
marketing efforts to this market.
Outside North America, BAX Global offers a variety of services including
standard and expedited freight services, ocean forwarding and door-to-door
delivery.
BAX Global also frequently acts as customs broker, facilitating the clearance of
goods through customs at international points of entry. BAX Global has the
ability to link its international network with the North American transportation
infrastructure and customs brokerage capabilities to provide seamless
door-to-door delivery and distribution from global markets to virtually any city
in North America.
BAX Global sells its services primarily through its direct sales force. BAX
Global uses various marketing methods, including print media advertising and
direct marketing campaigns.
BAX Global generally picks up or receives freight shipments from its customers,
consolidates the freight of various customers into shipments for common
destinations and arranges for the transportation of the consolidated freight.
BAX Global uses either commercial carriers or, in the case of most of its North
American shipments, its own transportation fleet and regional and national hub
sorting facilities. BAX Global distributes the shipments at the package's
destination. While shipments move long distances on either common carrier or BAX
Global's fleet, the local pickup and delivery of freight are accomplished
principally by independent contractors using trucks dedicated to the BAX Global
network. BAX Global's independent contractors are required to display BAX
Global's logo and colors.
BAX Global has the ability to provide freight service to all North American
business communities as well as to virtually all countries throughout its
network of 500 company-operated stations and agent locations in 124 countries.
BAX Global's network is composed primarily of controlled subsidiaries and, to a
lesser extent, agents and sales representatives in certain non-U.S. locations,
typically under short-term contracts.
5
<PAGE>
BAX Global's freight business is tied to the cycles of international trade, with
higher volumes of shipments from August through December than during the other
months of the year. The lowest volume of shipments generally occurs in January
and February.
Including U.S. export and import revenue, BAX Global's international shipments
and logistics services accounted for approximately 77% of its revenues in 2003.
Intra-U.S. shipments accounted for approximately 23% of total revenues in 2003.
BAX Global's network has a worldwide communications and information system which
provides global tracking and tracing of shipments and logistics data for
management information reports, enabling customers to improve efficiency and
control costs. BAX Global's customers are increasingly turning to its online
services offering information management available via its web site,
www.baxglobal.com.
Supply Chain Management
BAX Global's supply chain management business specializes in developing
solutions that include the design, implementation and management of inventory,
distribution and information processes to improve a customer's efficiency and
productivity.
BAX Global operates value-added logistics warehouse and distribution facilities
in key world markets. Companies in the healthcare, retail, automotive, aerospace
and high technology industries have been targeted as businesses with significant
supply chain management needs.
Worldwide revenues from the supply chain management business represented 10% of
BAX Global's total revenues in 2003.
North American Aircraft Operations
BAX Global has a fleet of leased and contracted aircraft providing regularly
scheduled next-day service throughout North America. BAX Global's wholly owned
subsidiary, ATI, is a U.S.-based freight and passenger airline that operates a
certificated fleet of DC-8 aircraft. BAX Global also operates Boeing 727s under
contracts that provide the aircraft, crew, maintenance and insurance ("ACMI").
In addition to the aircraft assigned to BAX Global's North American
transportation network, ATI also provides domestic and international service for
the U.S. Government Air Mobility Command and other charter customers.
The following is a summary of BAX Global's fleet as of December 31, 2003.
BAX Global's
Transportation Charter
Network Customers Grounded Total
- -----------------------------------------------------------------------------
DC-8:
Cargo:
Leased 10 2 - 12
Owned - - 3 3
Combi-Configured (a):
Leased - 3 - 3
Owned - 2 1 3
727-Cargo-ACMI 11 - - 11
- -----------------------------------------------------------------------------
Total Planes 21 7 4 32
=============================================================================
(a) Aircraft configured to accommodate both passengers and cargo.
Of the 21 planes in BAX Global's transportation network, 18 are assigned to
regularly scheduled routes. Generally, three planes are held for use as backups
or are in maintenance.
BAX Global's nightly scheduled lift capacity for planes in operation at December
31, 2003 was approximately 1.0 million pounds, based on an average freight
density of 7.5 pounds per cubic foot. BAX Global's nightly lift capacity varies
depending upon the number and type of planes operated by BAX Global at any
particular time. Including trucking capacity available to BAX Global, the
aggregate daily cargo capacity at December 31, 2003, was approximately 1.9
million pounds.
For aircraft held under long-term lease, BAX Global is generally responsible for
all the normal costs of operating and maintaining the aircraft. In addition, BAX
Global is generally responsible for all or a portion of any special maintenance
or modifications which may be required by Federal Aviation Administration
("FAA") regulations or orders (see "Government Regulation" below). BAX Global's
ultimate liability for mandated special maintenance or modifications is
generally subject to dollar limits, specific exclusions and sharing arrangements
with the lessors. Over the last three years, BAX Global spent a total of
approximately $70 million on routine heavy maintenance of its aircraft fleet.
BAX Global is generally responsible for fuel costs and other incidental costs
such as landing fees for aircraft operated under ACMI contracts.
See notes 15 and 23 to the consolidated financial statements in the Company's
2003 Annual Report for information regarding future minimum lease payments and
other purchase commitments related to the Company's aircraft. BAX Global's 15
leased aircraft have various expiration dates extending through 2005, and its 11
planes under ACMI contracts have various expiration dates through 2004. Based on
the current state of the aircraft leasing market, BAX Global believes that it
should be able to renew these leases or enter into new leases on terms
reasonably comparable to those currently in effect.
6
<PAGE>
The average airframe age of the fleet operated by ATI is in excess of 30 years;
however, the condition of a particular aircraft and its fair market value is
dependent on its maintenance history. Factors other than age, such as cycles
(essentially the number of flights) can have a significant impact on an
aircraft's serviceability. Generally, cargo aircraft tend to have fewer cycles
than passenger aircraft over comparable time periods because they are used for
fewer flights per day and longer flight segments.
Fuel costs are a significant element of the total costs of operating BAX
Global's aircraft fleet. Fuel prices are subject to worldwide and local market
conditions. In order to protect against price increases in jet fuel, from time
to time BAX Global enters into hedging agreements, including swap contracts,
options and collars. BAX Global charges a fuel surcharge in the U.S. to its
customers when fuel costs are higher than the normal historical range.
Customers
BAX Global's customers include thousands of large and small industrial and
commercial businesses. Worldwide, BAX Global's top 10 customers accounted for
less than 13% of total BAX Global revenue in 2003. The Company targets customers
in the automotive, aerospace, healthcare, high technology, retail and other
industries where rapid delivery of high-value products is required.
Competition
The transportation and supply chain management industries have been and are
expected to remain highly competitive. The principal competitive factors in the
transportation industry are price, the ability to provide consistently fast and
reliable delivery of shipments and the ability to provide premium services such
as shipment tracking. The principal competitive factors in the supply chain
industry are price, access to a reliable transportation network, warehousing and
distribution capabilities, and sophisticated information systems.
There is aggressive price competition in the heavy-freight market, particularly
for the business of high volume shippers. BAX Global competes with various types
of transportation companies, including other integrated transportation companies
that operate their own fleets, as well as with freight forwarders, premium
less-than-truckload (or "LTL") carriers, express delivery services, and
passenger airlines.
Domestically, BAX Global also competes with package delivery services provided
by ground transportation companies, including trucking firms and surface freight
forwarders that offer specialized time-specific services within limited
geographical areas.
BAX Global believes its hub-and-spoke network of aircraft and trucks that serves
the North American market allows it to move freight more reliably than if it
solely used third-party services. The hub, which is located in Toledo, Ohio,
consists of various facilities, including a technologically advanced material
handling system, which is capable of sorting approximately one million pounds of
freight per hour. BAX Global's hub-and-spoke system feeds much of its North
American import and export business and BAX Global believes it provides a
competitive advantage by offering superior, reliable service to its customers,
shipping to, from or within North America.
As an international freight forwarder, BAX Global competes with government-owned
or subsidized passenger airlines and postal services. In ocean shipping, BAX
Global negotiates global contracts as a freight forwarder and a Non Vessel
Operating ("NVO") Common Carrier, which allows it to compete against other
freight forwarding/NVO companies.
In supply chain management services, BAX Global competes with many third-party
logistics providers.
Employee Relations
BAX Global and its subsidiaries have approximately 9,900 employees worldwide, of
whom about 1,200 are classified as part-time.
As of December 31, 2003, approximately 200 flight crewmembers (captains, first
officers and flight engineers), were represented for purposes of collective
bargaining by the International Brotherhood of Teamsters. This contract expires
in 2004 and is expected to be renegotiated. Another 114 employees in the U.S.
(principally customer service, clerical and/or dock workers) were represented by
labor unions that in most cases are also affiliated with the International
Brotherhood of Teamsters. BAX Global did not experience any significant strike
or work stoppage in 2003 and believes that its employee relations are
satisfactory.
Government Regulation
The air transportation industry, including BAX Global, is subject to regulation
by the FAA under the Federal Aviation Act of 1958, as amended, and the
Transportation Security Administration ("TSA") under the Aviation and
Transportation Security Act of 2001. The FAA is an agency of the Department of
Transportation ("DOT") and TSA is an agency of the Department of Homeland
Security.
BAX Global is subject to various other requirements and regulations in
connection with its operations, including certain safety and security
regulations of the DOT and other federal and state agencies. BAX Global's
international operations are regulated by varying degrees by the countries in
which they operate.
Properties
BAX Global has approximately 260 company-operated stations (100 domestic and 160
international) and has agency agreements with approximately 240 stations (50
domestic and 190 international). BAX Global's stations are usually located at or
near airports or other transportation corridors. BAX Global operates domestic
stations, which generally include office space and warehousing facilities
located in 39 states, the District of Columbia and Puerto Rico. BAX Global
operates international facilities in 35 countries. Nearly all company-operated
stations are leased.
7
<PAGE>
BAX Global operates its main freight-sorting operation and related facilities
(the "Hub") at Toledo Express Airport in Ohio. The lease of the Hub with the
Toledo-Lucas County Port Authority expires in 2013. The lease provides BAX
Global with rights of renewal for three five-year periods. Other facilities in
the U.S. are held under leases having terms of one to ten years.
BAX Global provides certain transportation customers with supply chain
management services and operates more than 40 leased logistics warehouse and
distribution facilities in key world markets.
BAX Global has under lease through 2012 a 116,000 square foot corporate office
facility located in Irvine, California.
See "Aircraft Operations" above for information about contracted, leased and
owned aircraft.
FORMER OPERATIONS
During 2003, the Company sold, or agreed to sell, its remaining natural resource
business.
The Company sold its natural gas and timber operations in 2003, and sold its
gold operations in 2004. The Company has retained certain coal-related
liabilities and related expenses. Retained liabilities are significant and
include obligations related to postretirement benefits for Company-sponsored
medical plans, black lung benefits, reclamation and other costs related to
closed mines, Health Benefit Act obligations, workers' compensation claims and
costs of withdrawal from multi-employer pension plans. The Company expects to
have significant ongoing expenses and cash outflow relating to its former coal
operations, including ongoing costs related to the administration of the
retained liabilities. See notes 4, 5, 6 and 23 to the consolidated financial
statements, which notes are herein incorporated by reference.
At December 31, 2003, the Company had approximately 100 employees related to its
former natural resource operations. These employees perform various duties
including reclaiming and maintaining residual assets and managing other retained
liabilities related to the former coal operations.
Environmental Matters
The Company is responsible for the reclamation of former coal mining operations
that have not otherwise been assumed by purchasers of the coal operations. The
Surface Mining Control and Reclamation Act of 1977 and the regulations
promulgated thereunder ("SMCRA") by the Federal Office of Surface Mining
Reclamation and Enforcement ("OSM") establish reclamation standards for all
aspects of surface mining as well as many aspects of deep mining. OSM and its
state counterparts monitor compliance with SMCRA. At December 31, 2003, the
Company's estimated liability for reclamation was $7.9 million.
The Company is also subject to other federal environmental laws, including the
Resource Conservation and Recovery Act; the Occupational Safety and Health Act;
the Toxic Substances Control Act; the Comprehensive Environmental Resource,
Compensation and Liability Act; the Clean Water Act; the Clean Air Act and the
Safe Drinking Water Act, as well as state laws of similar scope. The Company
believes it is in compliance with all applicable environmental laws.
The Company has agreed to pay a portion of the remediation costs arising from
hydrocarbon contamination at a formerly owned petroleum terminal facility
("Tankport") in Jersey City, New Jersey, which was sold in 1983. The Company is
in the process of completing remediation of the site under an approved plan. The
Company estimates its portion of the remaining clean-up and operational and
maintenance costs, to be $2.5 million at December 31, 2003.
Health and Safety Laws
Health and safety standards in the U.S. coal industry, including reclamation and
maintenance activities on the Company's residual coal assets, are legislated by
the Federal Coal Mine Health and Safety Act of 1969 and the Federal Mine Safety
and Health Act of 1977. The Company believes it is in compliance with all
applicable health and safety laws.
Forward-Looking Information
Certain of the matters discussed herein, including statements regarding foreign
exchange rates and other risks associated with foreign operations, significant
ongoing expenses and cash outflows related to former coal operations in the
future (including costs related to the administration of retained liabilities),
the uninterrupted supply of equipment to BHS, the impact of the refusal of
police departments to respond to calls from alarm companies without visual
verification and the national "Do Not Call" list on BHS, the expected seasonal
impact on the volumes shipped by BAX Global, the ability of BAX Global to renew
certain aircraft leases or enter into new leases on reasonably comparable terms,
the highly competitive nature of the transportation and supply chain management
industries, the renegotiation of union contracts, liability for reclamation
related to the former coal operations, and estimates of clean-up, operational
and maintenance costs relating to the Tankport matter, involve forward-looking
information which is subject to known and unknown risks, uncertainties, and
contingencies which could cause actual results, performance or achievements, to
differ materially from those which are anticipated.
Such risks, uncertainties and contingencies, many of which are beyond the
control of the Company, include, but are not limited to, fluctuations in
interest and exchange rates, economic, business and social conditions in the
U.S. and abroad, effectiveness of hedging activities and the ability of
counterparties to perform, actual retirement experience of the former coal
operation's employees, black lung claims incidence, the number of dependents
covered under benefit obligations, coal industry turnover rates, actual medical
and legal costs relating to the benefits, changes in inflation rates (including
the continued volatility of medical inflation), the performance of BHS'
equipment suppliers, the incidence of false alarms, the willingness of BHS'
8
<PAGE>
customers to pay for private response personnel or other alternatives to police
responses to alarms, the effectiveness of BHS' other marketing strategies,
market for airplanes, concessions requested by Brink's, BAX Global or the
applicable union, changes in the scope or method of remediation or monitoring
required under the coal-related permits or related to the Tankport property, the
demand for the Company's products and services, the ability of the Company and
its operations to obtain appropriate insurance coverage at reasonable prices,
pricing and other competitive industry factors, fuel prices, new government
regulations and legislative initiatives, issuance of permits, judicial
decisions, and variations in costs or expenses.
9
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
Not applicable.
10
<PAGE>
Executive Officers of the Registrant
The following is a list as of March 5, 2004, of the names and ages of the
executive and other officers of The Brink's Company and the names and ages of
certain officers of its subsidiaries, indicating the principal positions and
offices held by each. There is no family relationship between any of the
officers named.
<TABLE>
<CAPTION>
Name Age Positions and Offices Held Held Since
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
Executive Officers:
Michael T. Dan 53 President, Chief Executive Officer and Chairman of the Board 1998
James B. Hartough 56 Vice President-Corporate Finance and Treasurer 1988
Frank T. Lennon 62 Vice President-Human Resources and Administration 1985
Austin F. Reed 52 Vice President, General Counsel and Secretary 1994
Robert T. Ritter 52 Vice President and Chief Financial Officer 1998
Other Officers:
Matthew A.P. Schumacher 45 Controller 2001
Arthur E. Wheatley 61 Vice President and Director-Risk Management 1988
Subsidiary Officers:
Robert B. Allen 50 President of Brink's Home Security, Inc. 2001
Joseph L. Carnes 46 President of BAX Global Inc. 2000
Richard Gold 53 President of Brink's, Incorporated 2004
====================================================================================================================
</TABLE>
Executive and other officers of The Brink's Company are elected annually and
serve at the pleasure of its Board of Directors.
Mr. Dan was elected President, Chief Executive Officer and Director of The
Brink's Company on February 6, 1998 and was elected Chairman of the Board
effective January 1, 1999. He also serves as Chief Executive Officer of Brink's,
Incorporated, a position he has held since July 1993 and as President and Chief
Executive Officer of Brink's Holding Company, a position he has held since
December 31, 1995. He served as President of Brink's, Incorporated from December
2002 until January 2004. He also serves as Chairman of the Board of BAX Global
Inc., a position he has held since February 1998. From August 1992 to July 1993
he served as President of North American operations of Brink's, Incorporated and
as Executive Vice President of Brink's, Incorporated from 1985 to 1992.
Mr. Ritter joined The Brink's Company as Vice President and Chief Financial
Officer in August 1998. From June 1996 to July 1998, he served as Chief
Financial Officer of WLR Foods, Inc. He was a private investor and financial
consultant from April 1995 to May 1996 and was Treasurer at American Cyanamid
Company from March 1991 to January 1994 and Controller from February 1994 to
March 1995.
Messrs. Hartough, Lennon, Reed and Wheatley have served in their present
positions for more than the past five years.
Mr. Schumacher joined the Company as Controller on July 13, 2001. Prior to
joining the Company, he was employed by NL Industries, Inc. as the Assistant
Controller from 1997 through July 2001.
Mr. Allen joined Brink's Home Security, Inc. in August 1999 as Executive Vice
President and Chief Operating Officer. He was promoted to President of Brink's
Home Security, Inc. in March 2001. From January 1997 to August 1999, he held
various positions at Aegis Communications Group (formerly ATC Communications)
including Executive Vice President of Sales and Marketing and Chief Operating
Officer. From 1980 through 1996, he held various domestic and international
positions at Frito-Lay including Vice President of Field Marketing and Country
Manager in Greece and Turkey.
Mr. Carnes was elected President of BAX Global Inc. in May 2000. He joined BAX
Global Inc. as President - U.S. and Canada in September 1999. Prior to joining
BAX Global Inc., he served as Executive Vice President, North America for Fritz
Companies Inc. where he was employed from 1987 to 1999.
Mr. Gold joined Brink's, Incorporated as President on January 1, 2004. Prior to
joining the Company, he was employed by Cummins, Inc. for twenty-three years. In
his last position, he served as Vice President, General Manager of a Cummins
business unit.
11
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
- --------------------------------------------------------------------------------
The Company's common stock trades on the New York Stock Exchange under the
symbol "BCO."
Reference is made to page 113 of the Company's 2003 Annual Report which is
herein incorporated by reference, for other information required by this item.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
Reference is made to pages 114 and 115 of the Company's 2003 Annual Report which
is herein incorporated by reference, for information required by this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
- --------------------------------------------------------------------------------
Reference is made to pages 18 through 64 of the Company's 2003 Annual Report
which is herein incorporated by reference, for information required by this
item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------------------
The information regarding quantitative and qualitative disclosures about market
risk is included in this report under Item 7.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
Reference is made to pages 65 through 113 of the Company's 2003 Annual Report
which is herein incorporated by reference, for information required by this
item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
- --------------------------------------------------------------------------------
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the
Company carried out an evaluation, with the participation of the Company's
management, including the Company's Chief Executive Officer and Vice President
and Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this report. Based
upon that evaluation, the Company's Chief Executive Officer and Vice President
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic SEC
filings.
There has been no change in the Company's internal control over financial
reporting during the quarter ended December 31, 2003, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
12
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- --------------------------------------------------------------------------------
The information required by this Item regarding directors is herein incorporated
by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 2003. The information
regarding executive officers is included in this report following Item 4, under
the caption "Executive Officers of the Registrant."
The Company has adopted a Business Code of Ethics that applies to all of the
directors, officers and employees (including the Chief Executive Officer, Chief
Financial Officer and Controller) and has posted the Code on the Company's web
site. The Company intends to satisfy the disclosure requirement under Item 10 of
Form 8-K relating to amendments to or waivers from any provision of the Business
Code of Ethics applicable to the Chief Executive Officer, Chief Financial
Officer or Controller by posting this information on the web site. The internet
address is www.brinkscompany.com.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
The information required by Item 11 is incorporated by reference to the
Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2003.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The information required by Item 12 is incorporated by reference to the
Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The information required by Item 13 is incorporated by reference to the
Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2003.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- --------------------------------------------------------------------------------
The information required by Item 14 is incorporated by reference to the
Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2003.
13
<PAGE>
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(a) 1. All financial statements - see index to financial statements and
schedules.
2. Financial statement schedules - see index to financial statements
and schedules.
3. Exhibits - see exhibit index.
(b) Reports on Form 8-K
(i) Report on Form 8-K furnished on February 4, 2004, providing the
Registrant's earnings press release for the fourth quarter of
2003 pursuant to Item 12 of Form 8-K;
(ii) Report on Form 8-K filed on December 31, 2003, reporting the
closing on the sale of the timber business;
(iii) Report on Form 8-K filed on November 14, 2003, reporting the
consummation of the sale of West Virginia coal properties;
(iv) Report on Form 8-K furnished on October 30, 2003, providing the
Registrant's earnings press release for the third quarter of 2003
pursuant to Item 12 of Form 8-K;
(v) Report on Form 8-K filed on October 16, 2003, reporting the sale
of shares of MPI Mines Ltd. stock; and
(vi) Report on Form 8-K filed on October 8, 2003, reporting the
execution of definitive agreements for the sale of West Virginia
coal properties.
Undertaking
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258,
33-2039, 33-21393, 33-23333, 33-69040, 33-53565, 333-02219, 333-78631,
333-78633, 333-70758, 333-70772, 333-70766 and 333-70762. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
14
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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, on March 15, 2004.
The Brink's Company
---------------------------
(Registrant)
By /s/ M. T. Dan
----------------------------
(M. T. Dan,
Chairman, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated, on March 15, 2004.
Signatures Title
- ----------------- --------
R. G. Ackerman* Director
B. C. Alewine* Director
J. R. Barker* Director
M. C. Breslawsky* Director
J. L. Broadhead* Director
/s/ M. T. Dan
- ---------------------------------- Chairman, President and
(M. T. Dan) Chief Executive Officer
(principal executive officer)
G. Grinstein* Director
R. M. Gross* Director
/s/ R. T. Ritter
- ---------------------------------- Vice President
(R. T. Ritter) and Chief Financial Officer
(principal financial officer and
principal accounting officer)
C. S. Sloane* Director
R. L. Turner* Director
*By /s/ M. T. Dan
-----------------------------
(M. T. Dan, Attorney-in-Fact)
15
<PAGE>
Index to Financial Statements and Schedules
Financial Statements:
The consolidated financial statements of The Brink's Company, listed in the
index below which are included in the Company's 2003 Annual Report for the year
ended December 31, 2003, are herein incorporated by reference. With the
exception of the pages listed in the index below and the information
incorporated by reference included in Parts I, II and IV, the 2003 Annual Report
of the Shareholders is not deemed filed as part of this report.
THE BRINK'S COMPANY ANNUAL REPORT
Page Numbers
in 2003
Annual
Report
------------
Management's Discussion and Analysis of
Results of Operations and Financial Condition............18-64
Independent Auditors' Report ...............................66
Consolidated Balance Sheets.................................67
Consolidated Statements of Operations.......................68
Consolidated Statements of Comprehensive Income (Loss)......69
Consolidated Statements of Shareholders' Equity.............70
Consolidated Statements of Cash Flows.......................71
Notes to Consolidated Financial Statements..................72-113
Selected Financial Data.....................................114-115
Financial Statement Schedules:
Page numbers
In Form 10-K
------------
Independent Auditors' Report
on Financial Statement Schedule..........................16
Schedule II - Valuation and qualifying accounts.............17
16
<PAGE>
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULE
The Board of Directors
The Brink's Company
Under date of February 4, 2004, we reported on the consolidated balance sheets
of The Brink's Company and subsidiaries (the "Company") as of December 31, 2003
and 2002, and the related consolidated statements of operations, comprehensive
income (loss), shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 2003, as contained in the 2003 annual
report on Form 10-K. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedule as included herein. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material aspects, the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, effective
January 1, 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
/s/ KPMG LLP
Richmond, Virginia
February 4, 2004
17
<PAGE>
The Brink's Company
Schedule II - Valuation and Qualifying Accounts
For the Years Ending December 31, 2003, 2002 and 2001
(in millions)
<TABLE>
<CAPTION>
Balance at Charged to Currency Balance at
Beginning of Costs and Translation End of
Period Expenses (a) Deductions (b) Adjustment Period
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Allowance for Doubtful Accounts
- -------------------------------
Year Ended December 31, 2001 $ 39.8 12.3 (8.9) (1.4) 41.8
Year Ended December 31, 2002 41.8 4.6 (11.8) 0.9 35.5
Year Ended December 31, 2003 35.5 (1.1) (7.5) 0.7 27.6
Valuation Allowance for Deferred Tax Assets
- -------------------------------------------
Year Ended December 31, 2001 $ 9.0 1.3 - - 10.3
Year Ended December 31, 2002 10.3 1.5 - (2.0) 9.8
Year Ended December 31, 2003 9.8 27.9 - 0.8 38.5
</TABLE>
(a) Includes amounts charged to loss from discontinued operations.
(b) Amounts written off, less recoveries
18
<PAGE>
Exhibit Index
Each Exhibit listed previously filed document is hereby incorporated by
reference to such document.
Exhibit
Number Description
2(i) Membership Interest Acquisition Agreement Among Air Transport
International LLC and BAX Global Inc., dated February 3, 1998.
Exhibit 2 to the Registrant's Current Report on Form 8-K filed
May 14, 1998.
2(ii) Share Purchase Agreement, dated as of January 27, 1998, between
Brink's Security International, Inc., acting as Purchaser, and
Generale de Transport et D'Industrie, acting as Seller. Exhibit
10(v) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998 (the "1998 Form 10-K").
2(iii) Shareholders' Agreement, dated as of January 10, 1997, between
Brink's Security International, Inc., and Valores Tamanaco,
C.A. Exhibit 10(w) to the 1998 Form 10-K.
3(a) (i) The Registrant's Articles of Correction to its Articles
of Incorporation. Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(ii) Articles of Amendment to the Registrant's Articles of
Incorporation, dated as of May 2, 2003. Exhibit 3(i) to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003.
3(b) The Registrant's Bylaws, as amended through February 6, 2004.
4(a) (i) Amended and Restated Rights Agreement dated as of
September 1, 2003 between the Registrant and Equiserve
Trust Company, N.A., as Rights Agent, together with Form
of Right Certificate. Exhibit 1 to the Registrant's
Amendment No. 4 to Form 8-A/A (filed on October 9,
2003).
10(a)* The Key Employees' Incentive Plan, as amended. Exhibit 10(a)
to the 1998 Form 10-K.
10(b)* The Key Employees' Deferred Compensation Program, as amended
and restated as of January 14, 2000. Exhibit 10(b) to the 1999
Form 10-K.
10(c)* (i) The Registrant's Pension Equalization Plan as amended.
Exhibit 10(e)(I) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 (the
"1997 Form 10-K").
(ii) Amended and Restated Trust Agreement, dated December 1,
1997, between the Registrant and Chase Manhattan Bank,
as Trustee (the "Trust Agreement"). Exhibit 10(e)(ii) to
the 1997 Form 10-K.
(iii) Amendment No. 1 to Trust Agreement, dated as of
August 18, 1999. Exhibit 10(c)(iii) to the 1999
Form 10-K.
(iv) Amendment No. 2 to Trust Agreement, dated as of July 26,
2001. Exhibit 10(c)(iv) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2002
(the "2002 Form 10-K").
(v) Amendment No. 3 to Trust Agreement, dated as of
September 18, 2002. Exhibit 10(c)(v) to the 2002 Form
10-K.
(vi) Trust Agreement under the Pension Equalization Plan,
Retirement Plan for Non-Employee Directors and Certain
Contractual Arrangements of The Brink's Company made as
of September 16, 1994, by and between the Registrant and
Chase Manhattan Bank (National Association), as Trustee.
Exhibit 10(i) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994
(filed November 14, 1994 - File No. 1-9148) (the "Third
Quarter 1994 Form 10-Q").
19
<PAGE>
(vii) Form of letter agreement dated as of September 16, 1994,
between the Registrant and one of its officers. Exhibit
10(e) to the Third Quarter 1994 Form 10-Q.
(viii) Form of letter agreement dated as of September 16,
1994, between the Registrant and Participants pursuant
to the Pension Equalization Plan. Exhibit 10(f) to the
Third Quarter 1994 Form 10-Q.
(ix) Amendment No. 4 to Trust Agreement, dated as of
September 22, 2003. Exhibit 10.1 to the Registrant's
Form 10-Q for the quarter ended September 30, 2003 (the
"Third Quarter 2003 Form 10-Q").
10(d)* The Registrant's Executive Salary Continuation Plan. Exhibit
10(e) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991 (filed March 26, 1991 - File No.
1-9148) (the "1991 Form 10-K").
10(e)* The Registrant's Non-Employee Directors' Stock Option Plan, as
amended and restated as of January 14, 2000. Exhibit 10(e) to
the 1999 Form 10-K.
10(f)* The Registrant's 1988 Stock Option Plan, as amended and
restated as of January 14, 2000. Exhibit 10(f) to the 1999
Form 10-K.
10(g)* (i) The Brink's Company Management Performance Improvement
Plan. Exhibit 10(g) to the 1999 Form 10-K.
(ii) Amendment, dated as of March 12, 2004, to The Brink's
Company Management Performance Improvement Plan.
10(h)* Form of change in control agreement replacing all prior change
in control agreements and amendments and modifications thereto,
between the Registrant (or a subsidiary) and various officers
of the Registrant. Exhibit 10(l)(ii) to the 1997 Form 10-K.
10(i)* Form of Indemnification Agreement entered into by the
Registrant with its directors and officers. Exhibit 10(l) to
the 1991 Form 10-K.
10(j)* (i) Registrant's Retirement Plan for Non-Employee Directors,
as amended. Exhibit 10(g) to the Third Quarter 1994
Form 10-Q.
(ii) Form of letter agreement dated as of September 16, 1994,
between the Registrant and its Non-Employee Directors
pursuant to Retirement Plan for Non-Employee Directors.
Exhibit 10(h) to the Third Quarter 1994 Form 10-Q.
10(k)* (i) Form of severance agreement between the Registrant (or
a subsidiary) and various of the Registrant's officers.
Exhibit 10(o)(ii) to the 1997 Form 10-K.
10(l)* Registrant's Directors' Stock Accumulation Plan, as amended and
restated as of January 14, 2000. Exhibit 10(l) to the 1999
Form 10-K.
10(m)* Registrant's Amended and Restated Plan for Deferral of
Directors' Fees. Exhibit 10(o) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1989
(filed March 24, 1990 - File No. 1-9148).
10(n) (i) Lease dated as of April 1, 1989, between Toledo-Lucas
County Port Authority (the "Authority"), as Lessor, and
Burlington, as Lessee. Exhibit 10(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1989 (filed August 11, 1989 - File No. 1-9148)
(the "Second Quarter 1989 Form 10-Q").
(ii) Lease Guaranty Agreement dated as of April 1, 1989,
between Burlington (formerly Burlington Air Express
Management Inc.), as Guarantor, and the Authority.
Exhibit 10(ii) to the Second Quarter 1989 Form 10-Q.
(iii) Trust Indenture dated as of April 1, 1989 between the
Authority and Society Bank & Trust (formerly, Trustcorp.
Bank, Ohio) (the "Trustee"), as Trustee. Exhibit 10(iii)
to the Second Quarter 1989 Form 10-Q.
(iv) Assignment of Basic Rent and Rights Under a Lease and
Lease Guaranty dated as of April 1, 1989 from the
Authority to the Trustee. Exhibit 10(iv) to the Second
Quarter 1989 Form 10-Q.
20
<PAGE>
(v) Open-End First Leasehold Mortgage and Security Agreement
dated as of April 1, 1989 from the Authority to the
Trustee. Exhibit 10(v) to the Second Quarter 1989 Form
10-Q.
(vi) First Supplement to Lease dated as of January 1, 1990,
between the Authority and Burlington, as Lessee. Exhibit
10 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1990 (filed May 15, 1990 -
File No. 1-9148).
(vii) Revised and Amended Second Supplement to Lease dated as
of September 1, 1990, between the Authority and
Burlington. Exhibit 10(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1990 (filed November 13, 1990 - File No. 1-9148) (the
"Third Quarter 1990 Form 10-Q").
(viii) Amendment Agreement dated as of September 1, 1990, among
City of Toledo, Ohio, the Authority, Burlington and the
Trustee. Exhibit 10(ii) to the Third Quarter 1990 Form
10-Q.
(ix) Assumption and Non-Merger Agreement dated as of
September 1, 1990, among Burlington, the Authority and
the Trustee. Exhibit 10(iii) to the Third Quarter 1990
Form 10-Q.
(x) First Supplemental Indenture between Toledo-Lucas County
Port Authority, and Society National Bank, as Trustee,
dated as of March 1, 1994. Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 (filed May 12, 1994 -
File No. 1-9148) (the "First Quarter 1994 Form 10-Q").
(xi) Third Supplement to Lease between Toledo-Lucas County
Port Authority, as Lessor, and Burlington Air Express
Inc., as Lessee, dated as of March 1, 1994. Exhibit 10.2
to the First Quarter 1994 Form 10-Q.
(xii) Fourth Supplement to Lease between Toledo-Lucas County
Port Authority, as Lessor, and Burlington Air Express
Inc., as Lessee, dated as of June 1, 1991. Exhibit 10.3
to the First Quarter 1994 Form 10-Q.
(xiii) Fifth Supplement to Lease between Toledo-Lucas County
Port Authority, as Lessor, and Burlington Air Express
Inc., as Lessee, dated as of December 1, 1996. Exhibit
10(r)(xiii) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.
10(o) Credit Agreement, dated as of September 6, 2002, among The
Brink's Company, as Borrower, Certain of Its Subsidiaries,
as Guarantors, Various Lenders, Fleet National Bank, as
Co-Arranger and Documentation Agent, Wachovia Bank, National
Association, and the Bank of Nova Scotia, as Co-Arrangers
and Syndication Agents, JPMorgan Chase Bank, as
Administrative Agent, and J.P. Morgan Securities Inc., as
Sole Advisor, Lead Arranger and Bookrunner. Exhibit 10 to
the Registrant's Third Quarter 2002 Form 10-Q.
10(p) (i) Credit Agreement, dated as of November 12, 2002, among
BAX Global Inc., Brink's, Incorporated, and certain of
their subsidiaries, as Borrowers, the Registrant as
Guarantor and Bayerische Hypo-Und Vereinsbank AG.
Exhibit 10(p)(i) to the 2002 Form 10-K.
(ii) Guaranty, dated as of November 12, 2002, between the
Registrant, as Guarantor, and Bayerische Hypo-Und
Vereinsbank AG. Exhibit 10(p)(ii) to the 2002 Form 10-K.
10(q) (i) Credit Agreement, dated as of December 20, 2002, among
BAX Global Inc., Brink's, Incorporated and the
Registrant, as Borrowers and Guarantors, and ABN AMRO
Bank, N.V. Exhibit 10(q)(i) to the 2002 Form 10-K.
21
<PAGE>
(ii) Guaranty between BAX Global, as Guarantor, and ABN AMRO
Bank, N.V. Exhibit 10(q)(ii) to the 2002 Form 10-K.
(iii) Guaranty between Brink's, Incorporated, as Guarantor,
and ABN AMRO Bank, N.V. Exhibit 10(q)(iii) to the 2002
Form 10-K.
(iv) Guaranty between the Registrant, as Guarantor, and ABN
AMRO Bank, N.V. Exhibit 10(q)(iv) to the 2002 Form 10-K.
10(r)* (i) Employment Agreement dated as of May 4, 1998, between
the Registrant and M. T. Dan. Exhibit 10(a) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (the "Third Quarter
1998 Form 10-Q").
(ii) Amendment No. 1 to Employment Agreement between the
Registrant and Michael T. Dan. Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002.
10(s)* Executive Agreement dated as of May 4, 1998, between the
Registrant and M. T. Dan. Exhibit 10(b) to the Third Quarter
1998 Form 10-Q.
10(t)* Executive Agreement dated as of August 7, 1998, between the
Registrant and R. T. Ritter. Exhibit 10(c) to the Third Quarter
1998 Form 10-Q.
10(u)* Severance Agreement dated as of August 7, 1998, between the
Registrant and R. T. Ritter. Exhibit 10(d) to the Third Quarter
1998 Form 10-Q.
10(v) Trust Agreement for The Brink's Company Employee Welfare
Benefit Trust. Exhibit 10(t) to the 1999 Form 10-K.
10(w) (i) Note Purchase Agreement dated as of January 18, 2001,
between the Registrant and the Purchasers listed on
Schedule A thereto. Exhibit 10(u)(i) to the 2000 Form
10-K.
(ii) Form of Series A Promissory Note. Exhibit 10(u)(ii) to
the 2000 Form 10-K.
(iii) Form of Series B Promissory Note. Exhibit 10(u)(iii) to
the 2000 Form 10-K.
10(x) (i) Receivables Purchase Agreement dated as of December 15,
2000, among BAX Funding Corporation, BAX Global Inc.,
Liberty Street Funding Corp. and the Bank of Nova
Scotia. Exhibit 10(v)(i) to the 2000 Form 10-K.
(ii) Purchase and Sale Agreement dated as of December 15,
2000, among the Originators named therein, BAX Funding
Corporation and BAX Global Inc. Exhibit 10(v)(ii) to the
2000 Form 10-K.
10(y) (i) Note Purchase Agreement dated as of April 11, 2002
between the Registrant and the Purchasers set forth on
the signature page. Exhibit 10(a)(i) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002 (the "First Quarter 2002
Form 10-Q).
(ii) Form of Promissory Note. Exhibit 10(a)(ii) to the First
Quarter 2002 Form 10-Q.
10(z) (i) $43,160,000 Bond Purchase Agreement, dated September 17,
2003, among the Peninsula Ports Authority of Virginia,
Dominion Terminal Associates, Pittston Coal Terminal
Corporation and the Registrant. Exhibit 10.2(i) to the
Third Quarter 2003 Form 10-Q.
(ii) Loan Agreement between the Peninsula Ports Authority of
Virginia and Dominion Terminal Associates, dated
September 1, 2003. Exhibit 10.2(ii) to the Third Quarter
2003 Form 10-Q.
(iii) Indenture and Trust between the Peninsula Ports
Authority of Virginia and Wachovia Bank, National
Association ("Wachovia"), as trustee, dated September 1,
2003. Exhibit 10.2(iii) to the Third Quarter 2003
Form 10-Q.
22
<PAGE>
(iv) Parent Company Guaranty Agreement, dated September 1,
2003, made by the Registrant for the benefit of
Wachovia. Exhibit 10.2(iv) to the Third Quarter 2003
Form 10-Q.
(v) Continuing Disclosure Undertaking between the Registrant
and Wachovia, dated September 24, 2003. Exhibit 10.2(v)
to the Third Quarter 2003 Form 10-Q.
(vi) Coal Terminal Revenue Refunding Bond (Dominion Terminal
Associates Project - Brink's Issue) Series 2003. Exhibit
10.2(vi) to the Third Quarter 2003 Form 10-Q.
13 Parts of the 2003 Annual Report of the Registrant.
21 Subsidiaries of the Registrant.
23 Consent of independent auditors.
24 Powers of attorney.
31 Rule 13a-14(a)/15d-14(a) Certifications.
32 Section 1350 Certifications.
99(a)* Amendment to Registrant's Pension-Retirement Plan relating to
preservation of assets of the Pension-Retirement Plan upon a
change in control. Exhibit 99 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 (filed March
20, 1993 - File No. 1-9148).
- --------------------------
*Management contract or compensatory plan or arrangement.
23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.B
<SEQUENCE>3
<FILENAME>exhibit3b.txt
<DESCRIPTION>EXHIBIT 3.B
<TEXT>
<PAGE>
Exhibit 3(b)
THE BRINK'S COMPANY
BYLAWS
(As amended through February 6, 2004)
ARTICLE I
NAME
The name of the corporation is The Brink's Company.
ARTICLE II
OFFICES
1. The corporation shall maintain a registered office and a registered
agent in the Commonwealth of Virginia as required by the laws of said
Commonwealth.
2. The corporation shall in addition to its registered office in the
Commonwealth of Virginia establish and maintain an office or offices at such
place or places as the Board of Directors may from time to time find necessary
or desirable.
ARTICLE III
CORPORATE SEAL
The corporate seal of the corporation shall have inscribed thereon the name
of the corporation, the fact of its establishment in the Commonwealth of
Virginia and the words "Corporate Seal". Such seal may be used by causing it or
a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
1. Meetings of the shareholders shall be held at such place, within or
without the Commonwealth of Virginia, as the Board may determine.
<PAGE>
2. The annual meeting of the shareholders shall be held on the second
Wednesday in May at ten o'clock in the forenoon, local time, or on such other
day or at such other time as the Board may determine. At each annual meeting of
the shareholders they shall elect by plurality vote, in accordance with the
Articles of Incorporation and these bylaws, directors to hold office until the
third annual meeting of the shareholders held after their election and their
successors are respectively elected and qualified or as otherwise provided by
statute, the Articles of Incorporation or these bylaws. Any other proper
business may be transacted at the annual meeting. The chairman of the meeting
shall be authorized to declare whether any business is properly brought before
the meeting, and, if he shall declare that it is not so brought, such business
shall not be transacted. Without limiting the generality of the foregoing, the
chairman of the meeting may declare that matters relating to the conduct of the
ordinary business operations of the corporation are not properly brought before
the meeting.
3. A majority of the votes entitled to be cast on a matter shall constitute
a quorum for action on that matter at all meetings of the shareholders, except
as otherwise provided by statute, the Articles of Incorporation or these bylaws.
The shareholders entitled to vote thereat, present in person or by proxy, or the
chairman of the meeting shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting before adjournment
(except as otherwise provided by statute). At such adjourned meeting any
business may be transacted which might have been transacted at the meeting as
originally notified.
4. At all meetings of the shareholders each shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by an
appointment form signed by such shareholder and bearing a date not more than
eleven months prior to said meeting, unless such form provides for a longer
period. All proxies shall be effective when received by the Secretary or other
officer or agent of the corporation authorized to tabulate votes.
5. Except as otherwise provided in the Articles of Incorporation, at each
meeting of the shareholders each shareholder shall have one vote for each share
having voting power, registered in his name on the share transfer books of the
corporation at the record date fixed in accordance with these bylaws, or
otherwise determined, with respect to such meeting. Except as otherwise
expressly provided by statute, the Articles of Incorporation or these bylaws,
action on a matter, other than the election of directors, by a voting group is
approved if a quorum exists and the votes cast within the voting group favoring
the action exceed the votes cast opposing the action.
6. Except as otherwise prescribed by statute, notice of each meeting of the
shareholders shall be given to each shareholder entitled to vote thereat not
less than 10 nor more than 60 days before the meeting. Such notice shall state
the date, time and place of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.
-2-
<PAGE>
7. Except as otherwise prescribed by statute, special meetings of the
shareholders for any purpose or purposes may be called by the Chairman of the
Board and shall be called by the Chairman of the Board or the Secretary by vote
of the Board of Directors.
8. Business transacted at each special meeting shall be confined to the
purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of the shareholders and the voting
and other procedures to be observed at such meeting shall be determined by the
chairman of such meeting.
10. Subject to the rights of holders of shares of the Preferred Stock of
the corporation, nominations for the election of directors shall be made by the
Board of Directors or by any shareholder entitled to vote in elections of
directors. However, any shareholder entitled to vote in elections of directors
may nominate one or more persons for election as directors at an annual meeting
only if written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
registered or certified mail, postage prepaid, to the Secretary of the
corporation not less than 120 and not more than 180 calendar days in advance of
the date on which the corporation's proxy statement was released to shareholders
in connection with the immediately preceding annual meeting. Each notice shall
set forth (i) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (ii) a representation
that the shareholder is entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (iii) the class and number of shares of the corporation that are
owned by the shareholder, (iv) a description of all arrangements, understandings
or relationships between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder and (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated, by the Board of Directors, and shall include a consent signed
by each such nominee to serve as a director of the corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
-3-
<PAGE>
11. To be properly brought before an annual meeting of shareholders,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or (iii) otherwise properly brought before the annual meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before a meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a shareholder's notice must be given, either by personal delivery or
by United States registered or certified mail, postage prepaid, to the Secretary
of the corporation not less than 120 and not more than 180 calendar days in
advance of the date on which the corporation's proxy statement was released to
shareholders in connection with the immediately preceding annual meeting. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting, including the
complete text of any resolutions to be presented at such meeting with respect to
such business, and the reasons for conducting such business at the annual
meeting, (ii) the name and address of record of the shareholder proposing such
business, (iii) a representation that the shareholder is entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
propose the business specified in the notice, (iv) the class and number of
shares of the corporation that are owned by the shareholder, (v) any material
interest of the shareholder in such business and (vi) full particulars as to the
relationship, if any, of such shareholder to any other person that such
shareholder knows or has reason to believe intends to bring one or more other
items of business before the meeting. In the event that a shareholder attempts
to bring business before an annual meeting without complying with the foregoing
procedure, the chairman of the meeting may declare to the meeting that the
business was not properly brought before the meeting and, if he shall so
declare, such business shall not be transacted.
ARTICLE V
DIRECTORS
1. All corporate powers shall be exercised by or under the authority of,
and the business and affairs shall be managed under the direction of, the Board
of Directors, subject to any limitation set forth in the Articles of
Incorporation.
2. The Board shall consist of not less than nine or more than fifteen
members.
3. The Board of Directors shall consist of ten members. The terms of office
of the directors shall be staggered and shall otherwise be determined, as
provided in these bylaws, subject to the Articles of Incorporation and
applicable laws. Such terms shall be divided into three groups, one of which
shall consist of four directors and two of which shall consist of three
directors.
-4-
<PAGE>
4. The number of directors may at any time be increased or decreased,
within the variable range established by the Articles of Incorporation and these
bylaws, by amendment of these bylaws. In case of any such increase the Board
shall have power to elect any additional director to hold office until the next
shareholders' meeting at which directors are elected. Any decrease in the number
of directors shall take effect at the time of such amendment only to the extent
that vacancies then exist; to the extent that such decrease exceeds the number
of such vacancies, the decrease shall not become effective, except as further
vacancies may thereafter occur by expiration of the term of directors at the
next shareholders' meeting at which directors are elected, or otherwise.
5. If the office of any director becomes vacant, by reason of death,
resignation, increase in the number of directors or otherwise, the directors
remaining in office, although less than a quorum, may fill the vacancy by the
affirmative vote of a majority of such directors.
6. The Board of Directors, at its first meeting after the annual meeting of
shareholders, shall choose a Chairman of the Board from among the directors.
7. Any director may resign at any time by delivering written notice of his
resignation to the Board of Directors or the Chairman of the Board. Any such
resignation shall take effect upon such delivery or at such later date as may be
specified therein. Any such notice to the Board may be addressed to it in care
of the Secretary.
8. The Chairman of the Board shall preside at meetings of the Board of
Directors, and shall have the powers and duties usually and customarily
associated with the position of a non-executive Chairman of the Board.
9. In case of the absence of the Chairman of the Board, the Board member
with the longest tenure on the Board shall preside at meetings of the
shareholders and of the Board of Directors. He shall have such other powers and
duties as may be delegated to him by the Chairman of the Board.
-5-
<PAGE>
ARTICLE VI
COMMITTEES OF DIRECTORS
There shall be an Executive Committee, an Audit and Ethics Committee, a
Compensation and Benefits Committee, a Finance Committee, a Nominating Committee
and a Pension Committee, and the Board of Directors may create one or more other
committees. Each committee of the Board of Directors shall consist of two or
more directors of the corporation who shall be appointed by, and shall serve at
the pleasure of, the Board. The Executive Committee, to the extent determined by
the Board but subject to limitations expressly prescribed by statute, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the corporation. The Audit and Ethics Committee, the
Compensation and Benefits Committee, the Finance Committee, the Nominating
Committee and the Pension Committee and each such other committee shall have
such of the powers and authority of the Board as may be determined by the Board.
Each committee shall report its proceedings to the Board when required.
Provisions with respect to the Board of Directors which are applicable to
meetings, actions without meetings, notices and waivers of notice and quorum and
voting requirements shall also be applicable to each committee, except that a
quorum of the Executive Committee shall consist of one third of the number of
members of the Committee, three of whom are not employees of the Company or any
of its subsidiaries.
ARTICLE VII
COMPENSATION OF DIRECTORS
The Board of Directors may fix the compensation of the directors for their
services, which compensation may include an annual fee, a fixed sum and expenses
for attendance at regular or special meetings of the Board or any committee
thereof, pension benefits and such other amounts as the Board may determine.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
ARTICLE VIII
MEETINGS OF DIRECTORS;
ACTION WITHOUT A MEETING
1. Regular meetings of the Board of Directors may be held pursuant to
resolutions from time to time adopted by the Board, without further notice of
the date, time, place or purpose of the meeting.
-6-
<PAGE>
2. Special meetings of the Board of Directors may be called by the Chairman
of the Board on at least 24 hours' notice to each director of the date, time and
place thereof, and shall be called by the Chairman of the Board or by the
Secretary on like notice on the request in writing of a majority of the total
number of directors in office at the time of such request. Except as may be
otherwise required by the Articles of Incorporation or these bylaws, the purpose
or purposes of any such special meeting need not be stated in such notice.
3. The Board of Directors may hold its meetings, have one or more offices
and, subject to the laws of the Commonwealth of Virginia, keep the share
transfer books and other books and records of the corporation, within or without
said Commonwealth, at such place or places as it may from time to time
determine.
4. At each meeting of the Board of Directors the presence of a majority of
the total number of directors in office immediately before the meeting begins
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and, except as otherwise provided by the Articles of Incorporation or
these bylaws, if a quorum shall be present the affirmative vote of a majority of
the directors present shall be the act of the Board.
5. Any action required or permitted to be taken at any meeting of the Board
of Directors may be taken without a meeting if one or more written consents
stating the action taken, signed by each director either before or after the
action is taken, are included in the minutes or filed with the corporate
records. Any or all directors may participate in any regular or special meeting
of the Board, or conduct such meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other, and a director participating in a meeting by this means shall be deemed
to be present in person at such meeting.
ARTICLE IX
OFFICERS
1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a Chief Executive Officer, a President, one or more Vice
Presidents, a General Counsel, a Treasurer and a Secretary. The Board may also
appoint a Controller and one or more Executive Vice Presidents, Senior Vice
Presidents, Assistant Treasurers, Assistant Controllers and Assistant
Secretaries, and such other officers as it may deem necessary or advisable. Any
number of offices may be held by the same person. The Board may authorize an
officer to appoint one or more other officers or assistant officers. The
officers shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be prescribed from time to time by the Board or
by direction of an officer authorized by the Board to prescribe duties of other
officers.
-7-
<PAGE>
2. The Board of Directors, at its first meeting after the annual meeting of
shareholders, shall choose the officers, who need not be members of the Board.
3. The salaries of all officers of the corporation shall be fixed by the
Board of Directors, or in such manner as the Board may prescribe.
4. The officers of the corporation shall hold office until their successors
are chosen and qualified. Any officer may at any time be removed by the Board of
Directors or, in the case of an officer appointed by another officer as provided
in these bylaws, by such other officer. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board or, in the case of
an officer so appointed, by such other officer.
5. Any officer may resign at any time by delivering notice of his
resignation to the Board of Directors or the Chairman of the Board. Any such
resignation may be effective when the notice is delivered or at such later date
as may be specified therein if the corporation accepts such later date. Any such
notice to the Board shall be addressed to it in care of the Chairman of the
Board or the Secretary.
ARTICLE X
CHIEF EXECUTIVE OFFICER
Subject to the supervision and direction of the Board of Directors, the
Chief Executive Officer shall be responsible for managing the affairs of the
corporation and shall preside at meetings of the shareholders. The Chief
Executive Officer shall have supervision and direction of all of the other
officers of the corporation.
ARTICLE XI
PRESIDENT
The President shall be the chief operating officer of the corporation and
shall perform such duties as may be prescribed by these bylaws, or by the Chief
Executive Officer. The President shall, in case of the absence or inability of
the Chief Executive Officer to act, have the powers and perform the duties of
the Chief Executive Officer.
-8-
<PAGE>
ARTICLE XII
EXECUTIVE VICE PRESIDENTS,
SENIOR VICE PRESIDENTS
AND VICE PRESIDENTS
1. The Executive Vice Presidents, the Senior Vice Presidents and the Vice
Presidents shall have such powers and duties as may be delegated to them by the
Chief Executive Officer.
ARTICLE XIII
GENERAL COUNSEL
The General Counsel shall be the chief legal officer of the corporation and
the head of its legal department. He shall, in general, perform the duties
incident to the office of General Counsel and shall have such other powers and
duties as may be delegated to him by the Chief Executive Officer.
ARTICLE XIV
TREASURER
The Treasurer shall be responsible for the care and custody of all the
funds and securities of the corporation. The Treasurer shall render an account
of the financial condition and operations of the corporation to the Board of
Directors or the Chief Executive Officer as often as the Board or the Chief
Executive Officer shall require. He or she shall have such other powers and
duties as may be delegated to him or her by the Chief Executive Officer.
ARTICLE XV
CONTROLLER
The Controller shall maintain adequate records of all assets, liabilities
and transactions of the corporation, and shall see that adequate audits thereof
are currently and regularly made. The Controller shall disburse the funds of the
corporation in payment of the just obligations of the corporation, or as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Controller shall have such other powers and duties as may be
delegated to the Controller by the Chief Executive Officer.
-9-
<PAGE>
ARTICLE XVI
SECRETARY
The Secretary shall act as custodian of the minutes of all meetings of the
Board of Directors and of the shareholders and of the committees of the Board of
Directors. He or she shall attend to the giving and serving of all notices of
the corporation, and the Secretary or any Assistant Secretary shall attest the
seal of the corporation upon all contracts and instruments executed under such
seal. He or she shall also be custodian of such other books and records as the
Board or the Chief Executive Officer may direct. He or she shall have such other
powers and duties as may be delegated to him or her by the Chief Executive
Officer.
ARTICLE XVII
TRANSFER AGENTS AND REGISTRARS;
CERTIFICATES OF STOCK
1. The Board of Directors may appoint one or more transfer agents and one
or more registrars for shares of capital stock of the corporation and may
require all certificates for such shares, or for options, warrants or other
rights in respect thereof, to be countersigned on behalf of the corporation by
any such transfer agent or by any such registrar.
2. The certificates for shares of the corporation shall be numbered and
shall be entered on the books of the corporation as they are issued. Each share
certificate shall state on its face the name of the corporation and the fact
that it is organized under the laws of the Commonwealth of Virginia, the name of
the person to whom such certificate is issued and the number and class of shares
and the designation of the series, if any, represented by such certificate and
shall be signed by the Chief Executive Officer, the President, an Executive or
Senior Vice President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary. Any and all signatures on
such certificates, including signatures of officers, transfer agents and
registrars may be facsimile. In case any officer who has signed or whose
facsimile signature has been placed on any such certificate shall have ceased to
be such officer before such certificate is issued, then, unless the Board of
Directors shall otherwise determine and cause notification thereof to be given
to such transfer agent and registrar, such certificate shall nevertheless be
valid and may be issued by the corporation (and by its transfer agent) and
registered by its registrar with the same effect as if he were such officer at
the date of issue.
-10-
<PAGE>
ARTICLE XVIII
TRANSFERS OF STOCK
1. All transfers of shares of the corporation shall be made on the books of
the corporation by the registered holders of such shares in person or by their
attorneys lawfully constituted in writing, or by their legal representatives.
2. Certificates for shares of stock shall be surrendered and canceled at
the time of transfer.
3. To the extent that any provision of the Amended and Restated Rights
Agreement dated as of January 19, 1996, between the corporation and Chemical
Bank, as Rights Agent (the "Rights Agreement"), or the Amendment thereto, dated
as of July 31, 1997, between the corporation and BankBoston, N.A., as successor
rights agent, imposes a restriction on the transfer of any securities of the
corporation, including, without limitation, the Rights, as defined in the
Amended and Restated Rights Agreement, such restriction is hereby authorized.
4. Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia, titled
"Control Share Acquisitions," shall not apply to acquisitions of shares of the
corporation.
ARTICLE XIX
FIXING RECORD DATE
In order to make a determination of shareholders for any purpose, including
those who are entitled to notice of and to vote at any meeting of shareholders
or any adjournment thereof, or entitled to express consent in writing to any
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
the Board of Directors may fix in advance a record date which shall not be more
than 70 days before the meeting or other action requiring such determination.
Except as otherwise expressly prescribed by statute, only shareholders of record
on the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or entitled to express such consent, or
entitled to receive payment of such dividend or other distribution or allotment
of rights, or entitled to exercise such rights in respect of change, conversion
or exchange, or to take such other action, as the case may be, notwithstanding
any transfer of shares on the share transfer books of the corporation after any
such record date fixed as aforesaid.
-11-
<PAGE>
ARTICLE XX
REGISTERED SHAREHOLDERS
The corporation shall be entitled to treat the holder of record of any
share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the Commonwealth of
Virginia.
ARTICLE XXI
CHECKS
All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of indebtedness of the corporation shall be
signed in such manner as may be determined by the Board of Directors.
ARTICLE XXII
FISCAL YEAR
The fiscal year of the corporation shall end on December 31 of each year.
ARTICLE XXIII
NOTICES AND WAIVER
1. Whenever by statute, the Articles of Incorporation or these bylaws it is
provided that notice shall be given to any director or shareholder, such
provision shall not be construed to require personal notice, but such notice may
be given in writing, by mail, by depositing the same in the United States mail,
postage prepaid, directed to such shareholder or director at his address as it
appears on the records of the corporation, or, in default of other address, to
such director or shareholder at the registered office of the corporation in the
Commonwealth of Virginia, and, except for any meeting of directors to be held
within 48 hours after such notice, shall be deemed to be given at the time when
the same shall be thus deposited. Notice of special meetings of the Board of
Directors may also be given to any director by telephone, by telex or telecopy,
or by telegraph or cable, and in case of notice so given otherwise than by
telephone, the notice shall be deemed to be given at the time such notice,
addressed to such director at the address hereinabove provided, shall be
acknowledged by reply telex or telecopy or shall be transmitted or delivered to
and accepted by an authorized telegraph or cable office, as the case may be.
-12-
<PAGE>
2. Whenever by statute, the Articles of Incorporation or these bylaws a
notice is required to be given, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, and filed
with the corporate records or the minutes of the meeting, shall be equivalent to
notice. Attendance of any shareholder or director at any meeting thereof shall
constitute a waiver of notice of such meeting by such shareholder or director,
as the case may be, except as otherwise provided by statute.
ARTICLE XXIV
BYLAWS
The Board of Directors shall have the power to make, amend or repeal bylaws
of the corporation.
-13-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10g.txt
<DESCRIPTION>EXHIBIT 10(G)(II)
<TEXT>
<PAGE>
EXHIBIT 10(g)(ii)
AMENDMENT
TO
MANAGEMENT PERFORMANCE IMPROVEMENT PLAN
Effective as of March 12, 2004, the Management Performance Improvement Plan (the
"MPIP"), is amended as follows:
1. Subsection 4(a) of the MPIP is amended by adding the following sentence to
the end of the first paragraph:
Notwithstanding the foregoing, with respect to Performance Measurement
Periods beginning on or after January 1, 2005 and provided that no Change of
Control shall have occurred, the Committee may, in its discretion, reduce any
payment to which a Participant who is an employee of the Company would otherwise
be entitled by such amount or percentage as the Committee deems appropriate.
2. Except as expressly set forth herein, there are no other amendments to the
MPIP.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>5
<FILENAME>exhibit13.txt
<DESCRIPTION>EXHIBIT 13
<TEXT>
<PAGE>
EXHIBIT 13
2003 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
- --------------------------------------------------------------------------------
OPERATIONS
- --------------------------------------------------------------------------------
The Brink's Company (along with its subsidiaries, the "Company") has three
operating segments within its "Business and Security Services" businesses:
o Brink's, Incorporated ("Brink's") Brink's offers services globally
including armored car transportation,
automated teller machine ("ATM")
replenishment and servicing, currency
and deposit processing including its
"Cash Logistics" operations, coin
sorting and wrapping, arranging the
secure air transportation of valuables
("Global Services") and the deploying
and servicing of safes and safe control
devices, including its patented
CompuSafe(R) service.
o Brink's Home Security, Inc. ("BHS") BHS offers monitored security services
in North America primarily for
owner-occupied, single-family
residences. To a lesser extent, BHS
offers security services for commercial
properties. BHS typically installs and
owns the on-site security systems, and
charges fees to monitor and service the
systems.
o BAX Global Inc. ("BAX Global") BAX Global provides freight
transportation and supply chain
management services on a global basis,
specializing in the heavy freight market
for business-to-business shipping.
The Company has significant liabilities associated with its former coal
operations and expects to have significant ongoing expenses and cash outflows
related to former coal operations. At December 31, 2003, the Company had
approximately $105 million of assets held by a Voluntary Employees' Beneficiary
Association trust ("VEBA") available to pay a portion of these liabilities.
Information about the Company's liabilities related to its former coal business
is contained in a number of sections of this report, including:
o Retained Liabilities and Assets of Former Natural Resource Operations
o Application of Critical Accounting Policies
Disclosures in these sections show five-year projections for estimated ongoing
payments and expense associated with the former coal business, reconcile a
Company-defined term, "Legacy Value", to U.S. generally accepted accounting
principles ("GAAP") measures, and discuss critical estimates used, providing a
sensitivity analysis for these estimates.
18
<PAGE>
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Overview
Years Ended December 31, % change
- --------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- --------------------------------------------------------------------------------
Income (loss) from:
Continuing operations $ 18.2 69.4 38.3 (74) 81
Discontinued operations 11.2 (43.3) (21.7) NM (100)
- --------------------------------------------------------------------------------
Net income $ 29.4 26.1 16.6 13 57
================================================================================
The income (loss) items in the above table are reported after tax.
The Company's results from continuing operations have varied in the last couple
of years due partially to changes the Company has made to reduce costs and
improve efficiency and partially as a result of changes in economic conditions.
The Company's results were also affected by the required movement of certain
expenses related to former coal operations from discontinued operations to
continuing operations. These factors are expected to continue to affect the
Company's results in future periods. There were impairment charges, gains on the
divestiture of natural resource operations and an adjustment to deferred taxes
which are less likely to recur in the future.
Continuing Operations
Business and Security Services
Brink's and BHS reported improved operating profit in both 2003 and 2002 over
prior-year periods. BAX Global's operating profit has been more volatile in the
last three years: about break-even in 2003, profitable in 2002 and a loss in
2001.
Operating profit at Brink's in 2003 improved 17% from the prior year on higher
international earnings. Brink's operating profit in the fourth quarter of 2001
and the first quarter of 2002 reflected the benefit of special euro currency
processing and transportation work. Costs were higher than normal in relation to
revenue in the first nine months of 2001 and the last nine months of 2002 as a
result of higher staffing levels related to the euro work. Staff reductions in
various European countries in late 2002 and the first half of 2003 improved
profitability in the last half of 2003 compared to the same 2002 period.
Operating profit in South America was stronger in 2003 compared to the weak
2002; 2002 was affected by economic and political turmoil in several South
American countries.
Strong growth in BHS' operating profit in 2003 (17%) and 2002 (11%) resulted
primarily from the steady subscriber growth of the last two years and improving
efficiency. The average number of subscribers increased 8% in 2003 over 2002 and
7% in 2002 over 2001.
Although the fourth quarter comparison was favorable versus the prior-year
quarter, BAX Global's full year 2003 operating profit was below 2002 levels
primarily as a result of lower shipments through its largely fixed-cost
Intra-America transportation network due to the weak U.S. economy seen for much
of 2003 and a continuing shift away from expedited freight by customers. Volume
in the Intra-America network was also lower in 2002 compared to 2001, but
reductions in the number of airplanes used to service the network in 2001 and
other cost reductions allowed BAX Global to improve results in 2002 compared to
2001.
19
<PAGE>
Cost of Former Coal Operations
With the completion of its plan to exit the coal business, the Company began in
2003 to reflect within continuing operations the costs and expenses related to
employee benefit expenses, administration and other charges related to the
liabilities retained from the former natural resource businesses. Accordingly,
pretax results for 2003 include total costs of former coal operations of
approximately $70 million. These types of costs were recorded within
discontinued operations in earlier years. These costs will continue to affect
results of operations well into the future. However, due to the normal wind down
of administration and other expenses, the sale of most of the remaining idle
properties in late 2003, the enactment of the Medicare reform bill in December
2003 and the growth in the value of the Company's VEBA, these costs are expected
to decrease by over $20 million in 2004.
Divestitures and Taxes
In 2002, the Company recorded a $19.2 million (pretax) charge related to
impairment and other charges associated with coal properties which were shut
down and prepared for sale. Most of these properties were sold in 2003. When
actions are completed by the purchaser to formally assume additional liabilities
associated with the properties (expected to happen during 2004), the Company
expects to record a gain in continuing operations.
In 2003, the Company recorded a $10.4 million (pretax) gain on the sale of
shares that it held in an Australian exploration and mining Company.
Neither the impairment charge related to coal nor these gains are expected to
recur, although other gains and impairment losses may occur in the future.
The Company performs an annual review of deferred tax assets as required by
Statements of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." In 2001 and 2002, the Company recorded valuation adjustments of
under $2 million per year to reflect its judgment that the ability to utilize
deferred tax assets for certain entities was not more likely than not to happen.
As a result of a recent history of losses, and continuing recession in the U.S.
and Europe in 2003, the Company believes that the ability to use deferred tax
assets related to two international operations and certain states no longer
meets the more-likely-than-not standard. Accordingly, a valuation charge of
approximately $22 million was recorded in 2003.
Since the Company performs a review of its deferred tax assets annually, there
could be further valuation charges required in future years. On the other hand,
if operations in affected jurisdictions return to profitability, the Company may
reverse all or a portion of the valuation reserves in future years.
In estimating its effective tax rate to be recorded in 2004 and later years, the
Company will not record the potential benefit of any losses in the tax entities
for which it has already recorded a valuation adjustment unless such entities
demonstrate an ability to consistently use tax benefits (e.g. through a return
to profitability). As a result, the effective tax rate for 2004 will be higher
than historical rates for normal operations. The Company currently estimates its
effective tax rate for 2004 will approximate 40%. It reevaluates this rate on a
quarterly basis; the actual tax rate could be materially different from the
Company's estimate.
Discontinued Operations
Over the past three years, the Company sold essentially all of its natural
resource businesses, the biggest being its former coal operations. The Company
recognized a significant loss on the sale of its coal business, although most of
the loss was recognized in 2000, a period not presented in this report. In
addition to the loss on sale, the Company has accrued significant liabilities
related to benefits for former coal employees. Expenses related to some of these
liabilities (including revisions to estimated amounts primarily related to
Health Benefit Act obligations and multi-employer pension plan withdrawal
liabilities) are recorded in discontinued operations and were significant in
2003 and 2002. In 2002 and 2001, significant coal operating losses were also
included in discontinued operations.
20
<PAGE>
Besides the coal operations, discontinued operations also includes gains and
losses from the sale of other noncore businesses and their operating results for
all years presented. These operating results have been reclassified from prior
year's presentations within continuing operations.
o Natural gas business - sold in August 2003 for a $56.2 million pretax gain
o Timber business - sold a small portion in December 2003 and completed the
sale in 2004 for an expected $26 million overall pretax gain ($4.8 million
recognized in 2003)
o Gold business - sold in early 2004. Pretax impairment losses were recognized
in 2003 ($1.7 million) and 2002 ($5.7 million).
Consoldiated Review
<TABLE>
<CAPTION>
Revenues Operating Profit (Loss)
- ---------------------------------------------------------------------------------------------------------------
Years Ended December 31, % change Years Ended December 31, % change
- ---------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002 2003 2002 2001 2003 2002
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Business Segments
Brink's $ 1,689.0 1,579.9 1,536.3 7 3 $ 112.5 96.1 92.0 17 4
BHS 310.4 282.4 257.6 10 10 71.2 60.9 54.9 17 11
BAX Global 1,999.2 1,871.5 1,790.1 7 5 3.0 17.6 (27.6) (83) NM
- ---------------------------------------------------------------------------------------------------------------
Business and
Security Services 3,998.6 3,733.8 3,584.0 7 4 186.7 174.6 119.3 7 46
Former coal operations - - - - - (69.5) (19.2) - (200+) NM
Gain on sale of equity
interest - - - - - 10.4 - - NM -
Corporate - - - - - (27.8) (23.1) (21.5) 20 7
- ---------------------------------------------------------------------------------------------------------------
$ 3,998.6 3,733.8 3,584.0 7 4 $ 99.8 132.3 97.8 (25) 35
===============================================================================================================
</TABLE>
Revenues in 2003 were 7% higher than 2002 because of growth in all segments and
changes in currency exchange rates. Operating profit in 2003 was 25% lower
primarily because the cost of retiree and other benefits and other costs related
to the former coal business were classified within former coal operations in
continuing operations. Prior to 2003, these expenses were recorded within
discontinued operations. Operating profit was stronger at Brink's and BHS on
growth in these businesses, offset by lower profits at BAX Global primarily due
to the effects of the recession and a shift in volumes from expedited to
deferred products in the Americas region.
Revenues in 2002 were 4% higher than 2001 because of growth in all segments,
partially offset by changes in currency exchange rates. Operating profit
increased 35% in 2002 due to improved operating performance in the Company's
Business and Security Services segments, particularly at BAX Global, partially
offset by $19.2 million of impairment and other charges related to the Company's
former coal operations.
Throughout this report, the reference to constant currency is made so that a
segment's revenues can be viewed without the impacts of changing foreign
currency exchange rates, facilitating a comparative view of business growth.
Relative to other currencies (except those in South America), the U.S. dollar
generally weakened in 2003 and 2002 compared to the respective prior year
periods, so growth at constant currency exchange rates was lower than growth at
actual currency exchange rates. Changes in foreign currency exchange rates have
not materially affected period-to-period comparisons of segment operating
profit.
21
<PAGE>
Brink's, Incorporated
<TABLE>
<CAPTION>
Years Ended December 31, % change
- ------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues
North America (a) $ 716.2 694.9 680.3 3 2
International 972.8 885.0 856.0 10 3
- ------------------------------------------------------------------------------------------------------------
$ 1,689.0 1,579.9 1,536.3 7 3
============================================================================================================
Operating Profit
North America (a) $ 53.4 52.2 42.4 2 23
International 59.1 43.9 49.6 35 (11)
- ------------------------------------------------------------------------------------------------------------
$ 112.5 96.1 92.0 17 4
============================================================================================================
Cash Flow Information
Depreciation and amortization,
excluding goodwill
amortization $ 70.6 61.3 60.1 15 2
Goodwill amortization N/A N/A 2.1 NM NM
Capital expenditures 80.9 79.3 71.3 2 11
============================================================================================================
(a) U.S. and Canada.
</TABLE>
2003
Overview
Improved revenues and operating profit in 2003 at Brink's reflected much better
results in the International region. International operating profit increased
over the prior year, despite the higher profit levels achieved in the first
quarter of 2002 associated with special euro currency processing and
transportation work. Most of the improvement in the International region
occurred in South America where performance was weak in 2002.
North America
North American operating profit was 2% higher in 2003 over the prior year on a
3% increase in revenues (2% increase in revenues on a constant currency basis).
The slightly higher operating profit in North America was primarily due to
improved performance in the Cash Logistics operations and Global Services,
mostly offset by higher employee benefit expenses. A $5.5 million gain on the
sale of operating assets was largely offset by severance and other costs
discussed below.
In 2003, management closed its Brink's corporate headquarters in Darien,
Connecticut and relocated employees to either Brink's U.S. headquarters in
Coppell, Texas, or to The Brink's Company headquarters in Richmond, Virginia. As
a result, approximately $5.4 million of severance and other costs were incurred
in the U.S. during 2003.
An increase in employee benefit costs in 2003 included $4.8 million higher
expense from the Company's primary U.S. pension plan and higher health care
costs for active employees. These costs are expected to increase again in 2004.
International
International operating profit for 2003 was 35% higher than 2002 on a 10%
increase in revenues (3% increase in revenues on a constant currency basis).
Improvements in revenues and operating profit on a constant currency basis in
South America and Asia-Pacific were offset by lower European revenues and
operating profit, as discussed below.
22
<PAGE>
Europe. European revenues and operating profit in the first quarter of 2002
benefited from the currency processing and transportation work associated with
the introduction of the euro on January 1, 2002. However, the cost of staffing
levels, which remained high after the euro work was completed, negatively
affected the last nine months of 2002 and, to a lesser degree, the first half of
2003.
Europe's revenues and operating profit in 2003 were below the prior year on a
constant currency basis primarily because of the absence of the euro work
performed in the first quarter of 2002. There was also approximately $4.7
million of higher severance expense associated with workforce reductions.
Revenues on a constant currency basis were higher in the second half of 2003
compared to the same 2002 period generally due to better performance and, to a
lesser extent, due to additional revenues associated with a first-quarter 2003
acquisition in Belgium. Operating profit in the second half of 2003 also
improved compared to the same period in 2002 reflecting improvements in a number
of countries, and the benefits of management and operational changes,
particularly in France.
Although the economies in Europe continue to be sluggish, year-over-year
comparisons of European operating results in the first half of 2004 are expected
to continue to benefit from management changes and workforce reductions made to
better align resources with business needs.
South America. In South America, operating profit in 2003 was higher than the
prior year reflecting better performance in Venezuela, partially offset by lower
operating performance in Brazil. Favorable market conditions and lower labor
costs as a percentage of revenue benefited Venezuela's performance in 2003.
Venezuela is Brink's largest operation in South America. Brazil, Brink's second
largest operation in South America, did not perform as well in 2003 compared to
2002 as a result of the continuing difficult economic and operating conditions
there. Brazil's operating results improved in the fourth quarter of 2003 over
the same period a year earlier primarily due to improved profitability of ATM
and Cash Logistics services, partially offset by lower armored transportation
profitability. Overall, economic conditions in South America seem to be
improving, although operating conditions remain volatile, particularly in
Venezuela.
Asia-Pacific. Asia-Pacific operating profit in 2003 was higher than last year
primarily due to improved results in Australia. In addition, Global Services
business improved in Hong Kong and Korea.
2002
Overview
Brink's revenues increased in both North America and International operations in
2002 compared to 2001, and although operating profit increased 23% in North
America, operating profit was lower in the International operations, primarily
due to the effects of difficult economic and operating conditions in South
America.
North America
Revenue increases in North American operations in 2002 were primarily related to
increased currency processing and armored transportation activities (which
includes ATM services). Operating profit increased in 2002 primarily due to
improved performance in U.S. Global Services and, to a lesser extent, armored
transportation operations and currency processing.
International
Revenues from International operations in 2002 increased 3% over 2001 (5% on a
constant currency basis). International revenues in 2002 as compared to 2001
would have been $14 million higher on a constant currency basis; however, weaker
South American currencies more than offset strengthening European currencies.
The decrease in International operating profit was primarily due to lower
results in South America, which more than offset improved results in
Asia-Pacific and Europe.
23
<PAGE>
Europe. Revenues in Europe reflected increased volumes in armored
transportation, ATM servicing, currency processing and Global Services
operations. Europe's operating profits in the fourth quarter of 2001 and the
first quarter of 2002 were higher as a result of nonrecurring euro-related
processing and transportation work.
The first nine months of 2001 reflected upfront costs associated with
preparations for the euro work. Results throughout 2002 reflected higher than
normal labor expenses as staffing levels remained high following the euro work
performed in the first half of the year. Brink's incurred severance expense
associated with a reduction in staffing levels in Germany in the second half of
2002. European operating performance in 2002 reflected higher volume and
operational improvements in certain countries despite the general softness in
European economies.
South America. South American revenues and operating profits in 2002 were
negatively impacted by the continuing effects of difficult economic and
operating conditions.
Asia-Pacific. Asia-Pacific operating profits in 2002 were well above the prior
year, reflecting higher pricing in Australia. International operating profits
for 2001 included approximately $2 million of pretax gains on the sale of two
non-strategic international affiliates.
Brink's Home Security
<TABLE>
<CAPTION>
Years Ended December 31, % change
- ------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues $ 310.4 282.4 257.6 10 10
============================================================================================================
Operating Profit
Recurring services (a) 125.9 109.5 100.9 15 9
Investment in new subscribers (b) (54.7) (48.6) (46.0) (13) (6)
- ------------------------------------------------------------------------------------------------------------
$ 71.2 60.9 54.9 17 11
============================================================================================================
Monthly recurring revenues (c) $ 23.3 21.1 19.2 10 10
============================================================================================================
Cash Flow Information
Depreciation and amortization (d) $ 47.9 43.9 36.8 9 19
Impairment charges from subscriber
disconnects 34.3 32.3 33.8 6 (4)
Amortization of deferred revenue (e) (25.0) (23.9) (23.9) 5 -
Deferred subscriber acquisition costs
(current year payments) (18.4) (17.7) (14.9) 4 19
Deferred revenue from new subscribers
(current year receipts) 28.2 27.1 27.0 4 -
Capital expenditures (98.0) (86.9) (81.3) 13 7
============================================================================================================
</TABLE>
(a) Reflects operating profit generated from the existing subscriber base
including the amortization of deferred revenues.
(b) Primarily marketing and selling expenses, net of the deferral of direct
selling expenses (primarily a portion of sales
commissions), incurred in the acquisition of new subscribers.
(c) This measure is reconciled below under the caption "Reconciliation of
Non-GAAP Measures."
(d) Includes amortization of deferred subscriber acquisition costs.
(e) Includes amortization of deferred revenue related to active subscriber
accounts as well as acceleration of amortization of deferred revenue related
to subscriber disconnects.
24
<PAGE>
Overview
Operating profit comprises recurring services minus the cost of the reinvestment
in new subscribers. Recurring services reflects the monthly monitoring and
service earnings generated from the existing subscriber base, including the
amortization of deferred revenues. Impairment charges from subscriber
disconnects and depreciation and amortization expenses, including the
amortization of previously deferred direct costs from installations, are also
charged to recurring services. Recurring services is affected by the size of the
subscriber base, the amount of operational costs including depreciation, the
level of subscriber disconnect activity and changes in the average monitoring
fee per subscriber.
Investment in new subscribers is the net expense (primarily marketing and
selling expenses) incurred in adding to the subscriber base every year. The
amount of the investment in new subscribers charged to income may be influenced
by several factors, including the growth rate of new subscriber installations
and the level of costs incurred in attracting new subscribers. As a result,
increases in the rate of investment (the addition of new subscribers) may have a
negative effect on current segment operating profit but a positive impact on
long-term operating profit, cash flow and economic value.
Capital expenditures are primarily the equipment, labor and related overhead
costs associated with system installations for new subscribers.
Subscriber Activity
<TABLE>
<CAPTION>
Years Ended December 31, % change
- -------------------------------------------------------------------------------------------------------------
(Subscriber data in thousands) 2003 2002 2001 2003 2002
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Number of subscribers:
Beginning of period 766.7 713.5 675.3
Installations 121.9 105.8 90.9 15 16
Disconnects (55.1) (52.6) (52.7) (5) -
- -------------------------------------------------------------------------------------------------------------
End of period 833.5 766.7 713.5 9 7
=============================================================================================================
Average number of subscribers 797.5 739.0 693.5 8 7
Annualized disconnect rate (a) 6.9% 7.1% 7.6%
=============================================================================================================
</TABLE>
(a) The disconnect rate is a ratio, the numerator of which is the gross number
of customer cancellations during the period and the denominator of which is
the average number of customer subscribers for the period. The gross number
of customer cancellations is reduced for customers who cancel service at one
location but continue service at a new location, customer accounts acquired
from dealers that cancel during a specified contractual term that allows the
account to be charged back to the dealers, and inactive sites that return to
active service during the period.
Installations increased 15% for 2003 and 16% for 2002 as compared to the
prior-year periods primarily as a result of growth in traditional as well as
newer customer acquisition channels. BHS believes its 2003 and 2002 annualized
disconnect rates improved over the respective prior-year periods largely due to
the cumulative effect of having improved its subscriber selection and retention
processes in recent years and its high quality customer service.
2003
The increase in BHS's revenues for 2003 versus 2002 was primarily due to an 8%
larger average subscriber base, as well as a higher average monitoring rate,
higher revenue from home builders and higher service revenues. The slight
increase in average monitoring rates is primarily due to new customers
initiating service at generally higher monitoring rates than the average rate
being paid by existing customers. The above factors also contributed to a 10%
increase in monthly recurring revenues as measured at year end.
25
<PAGE>
Operating profit increased 17% in 2003 from 2002 as higher profit from recurring
services was partially offset by an increased investment in new subscribers.
Higher profit from recurring services was primarily due to increased monitoring
revenues from the larger average subscriber base as well as improved service
margins, partially offset by higher depreciation and other costs associated with
the larger subscriber base. Investment in new subscribers increased 13% on 15%
higher installations during 2003 reflecting more effective marketing and
installation efforts partially offset by an investment in additional sales
infrastructure to support expansion of installation services offered to home
builders.
2002
Revenues increased 10% in 2002 primarily due to a 7% larger average subscriber
base, as well as higher average monitoring rates, higher revenues from home
builders and higher service revenues. These factors also contributed to a 10%
increase in monthly recurring revenues as measured at year end.
Operating profit for 2002 increased 11% as higher profit from recurring services
was partially offset by an increased investment in new subscribers. Higher
profit from recurring services was primarily due to increased monitoring and
service revenues resulting from a larger average subscriber base and 4% lower
impairment charges reflecting a lower disconnect rate, partially offset by
increased depreciation from the larger number of security systems and higher
monitoring costs. Investment in new subscribers increased only 6% on 16% higher
installations during 2002, reflecting more effective marketing and installation
efforts and the use of new distribution channels.
Other
On October 1, 2003, a national "Do Not Call" list was implemented in the United
States. Although most of its new subscribers are attracted through other means,
a portion of BHS' new installations are initiated by calls to potential
customers. Since there are other ways to initiate a sale, the overall impact
that the "Do Not Call" list will have on BHS' ability to attract new
subscribers, or the costs to attract new subscribers, cannot be determined at
present.
Police departments in two major western U.S. cities are not required to respond
to calls from alarm companies unless an emergency has been visually verified. If
more police departments in the future refuse to respond to calls from alarm
companies without visual verification, this could have an adverse effect on
future results of operations for BHS.
Reconciliation of Non-GAAP Measures - Monthly Recurring Revenues
The purpose of this table is to reconcile monthly recurring revenues, a non-GAAP
measure, to its closest GAAP counterpart, BHS' total revenues.
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- ----------------------------------------------------------------------------------------------
<S> <C>
Monthly recurring revenues ("MRR") (a) $ 23.3 21.1 19.2
Amounts excluded from MRR:
Amortization of deferred revenue 2.0 2.0 1.8
Other revenues (b) 2.4 1.2 1.6
- ----------------------------------------------------------------------------------------------
Revenues on a GAAP basis:
December 27.7 24.3 22.6
January - November 282.7 258.1 235.0
- ----------------------------------------------------------------------------------------------
January - December $ 310.4 282.4 257.6
==============================================================================================
</TABLE>
(a) MRR is calculated based on the number of subscribers at period end
multiplied by the average fee per subscriber received in the last month of
the period for contracted monitoring and maintenance services.
(b) Revenues that are not pursuant to monthly contractual billings.
26
<PAGE>
The Company believes the presentation of MRR is useful to investors because the
measure is widely used in the industry to assess the amount of recurring
revenues from subscriber fees that a home security business produces.
BAX Global
<TABLE>
<CAPTION>
Years Ended December 31, % change
- ------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues
Americas (a) $ 976.0 989.9 1,008.1 (1) (2)
International (b) 1,098.3 951.7 845.0 15 13
Eliminations (75.1) (70.1) (63.0) (7) (11)
- ------------------------------------------------------------------------------------------------------------
$ 1,999.2 1,871.5 1,790.1 7 5
============================================================================================================
Operating Profit (Loss)
Americas (a) $ (30.9) (15.1) (46.0) (105) 67
International (b) 41.2 43.8 35.6 (6) 23
Corporate and other (7.3) (11.1) (17.2) 34 35
- ------------------------------------------------------------------------------------------------------------
$ 3.0 17.6 (27.6) (83) NM
============================================================================================================
Cash Flow Information
Depreciation and amortization,
excluding goodwill
amortization $ 47.0 44.4 49.4 6 (10)
Goodwill amortization N/A N/A 7.4 N/A NM
Capital expenditures 23.6 27.1 33.1 (13) (18)
============================================================================================================
Operating Statistics
Intra-America revenue $ 464.6 468.6 457.3 (1) (2)
Worldwide expedited freight
services:
Revenues $ 1,501.0 1,452.4 1,427.2 3 2
Weight in pounds 1,575.8 1,530.3 1,424.4 3 7
============================================================================================================
</TABLE>
(a) U.S., Mexico, Latin America and Canada.
(b) Europe-Middle East-Africa ("EMEA") and Asia-Pacific.
Profits are shared among the origin and destination subsidiaries on most export
volumes. Performance in BAX Global's U.S. business, the region with the largest
domestic and export volume, significantly affects the results of worldwide
expedited freight services. Eliminations revenues primarily reflect intercompany
revenue eliminations on shared services.
27
<PAGE>
BAX Global operates throughout most of the world. Revenues in each region
include both expedited and nonexpedited freight services.
BAX Global's Products
- ---------------------
Expedited Freight Services Region offered
- -------------------------- --------------
o Overnight delivery Worldwide
o Second-day delivery Worldwide
o Wholesale freight forwarding Americas
o Air import and export delivery Worldwide
Nonexpedited Freight Services
- -----------------------------
o BAXSaver Suite of deferred delivery products
(various deferred delivery terms) Americas
o Customs brokerage services Worldwide
o Supply chain management services Worldwide
o Aircraft charter services Worldwide
o Ocean delivery Worldwide
2003
Overview
BAX Global's operating profit in 2003 was $14.6 million below last year despite
a 7% increase in revenues (3% increase in revenues on a constant currency
basis). Revenue was lower in the Americas, higher in Asia-Pacific, and higher in
Europe, where it would have been lower except for the effect of currency
changes. Operating profit was lower as a result of lower volumes in the
Intra-America network. Volumes and revenue were lower in the Intra-America
network because of the effects of a weak U.S. economy and a shift from expedited
to deferred products. Partially offsetting this were the effects on revenue and
earnings of increased air export volumes and supply chain management activity in
Asia-Pacific.
Americas
BAX Global's 2003 operating loss in the Americas region was $15.8 million higher
than 2002 on a 1% decrease in revenues. A decrease in operating profit due to
lower Intra-America volumes of higher-yielding overnight and second-day
products, more than offset an increase in operating profit due to higher volumes
for deferred products and volumes related to BAX Global's new wholesale freight
forwarding product. Although volumes, in total, were lower in 2003 compared to
2002, volumes in the fourth quarter of 2003 were above the prior-year quarter
and the year-over-year improvement has continued in early 2004. Management
believes that much of the shift from expedited to deferred products is likely to
continue; however, in an improving economy the absolute weight of expedited
freight is likely to increase.
U.S. air export revenues reflect the benefit of being able to pass through to
customers a portion of the surcharges charged by airlines for high fuel costs,
security and other reasons. U.S. air export volumes were slightly higher in 2003
over 2002, while revenue per pound, excluding surcharges, declined in 2003 as
compared to 2002. Growth in the U.S. supply chain management business increased
revenues by $14.4 million in 2003 as compared to 2002 due to the addition of new
customers as well as increased activity with existing customers. BAX Global's
revenues and operating results in 2003 were adversely affected by lower
third-party aircraft charter activity compared to the prior year period.
28
<PAGE>
The 2003 operating loss in the Americas includes higher expense from the
Company's primary U.S. pension plan as well as higher health care costs in the
2003 periods. Heavy maintenance expense was $9.3 million lower in 2003 compared
to 2002 primarily due to a reduction in flight hours as a result of a decrease
in third-party aircraft charter activity. Adjustments made in the first half of
2003 in conjunction with the renegotiation of certain return provisions of its
aircraft lease agreements and the completion of a study of the lease agreements
also reduced heavy maintenance expense.
International
International operating profits decreased 6% in 2003 compared to 2002 on a 15%
increase in revenues (7% increase in revenues on a constant currency basis). A
decrease in operating profits in the EMEA region was partially offset by
improved profits in Asia-Pacific. Reduced demand and competitive market
pressures in the EMEA region continue with the effects of the strengthening
currencies and the weak European economy resulting in lower export volumes and
flat import volumes compared with 2002. The effects of the weak European economy
are expected to continue. Revenues and operating profit for 2003 benefited from
an increase in air export volumes within the Asia-Pacific region and from
Asia-Pacific to the U.S. In addition, Asia-Pacific's results benefited from
growth in supply chain management operations, including the effects of an
expansion of operations in China during 2003, as well as increased activity from
existing customers.
BAX Global Corporate and Other
BAX Global's corporate and other expense decreased $3.8 million in 2003 versus
the prior-year period due to foreign currency exchange transaction gains and
lower administrative costs.
2002
Overview
The 5% increase in BAX Global's worldwide operating revenues in 2002 as compared
to 2001 was attributable to the addition of new business and economic recovery
in Asia-Pacific. Worldwide operating profit in 2002 improved $45.2 million,
primarily reflecting the benefit of ongoing efforts in the Americas to better
align transportation costs and operating expenses with market demands and
economic conditions, and the volume improvement in Asia-Pacific.
Americas
Americas revenues decreased 2% in 2002 as compared to 2001 due to a lower volume
of domestic and outbound international expedited airfreight services associated
with the continuing weak economies in the U.S. and Europe. Americas 2002
revenues from charter activity were $15 million higher than 2001 primarily as a
result of more flights for the U.S. government.
Despite the reduction in revenues, the operating loss in the Americas was 67%
lower in 2002 as compared to 2001. The improvement was primarily due to
reductions in Americas transportation costs. Costs per pound shipped in 2002
decreased as compared to 2001 as a result of fleet reductions undertaken during
2001 and an increased use of ground transportation.
International
In 2002, International revenues increased 13% and operating profit increased 23%
as compared to 2001. The increases were primarily due to improved economic
conditions and new business in several Asia-Pacific countries, which resulted in
increased air export volumes to the U.S., primarily associated with the high
technology industry. In addition, a port dispute on the West Coast of the U.S.
resulted in a higher volume of air export freight from Asia-Pacific during the
fourth quarter of 2002. Margins on these shipments were lower due to higher
airline transportation costs, not all of which were able to be passed on to
customers. In the EMEA region, low export and import air-freight volumes and
lower prices caused by the continuing weak European economy resulted in a
decrease in revenues and operating profit for 2002 as compared to 2001.
29
<PAGE>
BAX Global Corporate and Other
The decrease in BAX Global's corporate and other expense in 2002 as compared to
2001 was primarily due to $7.4 million of amortization of goodwill in 2001.
Corporate Expense - The Brink's Company
Years Ended December 31, % change
- ------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------
Corporate expense $ 27.8 23.1 21.5 20 7
==============================================================================
The increase in corporate expense in 2003 primarily reflected increases in
benefit-related expenses as well as additional costs related to the
implementation of Section 404 of the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley costs are expected to be higher in 2004 compared to 2003, but
should decrease in 2005 from 2004 as the initial compliance effort is completed
in 2004.
Retained Liabilities and Assets of Former Natural Resource Operations
Overview
In 2002, the Company exited the coal business by selling or shutting down its
remaining coal operations. In 2003, the Company sold most of its other natural
resource businesses, including
o its natural gas business,
o a portion of its timber business,
o an equity interest in a gold business, and
o substantially all of its remaining coal properties.
The Company sold the remainder of its timber and gold businesses in the first
quarter of 2004.
The Company has significant liabilities related to its former coal business.
Expenses and payments related to these liabilities are expected to decline over
time.
Legacy Liabilities and Assets
The Company refers to various assets and liabilities related to the former coal
operations as its "legacy" assets and liabilities. Some of the Company's legacy
assets and liabilities are not fully recorded on the balance sheet because
certain losses have been deferred in accordance with GAAP. In addition under
GAAP, some of these liabilities are discounted to reflect a present value, while
others have not been discounted. To facilitate an understanding of the total
estimated present value of these liabilities as of December 31, 2003, the
following table presents a Company-defined amount, "Legacy Value", for the
Company's legacy assets and liabilities. The Legacy Value excludes GAAP deferred
loss adjustments and discounts to a present value those liabilities with
extended payment dates that are not recorded at present value under GAAP. PLEASE
NOTE THAT THIS IS NOT A GAAP PRESENTATION AND THIS TABLE SHOULD ONLY BE READ IN
CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS. The Legacy Values are
considered non-GAAP measures, and the table below reconciles each Legacy Value
to its GAAP counterpart. The estimated Legacy Value and GAAP amounts are as of
December 31, 2003. These estimated amounts will be adjusted annually to reflect
actual experience, annual actuarial revaluations and periodic revaluations of
reclamation liabilities. The amounts are based on a variety of estimates,
including actuarial assumptions, as described below in the Application of
Critical Accounting Policies and in the notes to the consolidated financial
statements. Actual amounts could differ materially from the estimated amounts.
30
<PAGE>
<TABLE>
<CAPTION>
December 31, 2003
- ------------------------------------------------------------------------------------------------------------
Liabilities Not
Legacy Add Back Present Yet Recognized GAAP
(In millions) Value (a) Value Effect Under GAAP Amount
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Legacy liabilities:
Company-sponsored retiree medical,
net (c):
Before Medicare subsidy $ 571.9 - (285.5) 286.4
Medicare subsidy (45.7) - 45.7 -
- ------------------------------------------------------------------------------------------------------------
526.2 - (239.8) 286.4
Health Benefit Act (d) 106.1 91.4 - 197.5
Black lung (e) 63.0 - (19.3) 43.7
Workers' compensation 30.3 - - 30.3
Advance minimum royalties 13.4 - - 13.4
Reclamation 7.9 - - 7.9
- ------------------------------------------------------------------------------------------------------------
Legacy liabilities (b) $ 746.9 91.4 (259.1) 579.2
============================================================================================================
Legacy assets:
VEBA (f) $ 105.2 - - 105.2
Other assets (g) 18.2 - - 18.2
Deferred tax assets (h) 286.7 32.0 (90.7) 228.0
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The Legacy Value table includes the Company's significant long-term
coal-related assets and liabilities. Other shorter-term coal-related assets
and liabilities have been excluded from the total amount of the Legacy
Value table.
(b) Legacy liabilities above exclude the Company's estimated withdrawal
obligations of $52 million from coal-related multi-employer pension plans.
It is likely that a withdrawal will be deemed to have occurred within the
next two to three years. The timing and actual amount to be paid, if any,
will be based on the funded status of the plans as of the beginning of the
plan year in which a withdrawal has been deemed to have occurred.
(c) Company-sponsored retiree medical liabilities are accounted for in
accordance with SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." Generally, SFAS No. 106 requires a liability
be recorded for the present value of future obligations. Under the
provisions of SFAS No. 106, actuarial gains and losses are deferred.
Actuarial gains and losses occur when actual events differ from assumptions
(e.g. when the actual health care inflation rate differs from the assumed
inflation rate) or changes are made to assumptions used to estimate the
liability, including assumptions as to the discount rate used to compute
the present value (6.25% at December 31, 2003), expected health care
inflation rates, expected life expectancy rates, asset returns and the
effect of the Medicare subsidy. Actuarial gains and losses are not
immediately recognized in earnings because SFAS No. 106 requires employers
to defer these gains and losses and then amortize these gains and losses
into earnings in future periods if the total unrecognized net gains and
losses exceed 10% of the accumulated postretirement benefit obligation. As
a result, the Company's balance sheet does not reflect these liabilities at
the full present value of the ultimate projected obligations at the end of
the year. The Legacy Value in the table reflects the Company's liability
had the Company's total projected obligations been fully accrued at the end
of the year. The Company discloses the projected amount of its obligation
before the required deferral of unrecognized gains and losses as
"accumulated plan benefit obligation" in note 4 to the consolidated
financial statements.
(d) Health Benefit Act liabilities are accounted for in accordance with EITF
No. 92-13, "Accounting for Estimated Payments in Connection with the Coal
Industry Retiree Health Benefit Act of 1992" and accordingly, the Company
has accrued the undiscounted estimate of its projected obligation. As
discussed in note 4 to the consolidated financial statements, the Company
uses various assumptions to estimate its liability to The United Mine
Workers of America Combined Fund (the "Combined Fund") for future annual
premiums, including the number of assigned and unassigned beneficiaries in
future periods, medical inflation, and the amount of funding of the
Combined Fund to be provided from the Abandoned Mine Reclamation Fund in
future periods. The estimated annual payments are expected to be paid out
over the next seventy or more years. To determine its Legacy Value, the
Company's actuaries discounted the estimated future cash flows to a present
value amount using a discount rate of 6.25%. The Company's estimates of
annual payments may change materially due to changes in future assumptions.
Statutory changes to the 1992 law under which benefits are paid also could
materially affect the Company's estimate of its liability in the future.
The estimation of the Legacy Value should not be considered a precise
estimate because of the many variables that have been used to determine the
estimate, including the discount rate and the amount of expected annual
cash flows. There are many factors that may change and cause the amount
recorded in the balance sheet to not be representative of the amount the
Company may actually pay.
31
<PAGE>
(e) Actuarial gains and losses resulting from changes in estimates of the
Company's black lung obligations are deferred and amortized into earnings
in future periods. As a result, the Company's balance sheet does not report
these liabilities as if the Company's projected obligation had been fully
accrued at the end of the year. The Legacy Value in the table reflects the
Company's projected obligations had it been fully accrued at the end of the
year. Of the Company's $63.0 million of present value of self-insured black
lung benefit obligations at December 31, 2003, approximately $43.7 million
had been recognized on the balance sheet, with the difference relating to
deferred unrecognized actuarial losses (see note 4 to the consolidated
financial statements).
(f) The VEBA has been designated in the first quarter of 2004 to pay future
benefits of the Company-sponsored medical plans.
(g) Other assets are primarily related to a tax receivable from Virginia
related to the former production of coal; the projected balance represents
the discounted value of receipts over the next six years. These credits
will have minimal effect on earnings over the time of collection. The
Company expects to receive approximately $5 million per year for 2004
through 2006; $3 million in 2007 and $1 million each in 2008 and 2009.
(h) The Company has not yet taken deductions in its tax returns for most of the
accrued legacy liabilities, and has recorded a deferred tax asset for this
future benefit since tax laws generally do not permit a deduction until
payment is made to cover the benefits or into the VEBA. The $90.7 million
reconciling item represents the expected tax benefit in the
Company-sponsored retiree medical and black lung obligations which have
been deferred in accordance with the provisions of SFAS No. 106. The $32.0
million reconciling item represents the associated decrease to the deferred
tax asset if the Health Benefit Act liability were recorded on a discounted
basis.
Under the Health Benefit Act, the Company and various subsidiaries are jointly
and severally liable for approximately $432 million, at Legacy Value, of
postretirement medical (before any benefit from the Medicare subsidy) and Health
Benefit Act obligations in the above table.
Projected Payments and Expenses of Retained Coal Liabilities and Administrative
Costs The following tables include the actual cash payments and expense
(continuing operations only) related to the Company's former coal liabilities
for 2003 and those projected for the next five years.
The projected payments and expenses are estimated based on assumptions that are
usually adjusted annually; the actual amount of payments and expense in future
periods may be materially different than amounts presented. The amounts paid or
expensed in the future will be dependent on many factors, including inflation in
health care and other costs, the ultimate impact of the recently enacted
Medicare reform bill, discount rates, the market value of pension plan assets,
the level of contributions to and the performance of the VEBA, the number of
participants in various benefit programs, and the amount of administrative costs
needed to manage the retained liabilities.
32
<PAGE>
Cash Payments
<TABLE>
<CAPTION>
(In millions) Actual Payments Projected Payments
- ------------------------------------------------------------------------------------------------------------
Years Ending December 31, 2003 2004 2005 2006 2007 2008
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Postretirement benefits other than pensions:
Company-sponsored medical plans (a)
Before Medicare subsidy $ 30 $ 33 36 38 40 41
Estimated effect of Medicare subsidy - - - - (3) (3)
- ------------------------------------------------------------------------------------------------------------
Subtotal 30 33 36 38 37 38
Health Benefit Act 8 10 12 12 11 11
Black lung 8 6 6 6 5 5
Withdrawal liability (b) - - - - - -
Workers' compensation 8 5 4 3 2 2
Advance minimum royalties 1 1 3 2 2 1
Reclamation and inactive mine costs 5 5 2 1 - -
Administration and other 18 4 3 2 2 2
- ------------------------------------------------------------------------------------------------------------
Total (b) $ 78 $ 64 66 64 59 59
============================================================================================================
</TABLE>
(a) The Company has $105 million of assets in its VEBA that are to be used to
fund future payments of the Company's retiree medical plans. The Company
may elect at any time to use either these assets or its funds from
operations to pay for its retiree medical plans. Estimated payments in the
table have not been reduced to reflect the use of assets held by the VEBA
since there are no plans to do so within the five years projected.
(b) This table excludes the Company's estimated withdrawal obligations of $52
million from coal-related multi-employer pension plans. The timing and the
actual amount to be paid, if any, will be based on the funded status of the
plans as of the beginning of the plan year that a withdrawal is deemed to
have occurred. It is likely that a withdrawal will be deemed to have
occurred within the next two to three years.
Expenses in Continuing Operations
<TABLE>
<CAPTION>
(In millions) Actual Expense Projected Expenses
- ---------------------------------------------------------------------------------------------------------------
Years Ending December 31, 2003 2004 2005 2006 2007 2008
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Postretirement benefits other than pensions:
Company-sponsored medical plans:
Expenses $ 50 $ 52 52 52 51 51
Estimated effect of Medicare subsidy - (6) (6) (6) (6) (6)
Estimated investment income in VEBA (a) - (9) (10) (11) (12) (13)
- ---------------------------------------------------------------------------------------------------------------
Subtotal 50 37 36 35 33 32
Black lung 6 6 6 5 5 5
Pension (1) 2 4 4 3 3
Administrative, legal and other coal expenses, net 18 4 3 2 2 2
Other income, net (3) - - - - -
- ---------------------------------------------------------------------------------------------------------------
Total $ 70 $ 49 49 46 43 42
===============================================================================================================
</TABLE>
(a) Beginning in 2004, the Company will account for the VEBA as a plan asset of
Company-sponsored medical plans in accordance with SFAS No. 106.
33
<PAGE>
Following are comments covering the more significant and unusual legacy
obligations and assets in the above tables. For additional information on these
obligations and assets, please see notes 4 and 5 to the consolidated financial
statements. Each of these obligations and assets are affected by estimates and
judgments. More information on this is available at "Application of Critical
Accounting Policies" later in this Management's Discussion and Analysis.
Company-Sponsored Retiree Medical Benefits
The Company provides postretirement health care and life insurance benefits to
eligible former coal miners and their dependents. With the assistance of
actuaries, the Company annually reevaluates the estimated future cash flows,
expenses and current values of the obligations.
The Legacy Value, which equals the accumulated postretirement benefit
obligation, at December 31, 2003 increased to $526 million from the $518 million
estimated at December 31, 2002. Most of this increase was due to the reduction
in the discount rate of 50 basis points to 6.25%. This was largely offset by the
estimated impact of the recently enacted Medicare reform legislation. Based on
the expected use of the 28% subsidy on pharmaceuticals provided by this
legislation, the Company estimated that the net present value of its obligations
has been reduced by $46 million.
Projected payments are expected to increase each year for the next five years as
a result of medical inflation and as eligible participants attain retirement
age. This will be partially offset by reductions in the number of participants
through mortality.
Net expense levels are expected to decline in 2004 from 2003 primarily due to
the impact of the funding of the VEBA and accounting for the VEBA as a plan
asset under SFAS No. 106 beginning in 2004, and the positive effect on pretax
earnings, estimated at approximately $6 million per year, of the benefit from
the Medicare legislation.
Health Benefit Act Obligations
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health Benefit Act established rules for the payment of future health care
benefits for thousands of retired union mine workers and their dependents. The
Health Benefit Act established a trust fund, The United Mine Workers of America
Combined Benefit Fund (the "Combined Fund"), to which "signatory operators" and
"related persons", including The Brink's Company and certain of its subsidiaries
(collectively, the "Brink's Companies"), are jointly and severally liable to pay
annual premiums for those beneficiaries directly assigned to a signatory
operator and its related persons, on the basis set forth in the Health Benefit
Act.
In addition, the Health Benefit Act provides that assigned companies, including
the Brink's Companies, are required to fund, pro rata according to the total
number of assigned beneficiaries, a portion of the health benefits for
unassigned beneficiaries if not funded from other designated sources. To date,
almost all of the funding for unassigned beneficiaries has been provided from
transfers from the Abandoned Mine Reclamation Fund (the "AML Fund") or other
government sources.
The Company's liability for Health Benefit Act obligations is equal to the
undiscounted estimated amount of future annual premiums the Company expects to
pay to the Combined Fund over approximately 70 years. The Company's estimated
annual premium is generally equal to the total number of beneficiaries
(including assigned beneficiaries and an allocated percentage of the total
unassigned beneficiaries) at October 1, the beginning of the plan year,
multiplied by the premium per beneficiary for that year. The Company expects to
pay annual premiums over the next 70 or more years, but it expects these annual
premiums to gradually decline over time as the number of beneficiaries
decreases.
34
<PAGE>
The estimated liability at December 31, 2003 assumes that almost all of the
costs for unassigned beneficiaries for the plan year ending September 30, 2004
will continue to be paid with transfers of cash from the AML Fund and other
government sources. Transfers to the Combined Fund from the AML Fund beyond this
date are not sufficiently assured and the Company's current estimate of its
obligations assumes that no future transfers will be made by the AML Fund. The
Company's estimate of its probable liability for premiums for unassigned
beneficiaries could materially decrease in future periods depending on the
availability of future funding by the AML Fund or other sources. Moreover, the
Company's estimate of its liability for unassigned beneficiaries could change
materially in the future if other responsible coal operators become insolvent.
This liability could also change materially if the percentage of unassigned
beneficiaries that are allocated to the Company changes due to relative
mortality rates of the Company's assigned beneficiaries compared to the total
assigned beneficiaries.
The Company's actuaries have prepared an estimate of the net present value of
the total expected future payments. The Company believes that this information
is valuable to investors and creditors to understand the significance of a
series of payments to be made over an extended period of time (over 70 or more
years).
The Legacy Value of the Company's Health Benefit Act obligations increased from
approximately $90 million at December 31, 2002 to approximately $106 million at
December 31, 2003. The primary reasons for the increase are the reduction in the
discount rate used by 50 basis points and an increase in the assumed share of
future payments to be made for unassigned beneficiaries. The Company's assumed
share of future payments for unassigned beneficiaries increased due to the
release in bankruptcy during 2003 of two significant assigned operators from
their liabilities and an increase in the Company's expectations for its
historical share of the unassigned pool based on court rulings and regulatory
decisions in 2003.
At December 31, 2003 the Company's obligations associated with unassigned
beneficiaries are valued at $66 million on an undiscounted (GAAP) basis and $35
million on a net present value basis. These values are included within the GAAP
amount total of $198 million and the Legacy Value total of $106 million,
respectively.
Projected payments related to the Health Benefit Act are projected to rise in
2004 and 2005 to reflect the current assumption that the previous sources of
funding for the unassigned pool will not continue. If future funding of all of
the unassigned benefits becomes available through the AML Fund or other sources,
projections for 2005 and later years may be reduced by up to $4 million per
year.
No expense is reflected in continuing operations for Health Benefit Act
obligations. Any changes to expected future obligations determined during annual
reevaluations are recorded as expenses or benefits within discontinued
operations.
Black Lung Obligations
The Company makes payments to former miners who have been determined to have
pneumoconiosis (black lung). Such payments primarily cover disability payments
and condition-related medical expenses. These payments stretch out over many
years and have been discounted to a net present value. The difference between
the amounts on the balance sheet and the full net present value of expected
payments is being amortized into expense over the average remaining life
expectancy of all participants (approximately 10 years).
The Legacy Value, which equals the accumulated projected benefit obligation, of
the black lung obligations increased to $63 million in 2003 from $60 million in
2002 largely due to the effect of reducing the discount rate by 50 basis points
to 6.25% as of December 31, 2003.
Future cash payments are expected to gradually decline over time as the number
of participants declines through mortality. Future expense levels are also
expected to decline as the remaining value of obligations declines over time.
35
<PAGE>
Withdrawal Liabilities
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from these coal-related plans, the Company must pay the plans a
portion of the underfunded status of the plans, as determined by the plan
agreements and by law. In 2001, the Company recorded estimated withdrawal
liabilities for the multi-employer pension plans of $8.2 million associated with
its planned exit from the coal business. In 2002, the Company increased the
estimated liabilities by $26.8 million to $35.0 million and in 2003, the Company
increased the estimated liabilities by $17.0 million to $52.0 million.
The estimated liabilities increased in each of the last two years because the
unfunded liability of the multi-employer plans increased as of the end of the
last two plan years. The actual withdrawal liability, if any, is subject to
several factors, including the funded status of the plans as of annual
measurement dates (June 30 each year) and the date that the Company is
determined to have completely withdrawn from the plans. Accordingly, the
ultimate obligation could change materially.
The Company expects that within the next three years, it is likely that its
obligations will become fixed. The Company's ultimate liability will be based on
the plans' funded status at the time of deemed withdrawal and the ultimate
liability could be higher or lower than the value recorded at December 31, 2003.
The Company may have the option to pay the withdrawal liability in a lump sum or
over two years with interest charges.
VEBA
The Company has established a VEBA under Internal Revenue Code Section
501(c)(9). In general, a contribution made to the VEBA becomes deductible for
federal income tax purposes in the year in which it is made. Investment earnings
within the VEBA are not subject to federal income tax. Distributions from the
VEBA to pay designated benefits or to reimburse the Company for designated
benefit payments are nontaxable. The Company can determine the timing and size
of any payment from the VEBA to cover expenses of eligible participants.
In the first quarter of 2004, the Company restricted the ability of the VEBA so
that it will be used to pay only benefits related to the Company's
postretirement medical plan. Accordingly, under SFAS No. 106, earnings in the
VEBA will be deemed to be offset against the related expense beginning in 2004.
The Company intends to increase the size of the assets within the VEBA over time
until the level of assets become a significant percentage of the value of the
postretirement medical plan liability. The increase is expected to come from
investment returns and contributions.
The Company has already allocated the VEBA's assets among active investment
managers of equities and fixed income securities. Approximately 70% of the trust
assets are invested in equities, with 30% invested in fixed income securities.
Because the VEBA is being invested in a similar fashion to the Company's primary
U.S. pension plan, the Company has adopted the same expected long-term rate of
return of 8.75% per annum for 2004.
The Company expects to continue to make contributions to the VEBA after taking
into consideration the Company's cash, debt, and tax position and growth needs.
Contributions to the VEBA along with investment earnings amounted to about $18
million through December 31, 2002. The Company contributed $82 million to the
VEBA in 2003 and the VEBA generated $5 million in investment returns, mostly in
the fourth quarter of 2003, leaving a balance of $105 million at December 31,
2003. The Company has not finalized its plans for contributions, if any, in 2004
and beyond.
36
<PAGE>
Discontinued Operations
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------------------------------
<S> <C>
Gain (loss) on sale of
Coal $ - 13.2 (15.9)
Natural Gas 56.2 - -
Timber 4.8 - -
Results from operations
Coal - (28.1) (22.2)
Natural Gas 11.2 9.0 11.3
Timber (0.2) (1.0) (2.7)
Gold (4.1) (7.6) 1.1
Adjustments to contingent liabilities of former operations
Health Benefit Act liabilities (31.3) (24.0) (8.0)
Withdrawal liabilities (17.0) (26.8) (8.2)
Reclamation liabilities (3.2) - -
Recovery of environmental costs 5.3 - -
Other (2.5) - -
- --------------------------------------------------------------------------------------------------------
Pretax gain (loss) on disposals 19.2 (65.3) (44.6)
Income tax benefit (expense) (8.0) 22.0 22.9
- --------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations $ 11.2 (43.3) (21.7)
========================================================================================================
</TABLE>
Gain (loss) on Sale
During 2000, an $85.9 million estimated loss on the sale of the coal business
was recorded, and during 2001 the estimated loss was increased by $15.9 million.
A $13.2 million reversal of the previously estimated loss on sale was recorded
during 2002 to reflect the amount of actual proceeds and values of assets and
liabilities at the dates of sale. The assets disposed of in 2002 primarily
consisted of operations including coal reserves, property, plant and equipment,
the Company's economic interest in Dominion Terminal Associates and inventory.
Certain liabilities, primarily reclamation costs related to properties disposed
of, were assumed by the purchasers.
In August 2003, the Company sold its natural gas business and received $81.2
million in cash and recognized a $56.2 million gain in discontinued operations.
In December 2003, the Company sold a portion of its timber business for $5.4
million in cash and recognized a $4.8 million pretax gain in discontinued
operations. The Company received an additional $31.8 million from escrow in
January 2004 for most of the remaining portion of its timber business. An
additional $1.9 million of cash is being held in escrow until June 2004 pending
the completion of certain remaining title work. The Company paid $6.2 million in
January 2004 to settle operating leases for equipment purchased by the buyer.
The Company expects to recognize approximately $19 million of additional pretax
gains in the first quarter of 2004 and up to a $1.9 million pretax gain in the
second quarter of 2004 in discontinued operations.
In February 2004, the Company sold its gold operations for approximately $1
million in cash and the assumption of liabilities.
37
<PAGE>
Results from Operations
The operating results of the coal, natural gas, timber and gold operations have
been reclassified to discontinued operations for all periods presented.
The results of operations of the former natural gas operations in the eight
months prior to the 2003 sale improved over the full year of 2002 as a result of
higher natural gas prices. The Company recognized impairment losses related to
its gold business of $1.7 million in 2003 and $5.7 million in 2002.
The Company accounted for the disposition of its coal operations under
Accounting Principles Bulletin No. 30, ("APB No. 30") "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions."
Under APB No. 30, estimated losses of the coal operation expected to be incurred
through the end of the disposal period were accrued at the measurement date of
December 31, 2000. Accordingly, operating losses (including significant ongoing
expenses related to Company-sponsored pension and postretirement benefit
obligations and black lung obligations) were recognized within discontinued
operations in different periods than they would have been recorded if coal were
a continuing operation. Total recorded charges for Company-sponsored pension and
postretirement benefit obligations and black lung obligations were approximately
$2 million in 2002 and $53 million in 2001. The year 2001 (which included
expenses expected to be incurred in 2002) included only one year of expenses.
The amount in 2002 represents the difference between the estimated amount of
expenses relating to 2002 that were accrued in 2001 and the amount actually
incurred in 2002. Beginning in January of 2003 expenses related to
Company-sponsored pension, postretirement and black lung obligations are
recorded in continuing operations.
The Company accrued its original estimate of losses during the disposal period
in 2000. The Company increased the estimated operating losses in 2001 by $22.2
million. The $22.2 million increase included the effect of extending the
anticipated period of disposal through the end of 2002, including the accrual of
$53 million of additional postretirement, pension, and black lung benefit
expenses. Also included in the $22.2 million increase was a refund of $23.4
million (including interest) of Federal Black Lung Excise Tax ("FBLET") received
during 2001 and an accrual of $9.5 million for litigation settlements that were
paid during early 2002.
The Company recorded an additional $28.1 million of operating losses during
2002, primarily reflecting worse-than-expected price, volume and costs per ton
of coal as a result of adverse coal market conditions during the year.
Adjustments to Contingent Liabilities of Former Operations
Health Benefit Act Liabilities. The Company has obligations under the Coal
Industry Retiree Health Benefit Act of 1992 (the "Health Benefit Act"), as
described in note 4 to the consolidated financial statements. The Company
recorded additional charges of $31.3 million in 2003, $24.0 million in 2002 and
$8.0 million in 2001 to reflect changes in the estimates of the undiscounted
liability. This liability will be adjusted in future periods as assumptions
change.
The $31.3 million charge in 2003 primarily related to the assumed increase in
the number of unassigned beneficiaries allocated to the Company. The increased
allocation was due to two factors. First, the Company increased its allocation
percentage because of a change in the way the Company interprets the statute
governing the allocation, based on findings of recent court cases. Second, other
coal operations became insolvent during the period, which transferred their
assigned beneficiaries to the unassigned pool and reduced the denominator (the
total assigned pool) in the computation of the allocation percentage, increasing
the Company's allocation assumption.
38
<PAGE>
The $24.0 million charge in 2002 primarily resulted from the Company's being
able to obtain and use Company-specific information regarding the age of the
beneficiaries covered by the Health Benefit Act rather than using averages
relating to the entire population of beneficiaries covered, slightly higher
per-beneficiary health care premiums, and slightly lower mortality than was
estimated at the end of 2001 for the plan year ended September 30, 2002.
The $8.0 million charge in 2001 was primarily the result of a higher number of
assigned beneficiaries as of October 1, 2001 than was estimated at the end of
2000. The Combined Fund premium per beneficiary for the plan year beginning
October 1, 2001 was essentially equal to that estimated at the end of 2000.
Withdrawal Liabilities. The Company participates in the UMWA 1950 and 1974
pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from the plans, the Company must pay the plans a portion of any
underfunded liability of the plans, as determined by the plan agreements. In
2001, the Company recorded estimated withdrawal liabilities for coal-related
multi-employer pension plans of $8.2 million associated with its planned exit
from the coal business. In 2002, the Company increased the estimated liabilities
by $26.8 million to $35.0 million and in 2003, the Company increased the
estimated liabilities by $17.0 million to $52.0 million.
The Company's estimate of the obligation in each year is based on the funded
status of the multi-employer plans for the most recent measurement date. The
increases in the Company's estimated liability in 2002 and 2003 are due to
increases in the UMWA plans' unfunded liabilities. The actual withdrawal
liability, if any, is subject to several factors, including funding and benefit
levels of the plans as of annual measurement dates (June 30 each year) and the
date that the Company is determined to have completely withdrawn from the plans.
Accordingly, the ultimate obligation could change materially.
Other. In the fourth quarter of 2003, the Company and a third party reached an
agreement that establishes the allocation of past costs related to the recovery
of environmental costs, and as a result, recognized a $5.3 million pretax gain.
The matter relates to the remediation of the Company's formerly owned petroleum
terminal facility in Jersey City, New Jersey.
Sale of Other Natural Resources Assets
In October 2003, the Company sold its 23.3% equity interest in MPI Mines Ltd.,
an Australian minerals exploration and development company with interests in
gold and nickel, for $18.8 million in cash and recognized a $10.4 million pretax
gain in continuing operations.
In November 2003, the Company sold substantially all of its remaining
coal-related assets for $14 million in cash plus the assumption of reclamation
and other liabilities for total proceeds of $28.8 million. A gain is expected to
be recognized in 2004 as liabilities related to reclamation are formally
transferred to the buyer.
39
<PAGE>
Other Operating Income, Net
Other operating income, net, is a component of each operating segment's
previously discussed operating profit.
<TABLE>
<CAPTION>
Years Ended December 31, % change
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Gains on sale of operating assets, net $ 6.4 - - NM -
Foreign currency transaction gains, net 3.2 2.0 4.0 60 (50)
Share in earnings of equity affiliates 0.3 1.2 3.4 (75) (65)
Royalty income 1.7 1.3 1.3 31 -
Other 4.0 0.7 3.9 200+ (82)
- ------------------------------------------------------------------------------------------------------------
Total $ 15.6 5.2 12.6 200 (59)
============================================================================================================
</TABLE>
The increase in other operating income in 2003 is primarily attributable to $6.4
million in net gains on the sale of operating assets, including a $5.5 million
gain on the sale of operating assets of Brink's and $2.2 million in gains from
the sale of residual assets of the former coal operations partially offset by
losses on sales of other property and equipment.
Nonoperating Income and Expense
Interest Income
Years Ended December 31, % change
- --------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- --------------------------------------------------------------------------------
Interest income $ 6.2 3.1 4.6 100 (33)
================================================================================
Interest income increased in 2003 as compared to 2002 primarily due to the
interest earned on the VEBA's assets, which had a higher average balance in 2003
as a result of contributions, as well as interest income on receivables related
to the former coal operations. These types of interest income amounts were
classified as discontinued operations in 2002 and 2001.
Interest Expense
Years Ended December 31, % change
- --------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- --------------------------------------------------------------------------------
Interest expense $ 25.4 23.0 32.3 10 (29)
================================================================================
Interest expense increased in 2003 as compared to 2002 primarily due to the
inclusion of interest expense related to Dominion Terminal Associates ("DTA") in
the 2003 period. In conjunction with the disposal of its coal operations, the
Company transferred its interest in the operations of DTA, a coal terminal in
Newport News, Virginia, but retained contingent obligations of related debt.
Since the Company no longer has an interest in DTA, its related $43.2 million
guarantee of the underlying debt was reclassified to long-term debt from
noncurrent liabilities at December 31, 2002. In prior periods, the cost
associated with the bonds was included in discontinued operations. In addition,
2003 interest expense was higher due to the accretion of interest related to
former coal operations' retained leases and advance minimum royalty agreements,
partially offset by a decrease in U.S. borrowings and lower interest rates.
The decrease in 2002 from 2001 was primarily due to lower average borrowings
and interest rates.
40
<PAGE>
Stabilization Act Compensation
Years Ended December 31, % change
- --------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- --------------------------------------------------------------------------------
Stabilization Act compensation $ - 5.9 - NM NM
================================================================================
Stabilization Act compensation of $5.9 million in 2002 represents amounts
received by the Company from the U.S. Government pursuant to the Air
Transportation Safety and System Stabilization Act.
Other Income (expense), Net
<TABLE>
<CAPTION>
Years Ended December 31, % change
- ------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------
<S> <C>
Gain on monetization of coal royalty agreement $ 2.6 - - NM -
Gain (loss) on sale of marketable securities (0.2) 0.8 4.0 NM NM
Discounts and other fees of accounts
receivable securitization program (1.7) (1.6) (4.0) 6 (60)
Other, net 1.6 (4.4) 0.2 NM NM
- ------------------------------------------------------------------------------------------------
Total $ 2.3 (5.2) 0.2 NM NM
================================================================================================
</TABLE>
Discounts and other fees associated with the sale of a revolving interest in
certain of BAX Global's accounts receivable increased slightly in 2003 and
decreased in 2002 from the prior year. The decrease in 2002 is a result of lower
borrowing costs of the conduit that purchases BAX Global's accounts receivable.
The discount on the sale of the receivables is based on the conduit's borrowing
costs.
Minority Interest
Years Ended December 31, % change
- -----------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- -----------------------------------------------------------------------------
Minority Interest $ 9.0 3.3 6.9 173 (52)
=============================================================================
Changes in minority interest in the last three years are primarily due to
variations in the earnings of the Company's partially owned Venezuelan
subsidiary of Brink's. The Venezuelan subsidiary was profitable in 2001,
incurred losses in 2002, and returned to strong profitability in 2003.
41
<PAGE>
Income Taxes
<TABLE>
<CAPTION>
Income tax expense (benefit) Effective tax rate
- ---------------------------------------------------------------------------------------------------------
Years Ended December 31, 2003 2002 2001 2003 2002 2001
- ---------------------------------------------------------------------------------------------------------
<S> <C>
(in millions) (in percentages)
Continuing operations $ 55.7 40.4 25.1 75.4% 36.8% 39.6%
Discontinued operations 8.0 (22.0) (22.9) 41.7% 33.7% 51.3%
=========================================================================================================
</TABLE>
Continuing Operations
The Company's income tax provision in 2003 includes $22.0 million of expense
related to adjustments to valuation allowances for certain state and foreign
deferred tax assets, net of the federal benefit of recording valuation
allowances on state deferred tax assets. The valuation allowances were required
due to the Company's assessment that these assets did not meet the
more-likely-than-not recognition criteria of SFAS No. 109.
The Company's effective tax rate, excluding the valuation allowances, was higher
in 2003 compared to 2002 as a result of adjustments made to the Company's
deferred tax assets and liabilities based on an analysis completed in 2003 and
other adjustments related to the reconciliation of its 2002 tax provision to its
tax returns. In 2003 and 2002, the Company also reversed contingency accruals
due to favorable settlements of issues relating to the Company's U.S. federal
tax returns.
The 2002 effective tax rate was lower than 2001, reflecting the reversal of
certain accruals for U.S. tax contingencies in 2002 based on settlements, and
the tax effects of the required change in the method of accounting for goodwill.
In 2001, the provision for income taxes from continuing operations was greater
than the statutory federal income tax rate of 35% primarily due to the effects
of goodwill amortization, partially offset by lower taxes on foreign income.
As of December 31, 2003, the Company has not recorded U.S. federal deferred
income taxes on $224.3 million of undistributed earnings of its foreign
subsidiaries and equity affiliates. It is expected that these earnings will
either be permanently reinvested in operations outside the U.S. or, if
repatriated, will be substantially offset by tax credits. If the earnings were
remitted to the U.S. and no credits were available, additional U.S. tax expense
of $78.5 million would ultimately be recognized.
Based on the Company's historical and future expected taxable earnings,
management believes it is more likely than not that the Company will realize the
benefit of the deferred tax assets, net of valuation allowances.
Discontinued Operations
Discontinued operations includes the income (loss) before taxes and the related
tax provision or benefit associated with the Company's former coal, natural gas,
timber and gold businesses. The effective tax rate in 2003 was higher than 2002
due to additional accruals made in 2003 for tax contingencies related to the
natural resource business. In addition, tax benefits from percentage depletion
of coal production were reflected in the effective tax rate of discontinued
operations in 2002 and 2001. The amount of percentage depletion was higher in
2001 compared to 2002, which resulted in a higher effective tax benefit rate on
2001's losses compared to 2002.
42
<PAGE>
Foreign Operations
A portion of the Company's financial results is derived from activities in over
100 countries, each with a local currency other than the U.S. dollar. Because
the financial results of the Company are reported in U.S. dollars, they are
affected by changes in the value of various foreign currencies in relation to
the U.S. dollar. Changes in exchange rates may also affect transactions which
are denominated in currencies other than the functional currency. The diversity
of foreign operations helps to mitigate a portion of the impact that foreign
currency fluctuations in any one country may have on the translated results.
The Company, from time to time, uses foreign currency forward contracts to hedge
transactional risks associated with foreign currencies. (See "Market Risk
Exposures" below.)
Brink's Venezuelan subsidiary was considered to be operating in a highly
inflationary country in 2001 and 2002. However, at January 1, 2003, Venezuela
was no longer treated as highly inflationary. The Company estimates that had
Venezuela not been treated as highly inflationary effective January 1, 2002,
revenues in 2002 would have decreased by $1.1 million, operating profit would
have increased by $2.4 million and pretax income would have increased by $1.9
million. It is possible that Venezuela may be considered highly inflationary
again at some time in the future.
The Company is exposed to certain risks when it operates in highly inflationary
economies, including the risk that
o the rate of price increases for services will not keep pace with cost
inflation;
o adverse economic conditions in the highly inflationary country may
discourage business growth which could affect the demand for the Company's
services; and
o the devaluation of the currency may exceed the rate of inflation and
reported U.S dollar revenues and profits may decline.
The Company is also subject to other 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. The future effects, if any, of these risks on the Company cannot be
predicted.
43
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
Overview
Over the last three years, the Company has used the cash it has generated from
operations and the divestiture of natural resources to strengthen its balance
sheet by reducing debt and making contributions to the VEBA and its primary U.S.
pension plan.
Since the beginning of 2001, the Company has reduced debt by over $120 million,
despite the effects of foreign exchange changes on the reported value of
non-U.S. dollar denominated debt and the inclusion of $43.2 million of DTA
obligations as debt. Prior to the end of 2002, DTA obligations were classified
in other long-term liabilities of the Company. In addition to debt reduction,
over the last two years, the Company has contributed $82 million to the VEBA and
$55 million to the U.S. pension plan.
Proceeds of natural resource asset sales have exceeded $185 million in 2002 and
2003. In addition to this benefit, with the sale of the coal business, the
volatility in cash flows caused by the fluctuations in coal markets has been
removed. The Company believes this should make future cash flows more stable as
they will be more aligned with the performance of its three Business and
Security Services businesses.
Summary Cash Flow Information
<TABLE>
<CAPTION>
Years Ended December 31, $ change
- ----------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
Cash flows from operating activities
Continuing operations:
Before changes in operating assets and liabilities $ 264.8 276.6 266.8 $ (11.8) 9.8
Changes in assets and liabilities, including
working capital 16.8 21.1 34.2 (4.3) (13.1)
Discontinued operations:
Natural gas, timber and gold 19.2 10.2 12.2 9.0 (2.0)
Coal - (66.6) 6.9 66.6 (73.5)
- ----------------------------------------------------------------------------------------------------------------
Operating activities 300.8 241.3 320.1 59.5 (78.8)
- ----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Continuing operations:
Proceeds from:
Disposal of former natural resource interests 119.4 42.3 - 77.1 42.3
Notes receivable and settlement of royalty agreement 26.0 - - 26.0 -
- ----------------------------------------------------------------------------------------------------------------
Subtotal of natural resource cash proceeds 145.4 42.3 - 103.1 42.3
Capital and aircraft heavy maintenance expenditures (226.6) (224.4) (201.3) (2.2) (23.1)
Contributions to VEBA (82.0) - - (82.0) -
Other 9.8 4.3 (5.5) 5.5 9.8
Discontinued operations:
Natural gas, timber and gold (8.8) (10.9) (7.2) 2.1 (3.7)
Coal - (19.7) (11.1) 19.7 (8.6)
- ----------------------------------------------------------------------------------------------------------------
Investing activities (162.2) (208.4) (225.1) 46.2 16.7
- ----------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ 138.6 32.9 95.0 $ 105.7 (62.1)
================================================================================================================
</TABLE>
44
<PAGE>
Operating Activities
2003
Cash provided by operating activities was $59.5 million higher in 2003 compared
to 2002 primarily due to outflows in 2002 related to former coal operations
while they were still operating. Cash provided by operating activities was also
higher due to an increase in the amount of cash provided by operating activities
at Brink's and BHS, partially offset by lower amounts provided by BAX Global. In
addition, the Company contributed $15 million more to its pension plan in 2002
than it did in 2003.
Coal-related cash outflows were classified as discontinued operations in the
2002 statements of cash flows, including approximately $60.6 million (before
current tax benefit) related to obligations the Company ultimately retained. In
2003, cash outflows of $59.6 million for these retained obligations are included
in continuing operations. In addition to the payments related to retained
obligations, the Company's former coal operations used cash in 2002 largely due
to the poor performance of its operations in the face of difficult industry
conditions.
2002
Cash provided by operating activities was $78.8 million lower in 2002 than 2001
primarily due to an increase of $75.5 million in cash used by discontinued
operations. In addition, $31.1 million higher income from continuing operations
was more than offset by a $35.1 million contribution to the Company's primary
U.S. pension plan and the lower level of cash provided by working capital
changes. The increase in cash used by the Company's discontinued coal operations
in 2002 was primarily related to higher operating losses resulting from weak
coal market conditions, lower FBLET refunds and the payment of litigation
settlements.
Cash provided by working capital in 2001 reflected lower accounts receivable
levels at BAX Global associated with lower 2001 revenue.
Investing Activities
Proceeds from Disposition of Assets and Investments
Investing activities in 2003 included $119.4 million of cash proceeds from the
2003 sales of the natural resource businesses and equity interests and the
realization in 2003 of $26.0 million of cash related to the monetization of
noncash proceeds from the prior-year sale of the Company's former Virginia coal
operations. Proceeds from dispositions of assets and investments in 2002
included $42.3 million of cash associated with the disposal of a portion of the
Company's former coal operations.
The Company expects to collect up to a total of $33.7 million of cash in 2004
(including $31.8 million collected in January 2004) related to selling the
remainder of its timber business.
45
<PAGE>
Capital and Aircraft Heavy Maintenance Expenditures
<TABLE>
<CAPTION>
Years Ended December 31, $ change
- ------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ------------------------------------------------------------------------------------------------------
<S> <C>
Capital Expenditures
Brink's $ 80.9 79.3 71.3 $ (1.6) (8.0)
BHS 98.0 86.9 81.3 (11.1) (5.6)
BAX Global 23.6 27.1 33.1 3.5 6.0
Corporate and other 0.2 0.1 0.1 (0.1) -
- ------------------------------------------------------------------------------------------------------
Capital expenditures $ 202.7 193.4 185.8 $ (9.3) (7.6)
======================================================================================================
Aircraft heavy maintenance
expenditures $ 23.9 31.0 15.5 $ 7.1 (15.5)
======================================================================================================
</TABLE>
Higher capital expenditures at BHS in both 2003 and 2002 as compared to the
prior-year periods were primarily due to an increase in subscriber
installations. More was spent at Brink's in 2002 over 2001 for armored vehicles,
facilities and information technology. BAX Global reduced capital spending in
the area of information technology in each of the last two years.
Capital expenditures in 2004 are currently expected to range from $210 million
to $230 million, depending on operating results throughout the year. Expected
capital expenditures for 2004 reflect an increase in customer installations at
BHS and information technology spending at Brink's and BAX Global.
Operating performance and cash flows at BAX Global have been reduced over the
last few years by the effects of the soft U.S. economy. Because of this, BAX
Global has delayed capital spending on a few information technology projects for
which it has acquired software and incurred some development costs. These costs,
which have been capitalized, amount to approximately $8 million. BAX Global is
in the process of restarting these projects and expects to complete them. If
these projects were to be abandoned at a later date, any capitalized amounts
would be expensed immediately.
Aircraft heavy maintenance expenditures vary as a result of the amount of flight
time and the timing of regularly scheduled maintenance for airplanes. The
Company expects to spend between $25 million and $35 million on aircraft heavy
maintenance in 2004.
VEBA
The Company made contributions totalling $82 million to the Company's VEBA in
2003. All income from VEBA investments has been retained in the VEBA.
Other Investing Activities
Investing activities in 2003 reflected approximately $13 million of higher
proceeds from the sale of operating assets, primarily at Brink's, offset by
approximately $8 million of cash used for acquisitions, also primarily at
Brink's.
46
<PAGE>
Business Segment Cash Flows
The Company's cash flows before financing activities for each of the operating
segments are presented below.
<TABLE>
<CAPTION>
Years Ended December 31, $ change
- ---------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2003 2002
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Cash flows before financing activities
Continuing operations:
Business and Security Services:
Brink's $ 63.6 57.6 40.7 $ 6.0 16.9
BHS 28.8 26.3 25.8 2.5 0.5
BAX Global 4.0 13.4 32.1 (9.4) (18.7)
- ---------------------------------------------------------------------------------------------------------------
Subtotal of Business and Security Services 96.4 97.3 98.6 (0.9) (1.3)
Corporate and former operations:
Proceeds from sale of natural resource
interests 145.4 42.3 - 103.1 42.3
Contributions to the VEBA (82.0) - - (82.0) -
Contributions to U.S. pension plan (20.0) (35.1) - 15.1 (35.1)
Other, including payments for coal-related
obligations in 2003 (11.6) 15.4 (4.4) (27.0) 19.8
- ---------------------------------------------------------------------------------------------------------------
Subtotal of continuing operations 128.2 119.9 94.2 8.3 25.7
Discontinued operations:
Natural gas, timber and gold 10.4 (0.7) 5.0 11.1 (5.7)
Coal - (86.3) (4.2) 86.3 (82.1)
- ---------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ 138.6 32.9 95.0 $ 105.7 (62.1)
===============================================================================================================
</TABLE>
Overview
Cash flows before financing activities from Business and Security Services were
just under $100 million per year in each of the last three years. Sales of
natural resource interests also provided significant cash during 2003 and 2002.
The Company made voluntary contributions to its VEBA in 2003 and to its U.S.
pension plan in the last two years. Significant cash payments were also made in
the last three years for retained liabilities associated with the former coal
operations. 2002 also had significant cash outflows associated with the final
year of operation of the coal business amid poor market conditions.
Brink's
Cash flows before financing activities at Brink's increased in 2003 due to
higher operating profit, offset by a year-over-year increase in the amount of
cash used for working capital needs and costs to relocate its headquarters. In
addition, $10 million in higher proceeds from the sale of operating assets were
partially offset by $7 million in cash outflows primarily related to a 2003
acquisition in Belgium.
Cash flows before financing activities at Brink's in 2002 were above 2001
primarily due to an increase in cash generated by working capital during 2002
and an improvement in operating performance.
BHS
The slight year-over-year increase in cash flows before financing activities at
BHS in both 2003 and 2002 is primarily due to higher operating results partially
offset by an increase in capital expenditures reflecting growth in installations
of home security systems.
47
<PAGE>
BAX Global
Cash flows before financing activities at BAX Global in 2003 decreased $9.4
million from 2002 reflecting lower operating results in 2003. Partially
offsetting 2003's lower operating results was a reduction in the amount of cash
used to cover working capital needs and lower capital and aircraft heavy
maintenance expenditures.
The decrease in cash flows before financing activities at BAX Global in 2002 as
compared to 2001 is primarily due to $15.5 million of higher aircraft heavy
maintenance expenditures and a decrease in cash provided from changes in working
capital levels, partially offset by improved operating results and lower capital
expenditures. Cash flows before financing for BAX Global in 2001 included $3.9
million of proceeds from the sale of marketable securities.
Corporate and Former Operations
As mentioned above, the Company sold substantially all of its natural resource
interests in 2003 and 2002, and contributed cash to its VEBA and U.S. pension
plan. The increase in other cash outflows for 2003 compared to 2002 reflects
cash spent in 2003 associated with retained liabilities of the former coal
operations (these types of payments were included in discontinued operations in
2002 and 2001).
Discontinued Operations
Higher natural gas prices improved the natural gas business' cash flows in 2003
compared to 2002. Discontinued operations' cash flow before financing activities
for 2002 and 2001 reflected cash spent associated with retained liabilities and
operating losses resulting from weak coal market conditions; spending associated
with retained liabilities was included in continuing operations in 2003.
Discontinued operations' cash flow before financing was lower in 2002 than 2001
primarily due to a larger operating loss resulting from weak coal market
conditions, necessary spending on the development of a deep mine, lower FBLET
refunds and payments of litigation settlements. Discontinued operations' cash
flows before financing in 2001 included $23.4 million of FBLET refunds.
Financing Activities
<TABLE>
<CAPTION>
Summary of Financing Activities Years Ended December 31,
- ----------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001
- ----------------------------------------------------------------------------------------------
<S> <C>
Short-term debt $ (15.1) 9.1 (23.0)
U.S. Revolving Facility (98.1) (7.2) (108.6)
Senior Notes - 20.0 75.0
Other (5.6) (22.2) (44.5)
- ----------------------------------------------------------------------------------------------
Net borrowings (repayments) of debt (118.8) (0.3) (101.1)
Repurchase of stock - (11.1) -
Dividends (5.3) (5.7) (5.8)
Other, net 1.1 0.4 5.2
- ----------------------------------------------------------------------------------------------
Financing Activities $ (123.0) (16.7) (101.7)
==============================================================================================
</TABLE>
The Company's operating liquidity needs are typically financed by short-term
debt, the Company's accounts receivable securitization facility, and the
Company's U.S. Revolving Facility, described below. The Company also borrowed
$20 million during 2002 and $75 million during 2001 under issuances of Senior
Notes to increase the duration of its debt and to take advantage of decreasing
longer-term interest rates.
Under a share repurchase program authorized by the Board, the Company redeemed
all its outstanding shares of Convertible Preferred Stock for $10.8 million in
2002. The Company purchased $0.3 million of its common stock in 2002.
48
<PAGE>
The Company paid quarterly dividends on its common stock at an annual rate of
$0.10 per share in each of the last three years. Dividends paid on common stock
totaled $5.3 million in 2003, $5.2 million in 2002 and $5.1 million in 2001.
Dividends paid on the Convertible Preferred Stock amounted to $0.5 million in
2002 and $0.7 million in 2001.
Future dividends are dependent on the earnings, financial condition, cash flow
and business requirements of the Company, as determined by the Board. In
February 2004, the Board declared a quarterly cash dividend of $0.025 per share
of common stock, payable on March 1, 2004 to shareholders of record on February
17, 2004.
Capitalization
The Company has a combination of debt, off-balance sheet instruments and equity
that capitalizes its operations. As of December 31, 2003, debt as a percentage
of capitalization (total debt and shareholders' equity) was 36% compared to 49%
at December 31, 2002. The decrease was due to $114 million higher equity and $85
million lower debt. Equity increased in 2003 primarily as a result of favorable
currency translation adjustments ($48 million), net income ($29 million) and a
decrease in the minimum pension liability adjustments ($15 million).
Summary of Debt, Equity and Other Liquidity Information
<TABLE>
<CAPTION>
Amount available under
revolving credit facilities Outstanding Balance
- ----------------------------------------------------------------------------------------------------------
December 31, December 31,
(In millions) 2003 2003 2002 $ change (b)
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Debt:
Short-term debt:
Multi-Currency revolving facilities
and uncommitted facilities $ 52.6 $ 35.8 41.8 $ (6.0)
Long-term debt:
U.S. Revolving Facility 239.9 30.9 129.0 (98.1)
Senior Notes 95.0 95.0 -
Dominion Terminal
Associates ("DTA") bonds 43.2 43.2 -
Other 69.6 50.3 19.3
- ----------------------------------------------------------------------------------------------------------
Debt $ 274.5 359.3 $ (84.8)
==========================================================================================================
Shareholders' equity $ 495.6 381.2 $ 114.4
==========================================================================================================
Other Liquidity Information:
Cash and cash equivalents $ 128.7 102.3 $ 26.4
Amount sold under
accounts receivable
securitization facility 77.0 72.0 5.0
Net Debt (a) 145.8 257.0 (111.2)
Net Financings (a) 222.8 329.0 (106.2)
==========================================================================================================
</TABLE>
(a) These are Non-GAAP measures. Net Debt is equal to short-term debt plus the
current and noncurrent portion of long-term debt ("Debt" in the tables),
less cash and cash equivalents. Net Financings are equal to Net Debt plus
the amount sold under the accounts receivable securitization facility. See
reconciliation below.
(b) In addition to cash borrowings and repayments, the change in the debt
balance also includes changes in currency exchange rates and borrowings
under new capital leases.
49
<PAGE>
Reconciliation of Net Debt and Net Financings to GAAP Measures
<TABLE>
<CAPTION>
December 31,
- -------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001 2000 1999
- -------------------------------------------------------------------------------------------------------
<S> <C>
Short-term debt $ 35.8 41.8 27.8 51.0 90.1
Long-term debt 238.7 317.5 270.1 345.8 424.4
DTA bonds - - 43.2 43.2 30.2
- -------------------------------------------------------------------------------------------------------
Debt 274.5 359.3 341.1 444.0 544.7
Less cash and cash equivalents (128.7) (102.3) (86.7) (97.8) (131.2)
- -------------------------------------------------------------------------------------------------------
Net Debt 145.8 257.0 254.4 342.2 413.5
Amounts sold under accounts receivable
securitization facility 77.0 72.0 69.0 85.0 -
- -------------------------------------------------------------------------------------------------------
Net Financings $ 222.8 329.0 323.4 427.2 413.5
=======================================================================================================
</TABLE>
The Company believes the presentation of Net Debt and Net Financings are useful
measures of the Company's financial leverage.
Debt
The Company has an unsecured $350 million U.S. revolving bank credit facility
(the "U.S. Revolving Facility") with a syndicate of banks under which it may
borrow (or otherwise satisfy credit needs) on a revolving basis over a
three-year term ending September 2005. At December 31, 2003, $239.9 million was
available under the U.S. Revolving Facility.
The Company has three unsecured multi-currency revolving bank credit facilities
with a total of $110 million in available credit, of which $52.6 million was
available at December 31, 2003. When rates are favorable, the Company also
borrows from other U.S. banks under short-term uncommitted agreements. Various
foreign subsidiaries maintain other secured and unsecured lines of credit and
overdraft facilities with a number of banks. Amounts borrowed under these
agreements are included in short-term borrowings.
The U.S. Revolving Facility and the multi-currency revolving credit facilities
are also used for the issuance of letters of credit and bank guarantees, in
addition to providing funds for operating purposes.
At December 31, 2003, the Company had $95.0 million of Senior Notes outstanding
that are scheduled to be repaid in 2005 through 2008. The Company has the option
to prepay all or a portion of the Senior Notes prior to maturity with a
prepayment penalty. The Senior Notes are unsecured.
The Company's Brink's, BHS, and BAX Global subsidiaries have guaranteed the U.S.
Revolving Facility and the Senior Notes. The U.S. Revolving Facility, the
agreement under which the Senior Notes were issued and the multi-currency
revolving bank credit facilities each contain various financial and other
covenants. The financial covenants, among other things, limit the Company's
total indebtedness, provide for minimum coverage of interest costs, and require
the Company to maintain a minimum level of net worth. If the Company were not to
comply with the terms of its various loan agreements, the repayment terms could
be accelerated. An acceleration of the repayment terms under one agreement could
trigger the acceleration of the repayment terms under the other loan agreements.
The Company was in compliance with all financial covenants at December 31, 2003.
50
<PAGE>
In September 2003, at the Company's request, the Peninsula Ports Authority of
Virginia issued a new series of bonds to replace the previous bonds related to
Dominion Terminal Associates, a deep water coal terminal in which the Company no
longer has an interest. The Company continues to pay interest on and guarantee
payment of the $43.2 million principal of the new bonds and ultimately will have
to pay for the retirement of the new bonds in accordance with the terms of the
guarantee. The new bonds bear a fixed interest rate of 6.0% (versus a fixed
interest rate of 7.375% for the previous bonds) and mature in 2033. The new
bonds may mature prior to 2033 upon the occurrence of certain specified events
such as the determination that the bonds are taxable or the failure of the
Company to abide by the terms of its guarantee.
The Company believes it has adequate sources of liquidity to meet its near-term
requirements.
Equity
At December 31, 2003, the Company had 100 million shares of common stock
authorized and 54.3 million shares issued and outstanding. The Company has the
authority to issue up to 2.0 million shares of preferred stock, par value $10
per share.
The Company has the authority to repurchase up to 1.0 million shares of common
stock with an aggregate purchase price limitation of $19.1 million. The Company
made no repurchases during 2003.
Off Balance Sheet Arrangements
The Company has various off-balance sheet arrangements that are described in the
notes to the consolidated financial statements. See note 14 for the accounts
receivable securitization program and note 15 for operating leases that have
residual value guarantees or other terms that cause the agreement to be
considered a variable interest. The Company uses these off-balance sheet
arrangements to lower its cost of financings. The Company believes its
off-balance sheet arrangements are an important component of its capital
structure.
51
<PAGE>
Contractual Obligations
The following table includes the contractual obligations of the Company.
<TABLE>
<CAPTION>
Estimated Payments Due by Period
- --------------------------------------------------------------------------------------------------------------
Later
(In millions) 2004 2005 2006 2007 2008 Years Total
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Contractual obligations
Long-term debt obligations (a) $ 7.3 56.1 36.5 27.0 28.7 46.8 202.4
Capital lease obligations (a) 9.9 8.4 5.5 4.2 3.2 5.1 36.3
Operating leases obligations (b) 137.3 95.3 66.4 50.6 39.7 121.5 510.8
Purchase obligations:
ACMI (c) (d) 13.0 - - - - - 13.0
Service contracts (c) 6.5 - - - - - 6.5
Property and equipment 6.9 5.6 - - - - 12.5
Other long-term liabilities reflected on
the Company's balance sheet under GAAP:
Aircraft lease turnback obligations (e) 22.4 29.8 - - - - 52.2
Non-coal related workers compensation
and other claims 28.0 13.9 7.6 5.2 3.3 10.1 68.1
- --------------------------------------------------------------------------------------------------------------
Subtotal 231.3 209.1 116.0 87.0 74.9 183.5 901.8
Legacy liabilities (f) 60.0 63.0 62.0 57.0 57.0 1,383.0 1,682.0
Withdrawal liability from multi-employer
pension plans (g) - - - - - - -
- --------------------------------------------------------------------------------------------------------------
Total $ 291.3 272.1 178.0 144.0 131.9 1,566.5 2,583.8
==============================================================================================================
</TABLE>
(a) Long-term debt and capital lease obligations are reduced when payments of
principal are made. Table excludes interest payments. See note 13 to the
consolidated financial statements.
(b) Payments for operating leases in ongoing businesses are recognized as an
expense in the consolidated statement of operations as incurred. See note 15
to the consolidated financial statements.
(c) Payments made pursuant to these purchase obligations are recognized as an
expense in the consolidated statement of operations as incurred. Purchase
obligations generally specify a minimum amount of service or product to be
consumed by the Company, and the Company currently expects to consume at
least the minimum levels specified in its contracts.
(d) Aircraft, crew, maintenance and insurance agreements. See note 23 to the
consolidated financial statements.
(e) Lease agreements for aircraft generally require payments be made for heavy
maintenance at the end of the lease term.
(f) The projected payments for liabilities related to former coal operations
(legacy liabilities) are discussed in "Results of Operations - Former Coal
and Other Natural Resource Operations". Payments above, which are expected
to be made over the next seventy years, exclude Administration and other
payments.
(g) This table excludes the Company's estimated withdrawal obligations of $52
million from coal-related multi-employer pension plans. The timing and the
actual amount to be paid, if any, will be based on the funded status of the
plans as of the beginning of the plan year that a withdrawal is deemed to
have occurred. It is likely that a withdrawal will be deemed to have
occurred within the next two to three years.
Primary U.S. Pension Plan
The Company maintains a noncontributory defined benefit pension plan covering
substantially all non-union employees in the U.S. who meet certain requirements.
Using actuarial assumptions as of December 31, 2003, this plan had an
accumulated benefit obligation ("ABO") of approximately $586 million and a
projected benefit obligation ("PBO") of $656 million. The ABO is an estimate of
the benefits earned through December 31, 2003. The difference between the ABO
and PBO is essentially the expected changes in the value of the benefits due to
projected increases in compensation of plan participants.
52
<PAGE>
The ABO and PBO are net present values of expected future cash flows discounted
to December 31, 2003 by 6.25%. The Company selects a discount rate for its
pension liabilities after reviewing published long-term yield information for a
small number of high-quality fixed-income securities (Moody's AA bond yields)
and yields for the broader range of long-term high-quality securities.
Accordingly, as market interest rates fluctuate, the net present value of the
Company's obligations will change. The impact of a one percentage point (100
basis point) change in the discount rate used at December 31, 2003 would have
been as follows (decrease)/increase:
Interest Rates
Increased Decreased
(In millions) by 1.0% by 1.0%
- -----------------------------------------------------------------------------
Effect on ABO $ (76) 95
Effect on PBO (90) 115
Effect on estimated 2004 expense (14) 18
The historical and projected benefit payments and expense for the U.S. plan are
set out in the table below. The projected benefits and expense reflect
assumptions used in the valuation at year end 2003. These assumptions are
reviewed annually, and it is likely that they will change in future years.
(In millions) Actual Projected
- --------------------------------------------------------------------------------
Years Ending December 31, 2002 2003 2004 2005 2006
- --------------------------------------------------------------------------------
Benefits (paid from plan trust) $ 21 23 25 27 28
Expense 8 18 31 39 45
The level of expense has increased largely due to the effects of the reduction
in the discount rate used over the last several years and the poor performance
of investment markets from 2000 to 2002. The above expense amounts are charged
to the business segments in approximately the following proportions : Brink's -
55%, BHS - 15%, BAX - 25%, former natural resources businesses - 5%.
At December 31, 2003, the market value of the plan's assets approximated $542
million.
Based on December 31, 2003 data, assumptions and funding regulations, the
Company does not expect to be required to make a contribution to the plan for
the 2004 and 2005 plan years. Under existing regulations, a contribution of over
$40 million could be required for the 2006 plan year but the actual payment
could be delayed until as late as September 2007.
The above estimated contributions are likely to change. Congress is evaluating
changes to the definition of the discount rate to be used for funding
regulations since the discontinuance of the sale of 30-year Treasury bonds has
created distortions in markets. Any change is likely to reduce required
contributions. In addition, actual investment returns and interest rates are
likely to differ from those assumed at December 31, 2003. Further, the Company
may elect to contribute to the plan in 2004, 2005 and/or 2006. Voluntary
contributions have the effect of reducing and potentially delaying later
required contributions. The Company has made voluntary contributions aggregating
$55 million over the last two years.
The pension plan's benefits will be earned and paid out over an extended period
of time. Accordingly, the Company takes a long-term approach to funding levels
and contribution policies. Historically, long-term returns on assets invested
have significantly exceeded the discount rate for pension liabilities so it is
expected that a portion of the future liability will be funded by investment
returns. As a result, the Company's funding target over the medium-term is to
cover the ABO, essentially, the obligations already earned as of a given
measurement date. Under this approach, the plan was 92% funded at December 31,
2003.
53
<PAGE>
Other Potential Use of Credit
Surety Bonds
The Company is required by various state and federal laws to provide security
with regard to its obligations to pay workers' compensation, to reclaim lands
used for mining by the Company's former coal operations and to satisfy other
benefits. As of December 31, 2003, the Company had outstanding surety bonds with
third parties totaling approximately $178 million that it has arranged in order
to satisfy the various security requirements. Most of these bonds provide
financial security for previously recorded liabilities. Because some of the
Company's reclamation obligations have been assumed by purchasers of the
Company's former coal operations, $13 million of the Company's surety bonds are
expected to be replaced by purchasers' surety bonds after the state mining
permits are transferred. Surety bonds are typically renewable on a yearly basis;
however, there can be no assurance the bonds will be renewed or that premiums in
the future will not increase. If the surety bonds are not renewed, the Company
believes that it has adequate available borrowing capacity under its U.S.
Revolving Facility to provide letters of credit or other collateral to secure
its obligations.
Other Contingent Gains and Losses
Federal Black Lung Excise Tax
In 1999, the U.S. District Court of the Eastern District of Virginia entered a
final judgment in favor of certain of the Company's subsidiaries, ruling that
the Federal Black Lung Excise Tax ("FBLET") is unconstitutional as applied to
export coal sales. Through December 31, 2003, the Company has received refunds
including interest of $27.2 million, including $2.8 million received in 2003.
The Company continues to pursue the refund of other FBLET payments. Due to
uncertainty as to the ultimate receipt of additional amounts, if any, which
could amount to as much as $18 million (before income taxes), the Company has
not recorded receivables for additional FBLET refunds.
Litigation
The Company is defending potentially significant civil suits. Although the
Company is defending these cases vigorously and believes that its defenses have
merit, it is possible that one or more of these suits ultimately may be decided
in favor of the plaintiffs. If so, the Company expects that the ultimate amount
of unaccrued losses could range from $0 to $40 million.
Environmental Remediation
The Company has agreed to pay a portion of the remediation costs arising from
hydrocarbon contamination at a formerly owned petroleum terminal facility
("Tankport") in Jersey City, New Jersey, which was sold in 1983. The Company is
in the process of completing remediation of the site under an approved plan. In
the fourth quarter of 2003, the Company and a third party reached an agreement
that establishes the allocation of past costs related to the recovery of
environmental costs, and as a result, the Company recognized a $5.3 million
pretax gain in discontinued operations. The Company estimates its portion of the
remaining clean-up and operational and maintenance costs to be $2.5 million.
Other Coal-related Contingencies
The Company has also recorded estimated liabilities for other contingent
liabilities, including those for Health Benefit Act premiums to the Combined
Fund, expected settlement of coal-related workers' compensation claims and
certain reclamation obligations. Annual actuarial and engineering valuations of
these liabilities are typically completed in the fourth quarter each year. These
are discussed in more detail at "Results of Operations - Retained Liabilities
and Assets of Former Natural Resource Operations - Legacy Liabilities and
Assets."
The Company is in the process of transferring mining permits to buyers of its
former coal interests. Until the permits are transferred, the Company is
contingently liable for the reclamation of these mining sites.
54
<PAGE>
MARKET RISK EXPOSURES
- --------------------------------------------------------------------------------
The Company has activities in more than 100 countries and a number of different
industries. These operations expose the Company to a variety of market risks,
including the effects of changes in interest rates, commodities prices and
foreign currency exchange rates. These financial and commodity exposures are
monitored and managed by the Company as an integral part of its overall risk
management program.
The Company utilizes various derivative and non-derivative financial
instruments, as discussed below, to hedge its interest rate, commodities prices
and foreign currency exposures when appropriate. The risk that counterparties to
these instruments may be unable to perform is minimized by limiting the
counterparties used to major financial institutions with investment grade credit
ratings. The Company does not expect to incur a loss from the failure of any
counterparty to perform under the agreements. The Company does not use
derivative financial instruments for purposes other than hedging underlying
financial or commercial exposures.
The sensitivity analyses discussed below for the market risk exposures were
based on the facts and circumstances in effect at December 31, 2003. Actual
results will be determined by a number of factors that are not under
management's control and could vary materially from those disclosed.
Interest Rate Risk
The Company uses both fixed and floating rate debt and off-balance sheet
instruments to finance its operations. Floating rate obligations, including the
Company's U.S. bank credit facility, the accounts receivable securitization
facility and some of its operating lease facilities, expose the Company to
fluctuations in cash flows due to changes in the general level of interest
rates.
In order to limit the variability of future cash flows, the Company has
converted floating rate cash flows on a portion ($50.0 million effective
December 2003 through August 2005) of its accounts receivable securitization
facility to fixed-rate cash flows by entering into interest rate swap agreements
which involve the exchange of floating rate payments for fixed rate payments.
The fair value liability of these interest swaps at December 31, 2003 was $0.9
million. In addition to the interest rate swaps, the Company also has fixed rate
debt, including the Company's Senior Notes and Dominion Terminal Associates
debt. The fixed rate debt and interest rate swaps are subject to fluctuations in
their fair values as a result of changes in interest rates.
Based on interest rate swaps in effect and the contractual interest and discount
rates on the floating rate debt and the securitization facility, respectively,
at December 31, 2003, a hypothetical 10% increase in these rates would increase
cash outflows by approximately $0.6 million over a twelve-month period (in other
words, the Company's weighted average interest rate on its unhedged floating
rate instruments was 3.99% per annum at December 31, 2003. If that average rate
were to increase by 40 basis points to 4.39%, the cash outflows associated with
these instruments would increase by $0.6 million annually). The effect of a
hypothetical 10% increase in interest rates on the Company's operating lease
facilities would also not have a material effect on the Company's financial
position or results of operations over the next fiscal year. The effect on the
fair value of the interest rate swaps for a hypothetical 10% decrease in the
yield curves from year-end 2003 levels is not material. The effect on the fair
value of the Company's Senior Notes and Dominion Terminal Associates debt for a
hypothetical 10% decrease in the yield curves from year-end 2003 levels would
result in a $4.9 million increase in the fair value of such debt.
55
<PAGE>
Commodities Price Risk
The Company consumes various commodities in the normal course of its business
and, from time to time, utilizes derivative financial instruments to minimize
the variability in forecasted cash flows due to price movements in these
commodities. The derivative contracts are entered into in accordance with
guidelines set forth in the Company's risk management policies.
During 2003, the Company utilized swap contracts to fix a portion of forecasted
jet fuel purchases at specific price levels. In addition, depending on market
conditions, the Company has been able to adjust its pricing through the use of
surcharges on customers to partially offset large increases in the cost of jet
fuel. During 2003, the Company utilized forward sales contracts and option
strategies to hedge the selling price on a portion of its forecasted natural gas
and gold sales. The Company exited the natural gas business in 2003 and the gold
business in early 2004. Following the sale of the gold business, the Company has
no outstanding forward gold sales contracts.
The following table represents the Company's outstanding jet fuel swap contracts
as of December 31, 2003. Amounts presented as the fair value after a
hypothetical 10% change in commodity prices reflect a hypothetical 10% reduction
in the future price of jet fuel.
Estimated Fair
Value of Assets
- ------------------------------------------------------------------------------
Notional With 10%
(In millions, except as noted) Amount Actual Price Decrease
- ------------------------------------------------------------------------------
Jet fuel forward swaps (a) 8.0 0.7 0.1
==============================================================================
(a) Notional amount in millions of gallons of fuel.
Foreign Currency Risk
The Company, primarily through its Brink's and BAX Global operations, has
certain exposures to the effects of foreign currency exchange rate fluctuations
on the results of foreign operations which are reported in U.S. dollars.
The Company is exposed periodically to the foreign currency rate fluctuations
that affect transactions not denominated in the functional currency of domestic
and foreign operations. To mitigate these exposures, the Company, from time to
time, enters into foreign currency forward contracts. The Company does not use
derivative financial instruments to hedge investments in foreign subsidiaries
due to their long-term nature.
The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar
from year-end 2003 levels against all other currencies of countries in which the
Company operates are as follows:
Hypothetical Effects
(In millions) Increase/ (decrease)
- ------------------------------------------------------------------------------
Translation of 2003 earnings into U.S. dollars $ (6.1)
Transactional exposures 2.1
Translation of net assets of foreign subsidiaries (45.1)
==============================================================================
56
<PAGE>
APPLICATION OF CRITICAL ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
The application of accounting principles requires the use of assumptions,
estimates and judgments which are the responsibility of management. Management
makes estimates and judgments based on, among other things, knowledge of
operations, markets, historical trends and likely future changes, similarly
situated businesses and, when appropriate, the opinions of advisors with
knowledge and experience in certain fields. Many assumptions, estimates and
judgments are straightforward; other assumptions are not. Reported results could
have been materially different had the Company used a different set of
assumptions, estimates and judgments for certain accounting principle
applications.
Deferred Tax Assets and Tax Contingencies
It is common for companies to record expenses and accruals before expenses and
costs are paid. In the U.S. and most other countries and tax jurisdictions, many
deductions for tax return purposes cannot be taken until the expenses are paid.
Similarly, certain tax credits and tax loss carryforwards cannot be used until
future periods when sufficient taxable income is generated. In these
circumstances, under GAAP, companies accrue for the tax benefit expected to be
received in future years if, in the judgment of management, it is "more likely
than not" that the company will receive the tax benefits. These benefits
(deferred tax assets) are often offset, in whole or in part, by the effects of
deferred tax liabilities which relate primarily to deductions available for tax
return purposes under existing tax laws and regulations before expenses are
reported as expenses under GAAP.
As of December 31, 2003, the Company has $347.8 million of net deferred tax
assets on its consolidated balance sheet. For more details associated with this
net balance, see note 18 to the accompanying consolidated financial statements.
Since there is no absolute assurance that these assets will be ultimately
realized, management annually reviews the Company's deferred tax positions to
determine if it is more likely than not that the assets will be realized.
Periodic reviews include, among other things, the nature and amount of the tax
income and expense items, the expected timing when certain assets will be used
or liabilities will be required to be reported and the reliability of historical
profitability of businesses expected to provide future earnings. Furthermore,
management considers tax-planning strategies it can use to increase the
likelihood that the tax assets will be realized. These strategies are also
considered in the periodic reviews. If after conducting the periodic review,
management determines that the realization of the tax asset does not meet the
"more-likely-than-not" criteria, an offsetting valuation allowance is recorded
thereby reducing net earnings and the deferred tax asset in that period. For
these reasons and since changes in estimates can materially affect net earnings,
management believes the accounting estimate related to deferred tax asset
valuation reserves is a "critical accounting estimate."
Approximately 85% of the deferred tax assets before valuation allowance at
December 31, 2003 relates to the U.S. federal tax jurisdiction. Due to its
expectation that the historical profitability of the Company's U.S. portion of
the Business and Security Services operations will continue and the lengthy
period over which certain of the recorded expenses will become available for
deduction on tax returns, management has concluded that it is more likely than
not that these net deferred tax assets will be realized. The Company's
expectation of future profitability in the U.S. includes a projected improvement
in the U.S. operations of BAX Global even though losses have been recorded in
the last several years. The Company projects BAX Global's results in the U.S.
will improve materially as the U.S. economy strengthens and the demand for
expedited freight grows. The Company's expectations for future profitability
within the U.S. also include the benefit of the elimination of losses from the
former coal operations.
57
<PAGE>
For U.S. state jurisdictions and non-U.S. jurisdictions, the Company has
evaluated its ability to fully utilize the net deferred tax assets on an
individual jurisdiction basis. Due to a recent history of losses in certain
jurisdictions and doubts about whether future operating performance will be
sufficiently profitable to realize deferred tax assets, the Company has recorded
a $38.5 million valuation allowance at December 31, 2003, including $27.9
million recorded in 2003.
Should tax statutes, the timing of deductibility of expenses, or expectations
for future performance change, the Company could decide to revise its valuation
allowances, which would increase or decrease tax expense, possibly materially.
Goodwill and Property and Equipment Valuations
At December 31, 2003, the Company has $873 million of property and equipment and
$244 million of goodwill, net of accumulated depreciation and amortization. The
Company reviews the assets for possible impairment using the guidance in SFAS
No. 142, "Goodwill and Other Intangible Assets," for goodwill and SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets," for property
and equipment and other long-lived assets. The review for impairment requires
the use of significant judgments about the future performance of the Company's
operating subsidiaries.
Goodwill is reviewed for impairment at least annually. The Company estimates the
fair value of Brink's and BAX Global, the two reporting units that have
goodwill, primarily using estimates of future cash flows. The fair value of the
reporting unit is compared to its carrying value to determine if an impairment
exists. At December 31, 2003, net goodwill was $78 million at Brink's and $166
million at BAX Global.
To determine if an impairment exists related to property and equipment, the
Company compares estimates of the future undiscounted net cash flows of the
asset to its carrying value when there is a triggering event for a review. For
purposes of assessing impairment, assets are grouped at the lowest level for
which there are identifiable cash flows that are largely independent of the cash
flows of other groups of assets.
Due to a history of profitability and cash flow, the carrying values of
long-lived assets of Brink's are believed to be appropriate.
Each quarter, when BHS customers disconnect their monitoring service, BHS
records an impairment charge related to the carrying value of the related home
security systems estimated to be permanently disconnected based on historical
reconnection experience. BHS makes estimates about future reconnection
experience in its estimate of impairment charges. Future reconnection experience
is estimated using historical data. Should the estimate of future reconnection
experience change, BHS's impairment charges would be affected.
BAX Global had a profit in 2003 and 2002 and a loss in 2001. Changes to the
Company's operations, resources used, and cost structure in 2000 reduced the
level of fixed costs in the Intra-America network. In management's opinion, the
changes implemented at BAX Global and a return to more normal levels of global
economic performance will result in substantial improvement in operating
performance and cash flow over time. Based on this judgment, the Company
prepared multi-year projections of cash flows for BAX Global, which it used in
the impairment analysis for goodwill and long-lived assets. This analysis did
not indicate an impairment in goodwill or long-lived assets.
58
<PAGE>
If actual cash flows are significantly lower than projected cash flows, future
impairment tests may result in an impairment of a portion or all of BAX Global's
goodwill ($166 million at December 31, 2003).
Withdrawal Liabilities
The Company has recorded a $52.0 million estimate for probable withdrawal
obligations from two coal-related multi-employer pension plans. The liability,
an estimate of the Company's share of any unfunded liability of the plans, is
developed using the formulas designated by plan documents and by law. The
Company's actual withdrawal liability, if any, will depend on the funded status
of the multi-employer pension plans at the time that the Company actually
withdraws from the plans. A withdrawal from the plans is triggered by the
elimination of or a significant reduction in the hours worked by employees
working under UMWA labor agreements.
The estimated withdrawal liabilities at December 31, 2003 are based on the
funded status of the plans as of June 30, 2003, the most recent plan measurement
date. The estimate may change materially each year until the Company actually
withdraws from the plans. Changes in this estimate are recorded in discontinued
operations.
Employee and Retiree Benefit Obligations
The Company provides its employees and retirees benefits arising from both
Company-sponsored plans (e.g. defined benefit pension plans) and statutory
requirements (e.g. medical benefits for otherwise ineligible former employees
and nonemployees under the Health Benefit Act). Certain of these benefit
obligations require payments to be made by the Company or by trusts funded by
the Company over long periods of time.
The primary benefits which require cash payments over an extended period of
years are:
o Defined Benefit Pension obligation
o Postretirement Medical obligation
o Health Benefit Act premiums to the Combined Fund
o Black Lung obligation
As is normal for these benefits, cash payments will be made for periods ranging
from the current year to over seventy years from now for certain benefits. The
amount of the cash payments and related expenses will be affected over time by
inflation, investment returns and market interest rates, changes in the numbers
of plan participants and changes in the benefit obligations and/or laws and
regulations covering the benefit obligations.
GAAP requires that the Company reevaluate all significant benefit obligations at
least annually, and as a result of these reevaluations, the Company records
increases or decreases in liabilities and associated expenses over time as
required under GAAP.
Below are the critical assumptions that determine the carrying values of
liabilities and the resulting annual expense. The plans that are affected by the
assumptions discussed are identified parenthetically in the relevant title.
59
<PAGE>
Discount Rate (Pension Plans, Postretirement Medical Benefits Under
Company-Sponsored Plans and "Black Lung" Benefits)
The discount rate is used to determine the present value of future payments.
This rate reflects returns expected from high-quality bonds and will fluctuate
over time with market interest rates. In general, the Company's liability
changes in an inverse relationship to interest rates, i.e. the lower the
discount rate, the higher the associated liability for the noted benefit
obligations.
The Company selects a discount rate for its pension liabilities after reviewing
published long-term yield information for a small number of high-quality
fixed-income securities (Moody's AA bond yields) and yields for the broader
range of long-term high-quality securities. After considering these factors, the
Company selected a discount rate of 6.25% for the valuation as of December 2003.
A year ago when market interest rates were higher, the discount rate was 6.75%.
Valuations of plan obligations at each year end and calculations of net periodic
expenses for the following year can be materially changed based on the level of
market rates and the resulting discount rate chosen.
Below are tables reflecting changes in liability values as of December 31, 2003
and estimated expenses for 2004 based on 100 basis point differences in the
discount rate.
Plan Obligations at December 31, 2003
<TABLE>
<CAPTION>
Hypothetical Actual Hypothetical
(In millions) 5.25% 6.25% 7.25%
- --------------------------------------------------------------------------------------------
<S> <C>
Primary U.S. pension plan:
ABO $ 681 586 510
PBO 771 656 566
Coal-related postretirement medical:
Before Medicare Reform Act 640 572 512
After Medicare Reform Act 588 526 471
Black Lung obligations 68 63 58
============================================================================================
</TABLE>
Projected 2004 Expense
<TABLE>
<CAPTION>
Hypothetical Actual Hypothetical
(In millions) 5.25% 6.25% 7.25%
- --------------------------------------------------------------------------------------------
<S> <C>
Primary U.S. pension plan $ 49 31 17
Coal-related Postretirement Medical:
Before Medicare Reform Act 46 43 41
After Medicare Reform Act 40 37 35
Black Lung obligations 6 6 6
- --------------------------------------------------------------------------------------------
</TABLE>
Under government regulations, funding requirements for the Company's primary
U.S. pension plan are determined using a different set of assumptions than is
used for financial accounting purposes. Near-term funding requirements would,
therefore, not be affected unless interest rates declined sharply.
60
<PAGE>
Return on Assets (Pension Plan)
The Company's primary U.S. defined benefit pension plan had assets at December
31, 2003 of approximately $542 million. This pension plan's assets are invested
primarily using actively managed accounts with asset allocation targets of 47.5%
domestic equities and 22.5% international equities, which include a broad array
of market cap sizes and investment styles, and 30% fixed income securities. The
Company's policy does not permit certain investments, including investments in
The Brink's Company common stock, unless part of a commingled fund, or
derivative instruments unless used for hedging purposes. Fixed-income
investments must have an investment grade rating at the time of purchase. The
plan rebalances its assets on a quarterly basis if actual allocations of assets
exceed predetermined limits. Among other factors, the performance of asset
groups and investment managers will affect the long-term rate of return.
Pension accounting principles require companies to use estimates of expected
asset returns over long periods of time. The Company selects the expected
long-term rate of return assumption using advice from its investment advisor and
its actuary considering the plan's asset allocation targets and expected overall
investment manager performance and a review of its most recent ten-year
historical average compounded rate of return. After following the above process,
the Company selected 8.75% as its expected long-term rate of return as of
December 31, 2003 and 2002.
It is unlikely that in any given year the actual rate of return will be the same
as the assumed long-term rate of return. In general, if actual returns exceed
the expected long-term rate of return, future levels of expense will go down and
vice-versa. Over the last ten years, the annual returns of the Company's primary
pension plan have fluctuated from a high of a 28% gain (2003) to a low of a 9%
loss (2002) and averaged 10% over the period. During that time period there were
six years in which returns exceeded the assumed long-term rate of return and
four years, including the three years ended December 31, 2002, with returns
below the assumed long-term rate of return.
If the Company were to use a different long-term rate of return assumption, it
would affect annual pension expense but would have no immediate effect on
funding requirements. For every hypothetical change of 100 basis points in the
assumed long-term rate of return on plan assets, the Company's U.S. annual
pension plan expense in 2003 would increase or decrease by approximately $5
million before tax.
The reduction (or "credit") to pension expense associated with the assumed
investment return fluctuates based on the level of plan assets (over time, the
higher the level of assets, the higher the credit and vice versa) and the
assumed rate of return (the higher the rate, the higher the credit and vice
versa). Plan assets for the Company's U.S. defined benefit plan increased by
approximately $111 million in 2003; $24 million since December 31, 2000 as a
result of losses in 2001 and 2002.
The Company calculates expected investment returns by applying the expected
long-term rate of return to the market-related value of plan assets. The
market-related value of the plan assets is different from the actual or
fair-market value of the assets. The actual or fair-market value is the value of
the assets at a point in time that are available to make payments to pensioners
and to cover any transaction costs. The market-related value recognizes changes
in fair-value on a straight-line basis over five years. This spreading reduces
the effects of year-over-year volatility in the financial markets.
The Company had significant investment losses in the three years ending December
31, 2002 that have not yet fully affected pension expense. The Company expects
its pension expense will increase in the next several years because of the
amortization of the net investment losses. This will be partially offset by the
return earned in 2003.
61
<PAGE>
Inflation Assumptions on Salary Levels (Pension Plan) and Medical Inflation
(Postretirement Medical Benefits, Health Benefit Act Medical Benefits)
Pension expense and liabilities will vary with the expected rate of salary
increases - the higher or lower the annual increase, the higher or lower the
liability and expense. The Company expects its salary increase assumption to
remain at or about 5%, assuming current rates of inflation.
Changes in medical inflation will affect liability and expense amounts
differently for the three plans noted. There is a direct link between medical
inflation and expected spending for postretirement medical benefits under the
Company-sponsored plan for 2004 and for later years. Future cash payments
associated with the Health Benefit Act will reflect only a portion of the effect
of medical inflation as a result of statutory limitations on premium growth.
For the retiree medical plan the Company assumed inflation rates of 9% for 2004,
and expects these rates will decline to 5% by 2009 for the Company-sponsored
plans. The average annual increase in the plan for the last three years has been
below 9%. Health Benefit Act liabilities were assumed to have a 4.5% inflation
rate. The average annual premium increases over the last three years have been
below 4.5%. Because of the volatility of medical inflation it is likely that
there will be future adjustments, although the direction and extent of these
adjustments cannot be predicted at the present time.
Numbers of Participants (All Plans)
The valuations of all of these benefit plans are affected by the life expectancy
of the participants. Accordingly, the Company relies on actuarial information to
predict the number and life expectancy of participants. Further, due to the
complexity of the contractual relationship with the UMWA for postretirement
medical benefits and the application of regulations associated with the Health
Benefit Act, the Company's related liability and expense has and will continue
to fluctuate as mortality rates change, as new participants are made known to
the Company and as the Company and others investigate the application of the
regulations. As a result, the Company's liabilities under its plans will vary as
the expected number and life expectancy of participants change.
Changes in Laws
The Company's valuations of its liabilities are determined under existing laws
and regulations. Changes in laws and regulations which affect the ultimate level
of liabilities and expense are reflected once the changes are final and their
impact can be reasonably estimated. Recent changes in laws that provide
government subsidies for amounts paid for pharmaceuticals for Medicare-eligible
medical plan participants are expected to reduce the Company's liability.
Changes in black lung regulations in 2000 could increase the Company's total
liability. Changes in laws directed at changing the funding available for
medical benefits related to nonemployee beneficiaries under the Health Benefit
Act could significantly reduce the Company's ultimate liability for certain
postretirement medical benefits.
Workers' Compensation
Besides the effects of changes in medical costs, workers' compensation costs are
affected by the severity and types of injuries, changes in state regulations and
their application and the quality of programs which assist an employee's return
to work. The Company's liability for future payments for workers' compensation
claims is evaluated annually with the assistance of its actuary.
62
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------------------------------------------------------
In January 2003, the FASB issued FASB Interpretation No. 46 (revised December
2003, "FIN 46R"), "Consolidation of Variable Interest Entities", which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity through a means other than voting rights and accordingly
should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities", which was issued in January 2003.
The Company will be required to apply FIN 46R to variable interests in variable
interest entities ("VIEs") after December 31, 2003.
The Company is evaluating the impact of applying FIN 46R to existing VIEs in
which it has variable interests and has not yet completed this analysis. As the
Company continues to evaluate the impact of applying FIN 46R, additional
entities may be identified that would need to be consolidated by the Company.
The implementation of this new standard is not expected to have a material
effect on the Company's results of operations or financial position.
In December 2003, the FASB issued SFAS No. 132R, "Employers' Disclosure about
Pensions and Other Postretirement Benefits." SFAS No. 132R requires additional
disclosures about defined benefit pension plans and other postretirement benefit
plans; it does not change the way liabilities are valued and expenses are
calculated for those plans. The standard requires, among other things,
additional disclosures about the assets held in employer sponsored pension
plans, disclosures relating to plan asset investment policy and practices,
disclosure of expected contributions to be made to the plans and expected
benefit payments to be made by the plans. Disclosures applicable to the
Company's U.S. pension and retirement plans are required to be made in the
Company's consolidated financial statements for the year ended December 31,
2003. Disclosures relating to the Company's non-U.S. plans will be required for
the year ending December 31, 2004. See note 4 to the consolidated financial
statements for the required disclosures.
Forward-Looking Information
- --------------------------------------------------------------------------------
Certain of the matters discussed herein, including statements regarding the
expectation of significant ongoing expenses and cash outflows related to former
coal operations, operational efficiencies, economic condition and the movement
of certain coal-related expenses to continuing operations being indicators of
future performance, the recordation of future gains and impairment charges, the
reversal of valuation reserves, the anticipated decline of expenses and payments
related to the former coal business, increases in pension and health care
expense, the benefits to Brink's European operating results in the first half of
2004 of management changes and workforce reductions, the impact of the national
"Do Not Call" list on BHS, the impact that the refusal of police departments to
respond to calls from alarm companies without visual verification would have on
BHS' results of operations, the duration of the shift from expedited to deferred
delivery, possible increases in the absolute weight of expedited freight in an
improving economy, the continuing effects of the weak European economy on BAX
Global's performance, expected tax receivables from Virginia, projected payments
and expenses related to legacy liabilities of former coal operations, expected
coal-related tax benefits, the estimated payout period for annual Combined Fund
premiums, the timing of and liability for withdrawal from coal-related
multi-employer pension plans, the classification of expenses related to the
former natural resources businesses in 2004 and beyond, the expectation that the
Company will recognize additional pre-tax gains in discontinued operations in
the first and second quarters of 2004, the expected recognition of a gain in
2004 as reclamation related liabilities are transferred to the buyer of the West
Virginia coal properties, expected costs associated with compliance with Section
404 of the Sarbanes-Oxley Act of 2002, the possibility that Venezuela may be
considered highly inflationary again, the impact of the disposal of the coal
business on the volatility of cash flow, expected payments in 2004 related to
the transfer of the timber business, capital expenditures in 2004, the
completion of IT projects at BAX Global, expenditures for aircraft heavy
maintenance in 2004, estimated contractual obligations for the next five and
later years, the adequacy of sources of liquidity to meet the Company's near
term requirements, the use of earnings from foreign subsidiaries and equity
affiliates, possible pension plan funding, the replacement of some of the
Company's surety bonds due to the assumption of various reclamation obligations
by purchasers of the
63
<PAGE>
Company's former coal operations, the ability of the Company to provide letters
of credit or other collateral to replace any surety bonds that are not renewed
in the future, future contributions to and use of the VEBA, the amount and
timing of additional FBLET refunds, if any, the outcome of pending litigation,
estimated remaining clean-up, operational and maintenance costs for the Tankport
matter, estimates for coal-related contingent liabilities, the likelihood of
losses due to non-performance by parties to hedging instruments, the expectation
that the Company will realize the benefit of net deferred tax assets,
improvements in the results, operating performance and cash outflows of BAX
Global as global economies strengthen and the demand for expedited freight grows
and the possible impairment of goodwill if BAX Global's projections are
incorrect, expected increase in the pension plan investment credit, the
Company's salary increase assumption, changes in the assumed level of inflation
for a number of the Company's benefit plans and the impact of recent changes in
law on the Company's liabilities, involve forward-looking information which is
subject to known and unknown risks, uncertainties, and contingencies which could
cause actual results, performance or achievements, to differ materially from
those which are anticipated.
Such risks, uncertainties and contingencies, many of which are beyond the
control of the Company, include, but are not limited to, the timing of the
pass-through of costs by third parties and governmental authorities relating to
the disposal of the coal assets, retirement decisions by mine workers, black
lung claims incidence, the number of dependents of mine workers for whom
benefits are provided, actual medical and legal expenses related to benefits,
the funding and benefit levels of multi-employer plans and pension plans,
changes in inflation rates and interest rates, acquisitions and dispositions
made by the Company in the future, the completion and processing of permit
replacement documentation and the ability of the purchasers of coal assets to
post the required bonds, the return to profitability of operations in
jurisdictions where the Company has recorded valuation adjustments, the ability
of Brink's management to effectively address economic and other pressures in
Europe, costs associated with Brink's workforce reductions, the number of
participants on the "Do Not Call" list, BHS' ability to market through channels
other than outbound telemarketing, the ability of the home security industry to
dissuade law enforcement and municipalities from refusing to respond to alarms,
the willingness of BHS' customers to pay for private response personnel or other
alternatives to police responses to alarms, the ability of businesses to satisfy
their obligations through the use of deferred delivery, BAX Global's ability to
manage costs, the release of the remaining escrowed timber purchase price, the
amount of work performed by third parties in connection with the Company's
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, the demand for
capital by the Company in the U.S. and the availability of such capital,
significant changes in the utilization of leased or owned aircraft, the
unanticipated need for significant liquidity, the ability and willingness of the
Company's lenders to provide liquidity, the cash, debt, and tax position and
growth needs of the Company, the funding of and accounting for the VEBA,
positions taken by governmental authorities with respect to claims for FBLET
refunds and Virginia tax receivables, discovery of new facts relating to civil
suits, the addition of claims or changes in damages sought by adverse parties,
changes in the scope or method of remediation or monitoring of the Tankport
property, the nature of the Company's hedging relationships, the deferral of air
freight in the U.S., the financial performance of the Company, overall economic
and business conditions, foreign currency exchange rates, the impact of
continuing initiatives to control costs and increase profitability, pricing and
other competitive industry factors, fuel prices, new government regulations,
legislative initiatives, judicial decisions, variations in costs or expenses and
the ability of counterparties to perform.
64
<PAGE>
STATEMENT OF MANAGEMENT RESPONSIBILITY
- --------------------------------------------------------------------------------
The management of The Brink's Company (the "Company") is responsible for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity. The statements were prepared in accordance with
accounting principles generally accepted in the United States of America.
Management has also prepared the other information in the annual report and is
responsible for its accuracy.
In meeting our responsibility for the integrity of the consolidated financial
statements, we maintain a system of internal controls designed to provide
reasonable assurance that assets are safeguarded, that transactions are executed
in accordance with management's authorization and that the accounting records
provide a reliable basis for the preparation of the consolidated financial
statements. Qualified personnel throughout the organization maintain and monitor
these internal controls on an ongoing basis. In addition, the Company maintains
an internal audit department that systematically reviews and reports on the
adequacy and effectiveness of the controls, with management follow-up as
appropriate.
Management has also established a formal Business Code of Ethics for all
employees including its financial executives. We acknowledge our responsibility
to establish and preserve an environment in which all employees properly
understand the fundamental importance of high ethical standards in the conduct
of our business.
The Company's consolidated financial statements have been audited by KPMG LLP,
independent auditors.
The Company's Board of Directors pursues its oversight role with respect to the
Company's consolidated financial statements through the Audit and Ethics
Committee, which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and enable us to meet our responsibility for the integrity of the
Company's consolidated financial statements.
65
<PAGE>
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
The Brink's Company
We have audited the accompanying consolidated balance sheets of The Brink's
Company and subsidiaries (the "Company") as of December 31, 2003 and 2002, and
the related consolidated statements of operations, comprehensive income (loss),
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2003. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Brink's Company
and subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in note 1 to the consolidated financial statements, effective
January 1, 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
/s/ KPMG LLP
KPMG LLP
Richmond, Virginia
February 4, 2004
66
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
(In millions, except per share amounts) 2003 2002
- -----------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 128.7 102.3
Accounts receivable, (net of estimated uncollectible
amounts: 2003 - $27.6; 2002 - $35.5) 580.3 540.0
Prepaid expenses and other current assets 59.8 58.4
Deferred income taxes 91.7 81.3
- -----------------------------------------------------------------------------------------------------
Total current assets 860.5 782.0
Property and equipment, net 873.2 871.2
Goodwill, net 244.1 227.9
Investments held by Voluntary Employees' Beneficiary Association trust 105.2 18.2
Deferred income taxes 282.7 349.3
Other 182.9 211.3
- -----------------------------------------------------------------------------------------------------
Total assets $ 2,548.6 2,459.9
=====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 35.8 41.8
Current maturities of long-term debt 17.2 13.3
Accounts payable 286.9 261.9
Accrued liabilities 504.2 476.3
- -----------------------------------------------------------------------------------------------------
Total current liabilities 844.1 793.3
Long-term debt 221.5 304.2
Accrued pension costs 86.6 122.6
Postretirement benefits other than pensions 504.2 471.7
Deferred revenue 130.7 127.0
Deferred income taxes 26.5 28.4
Other 239.4 231.5
- -----------------------------------------------------------------------------------------------------
Total liabilities 2,053.0 2,078.7
Commitments and contingent liabilities
(notes 4, 6, 13, 14, 15, 18 and 23)
Shareholders' equity:
Common stock, par value $1 per share:
Authorized: 100.0 shares
Issued and outstanding: 54.3 shares 54.3 54.3
Capital in excess of par value 383.0 383.0
Retained earnings 237.2 213.1
Employee benefits trust, at market value (14.0) (33.0)
Accumulated other comprehensive income (loss):
Minimum pension liabilities (122.1) (137.2)
Foreign currency translation (45.6) (93.5)
Unrealized gains (losses) on cash flow hedges 0.1 (5.2)
Unrealized gains (losses) on marketable securities 2.7 (0.3)
- -----------------------------------------------------------------------------------------------------
Accumulated other comprehensive loss (164.9) (236.2)
- -----------------------------------------------------------------------------------------------------
Total shareholders' equity 495.6 381.2
- -----------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 2,548.6 2,459.9
=====================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
67
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Operations
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
- ------------------------------------------------------------------------------------------------------------
(In millions, except per share amounts) 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues $ 3,998.6 3,733.8 3,584.0
Expenses:
Operating expenses 3,404.2 3,136.1 3,047.3
Selling, general and administrative expenses 520.6 470.6 451.5
- ------------------------------------------------------------------------------------------------------------
Total expenses 3,924.8 3,606.7 3,498.8
Gain on sale of equity interest 10.4 - -
Other operating income, net 15.6 5.2 12.6
- ------------------------------------------------------------------------------------------------------------
Operating profit 99.8 132.3 97.8
Interest income 6.2 3.1 4.6
Interest expense (25.4) (23.0) (32.3)
Stabilization Act compensation - 5.9 -
Other income (expense), net 2.3 (5.2) 0.2
Minority interest (9.0) (3.3) (6.9)
- ------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes 73.9 109.8 63.4
Provision for income taxes 55.7 40.4 25.1
- ------------------------------------------------------------------------------------------------------------
Income from continuing operations 18.2 69.4 38.3
- ------------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations
(Years ended December 31, 2002 and 2001 include certain
retained expenses of $2 million and $53 million, respectively,
of former coal operations which, beginning in 2003, are recorded
in continuing operations. See note 6.) 11.2 (43.3) (21.7)
- ------------------------------------------------------------------------------------------------------------
Net income $ 29.4 26.1 16.6
============================================================================================================
Net income (loss) per common share
Basic:
Continuing operations $ 0.34 1.31 0.74
Discontinued operations 0.21 (0.83) 0.43)
- ------------------------------------------------------------------------------------------------------------
$ 0.55 0.48 0.31
- ------------------------------------------------------------------------------------------------------------
Diluted:
Continuing operations $ 0.34 1.30 0.73
Discontinued operations 0.21 (0.82) (0.42)
- ------------------------------------------------------------------------------------------------------------
$ 0.55 0.48 0.31
============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
68
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
- -------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Net income $ 29.4 26.1 16.6
Other comprehensive income (loss):
Minimum pension liability adjustments:
Adjustment to minimum pension liability 27.1 (210.8) (9.9)
Tax benefit (expense) related to minimum pension
liability adjustment (12.0) 80.1 3.4
- -------------------------------------------------------------------------------------------------------------
Minimum pension liability adjustments, net of tax 15.1 (130.7) (6.5)
- -------------------------------------------------------------------------------------------------------------
Foreign currency:
Translation adjustments 47.0 8.1 (28.4)
Reclassification adjustment for losses included in net income 0.9 - 0.5
- -------------------------------------------------------------------------------------------------------------
Foreign currency translation adjustments 47.9 8.1 (27.9)
- -------------------------------------------------------------------------------------------------------------
Cash flow hedges:
Unrealized net gains (losses) on cash flow hedges 2.4 (4.2) 2.4
Tax benefit (expense) related to unrealized net gains (losses)
on cash flow hedges (0.7) 1.3 (1.0)
Reclassification adjustment for net losses
realized in net income 5.2 3.5 3.9
Tax benefit related to net losses
realized in net income (1.6) (1.1) (1.4)
- -------------------------------------------------------------------------------------------------------------
Unrealized net gains (losses) on cash flow hedges, net of tax 5.3 (0.5) 3.9
- -------------------------------------------------------------------------------------------------------------
Marketable securities:
Unrealized net gains on marketable securities 4.4 0.6 3.5
Tax expense related to unrealized net gains on
marketable securities (1.5) (0.2) (1.2)
Reclassification adjustment for net losses (gains)
realized in net income 0.2 (0.8) (4.0)
Tax expense (benefit) related to net losses (gains)
realized in net income (0.1) 0.2 1.4
- -------------------------------------------------------------------------------------------------------------
Unrealized net gains (losses) on marketable securities,
net of tax 3.0 (0.2) (0.3)
- -------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) 71.3 (123.3) (30.8)
- -------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) $ 100.7 (97.2) (14.2)
=============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
69
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Shareholders' Equity
- --------------------------------------------------------------------------------
Years Ended December 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>
Capital Accumulated
in Excess Employee Other
Preferred Common of Par Retained Benefits Comprehensive
(In millions) Stock Stock Value Earnings Trust Loss Total
- ---------------------------------------------------------------------------------------------------------------
<S> <C>
Balance as of December 31, 2000 $ 0.2 51.8 348.8 182.6 (25.5) (82.1) 475.8
Net income - - - 16.6 - - 16.6
Other comprehensive loss - - - - - (30.8) (30.8)
Dividends:
Common stock ($0.10 per share) - - - (5.1) - - (5.1)
Preferred stock ($31.25 per share) - - - (0.7) - - (0.7)
Employee benefits trust:
Shares issued to trust - 2.5 51.6 - (54.1) - -
Remeasurement - - 2.4 - (2.4) - -
Shares used for employee benefit
programs - - (2.7) - 23.1 - 20.4
Tax benefit of stock options exercised - - 0.1 - - - 0.1
Other - - (0.1) (0.1) - - (0.2)
- ---------------------------------------------------------------------------------------------------------------
Balance as of December 31, 2001 0.2 54.3 400.1 193.3 (58.9) (112.9) 476.1
Net income - - - 26.1 - - 26.1
Other comprehensive loss - - - - - (123.3) (123.3)
Dividends:
Common stock ($0.10 per share) - - - (5.2) - - (5.2)
Preferred stock ($31.25 per share) - - - (0.5) - - (0.5)
Repurchase shares of:
Common stock - - (0.3) - - - (0.3)
Preferred stock (0.2) - (10.0) (0.6) - - (10.8)
Employee benefits trust:
Remeasurement - - (5.3) - 5.3 - -
Shares used for employee benefit
programs - - (1.7) - 20.6 - 18.9
Tax benefit of stock options exercised - - 0.2 - - - 0.2
- ---------------------------------------------------------------------------------------------------------------
Balance as of December 31, 2002 - 54.3 383.0 213.1 (33.0) (236.2) 381.2
Net income - - - 29.4 - - 29.4
Other comprehensive income - - - - - 71.3 71.3
Common stock dividends ($0.10 per share) - - - (5.3) - - (5.3)
Employee benefits trust:
Remeasurement - - (0.1) - 0.1 - -
Shares used for employee benefit
programs - - (0.1) - 18.9 - 18.8
Tax benefit of stock options exercised - - 0.2 - - - 0.2
- ---------------------------------------------------------------------------------------------------------------
Balance as of December 31, 2003 $ - 54.3 383.0 237.2 (14.0) (164.9) 495.6
===============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
70
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
- --------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Cash flows from operating activities:
Net income $ 29.4 26.1 16.6
Adjustments to reconcile net income to net cash provided by
operating activities:
(Income) loss from discontinued operations, net of tax (11.2) 43.3 21.7
Depreciation and amortization 168.0 149.9 156.2
Impairment charges from subscriber disconnects 34.3 32.3 33.8
Amortization of deferred revenue (25.0) (23.9) (23.9)
Impairment of other long-lived assets 1.3 15.8 1.4
Aircraft heavy maintenance expense 21.3 30.6 32.4
Deferred income taxes 30.2 (0.5) (5.8)
Provision (credit) for uncollectible accounts receivable (1.1) 3.2 11.9
Other operating, net 3.5 22.9 13.1
Postretirement benefit funding (more) less than expense:
Pension 4.6 (23.8) 8.5
Other than pension 9.5 0.7 0.9
Change in operating assets and liabilities, net of effects
of acquisitions:
Accounts receivable 12.5 (14.6) 41.9
Accounts payable and accrued liabilities (6.8) 19.1 (23.4)
Deferred subscriber acquisition cost (18.4) (17.7) (14.9)
Deferred revenue from new subscribers 28.2 27.1 27.0
Other, net 1.3 7.2 3.6
Discontinued operations, net 19.2 (56.4) 19.1
- --------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 300.8 241.3 320.1
- --------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (202.7) (193.4) (185.8)
Aircraft heavy maintenance expenditures (23.9) (31.0) (15.5)
Cash proceeds from:
Disposal of former natural resource interests 119.4 42.3 -
Monetization of notes receivable and royalty agreement
related to sale of former coal operations 26.0 - -
Disposal of other property and equipment 18.7 5.3 1.9
Disposal of other assets and investments - - 7.3
Acquisitions (8.1) (0.1) (8.4)
Contributions to Voluntary Employees' Beneficiary Association trust (82.0) - -
Other, net (0.8) (0.9) (6.3)
Discontinued operations, net (8.8) (30.6) (18.3)
- --------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (162.2) (208.4) (225.1)
- --------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term debt:
Additions 81.7 294.7 107.7
Repayments (185.4) (304.1) (185.8)
Short-term borrowings (repayments), net (15.1) 9.1 (23.0)
Repurchase of stock - (11.1) -
Dividends (5.3) (5.7) (5.8)
Other, net 1.1 0.4 5.2
- --------------------------------------------------------------------------------------------------------------
Net cash used by financing activities (123.0) (16.7) (101.7)
- ---------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 10.8 (0.6) (4.4)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 26.4 15.6 (11.1)
Cash and cash equivalents at beginning of year 102.3 86.7 97.8
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 128.7 102.3 86.7
==============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
71
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Basis of Presentation
The Brink's Company (along with its subsidiaries, the "Company") has three
operating segments within its "Business and Security Services" businesses:
o Brink's, Incorporated ("Brink's")
o Brink's Home Security, Inc. ("BHS")
o BAX Global Inc. ("BAX Global")
The Company has significant liabilities associated with its former coal
operations and expects to have significant ongoing expenses and cash outflows
related to former coal operations. At December 31, 2003, the Company had
approximately $105 million of assets held by a Voluntary Employees' Beneficiary
Association trust ("VEBA") available to pay a portion of these liabilities.
During 2003 and 2002, the Company sold essentially all of its natural resource
businesses and interests, and the results of these operations have been
reclassified to discontinued operations.
In May 2003, the Company's shareholders approved a proposal to change the
Company's name to "The Brink's Company." The Company's shares now trade on the
New York Stock Exchange under the symbol "BCO." The Company's shares previously
traded on the New York Stock Exchange under the symbol "PZB."
Principles of Consolidation
The consolidated financial statements include the accounts of The Brink's
Company and the subsidiaries it controls, including all subsidiaries that are
majority owned. The Company's interest in 20% to 50% owned companies are
accounted for using the equity method ("equity affiliates"), unless control
exists, in which case consolidation accounting is used. Control is determined
based on ownership rights or, when applicable, based on whether the Company is
considered the primary beneficiary of a variable interest entity. Undistributed
earnings of equity affiliates included in consolidated retained earnings
approximated $33 million at December 31, 2003. All material intercompany items
and transactions have been eliminated in consolidation.
Revenue Recognition
Brink's - Revenue is recognized when services are performed. Services related to
armored car transportation, ATM servicing, cash logistics and coin sorting and
wrapping are performed in accordance with the terms of customer contracts, which
contract prices are fixed and determinable. Brink's assesses the customer's
ability to meet the terms of the contract, including payment terms, before
entering into contracts.
BHS - Monitoring revenues are recognized monthly as services are provided
pursuant to the terms of customer contracts, which contract prices are fixed and
determinable. BHS assesses the customer's ability to meet the terms of the
contract, including payment terms, before entering into contracts. Amounts
collected in advance from customers for monitoring and related services are
deferred and recognized as income over the applicable monitoring period, which
is generally one year or less. Nonrefundable installation revenues and a portion
of the related direct costs of acquiring new subscribers (primarily sales
commissions) are deferred and recognized over the estimated term of the
subscriber relationship, which is generally 15 years. When an installation is
identified for disconnection, any unamortized deferred revenues and deferred
costs related to that installation are recognized at that time.
72
<PAGE>
BAX Global - Revenues related to transportation services are recognized,
together with related variable transportation costs, on the date shipments
depart from facilities en route to destination locations. BAX Global and its
customer agree to the terms of the shipment, including pricing, prior to
shipment. Pricing terms are fixed and determinable, and BAX Global only agrees
to shipments when it believes that collectibility is reasonably assured.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear
interest. The allowance for doubtful accounts is the Company's best estimate of
the amount of probable credit losses in the Company's existing accounts
receivable. The Company determines the allowance based on historical write-off
experience by industry and customer specific data. The Company reviews its
allowance for doubtful accounts quarterly. Account balances are charged off
against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. The Company has an accounts
receivable securitization program (described in note 14), which is accounted for
as a sale under Statement of Financial Accounting Standards ("SFAS") No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities."
Property and Equipment
Property and equipment is accounted for at cost. Depreciation is calculated
principally on the straight-line method. Amortization of capitalized software is
calculated principally on the straight-line method.
Estimated Useful Lives Years
- --------------------------------------------------------------------
Buildings 10 to 40
Building leasehold improvements 1 to 25
Home security systems 15
Vehicles 3 to 12
Aircraft and related assets 1 to 5
Other machinery and equipment 3 to 20
Machinery and equipment leasehold improvements 1 to 10
Capitalized software 3 to 7
====================================================================
Expenditures for routine maintenance and repairs on property and equipment,
including aircraft, are charged to expense. Major renewals, betterments and
modifications are capitalized and amortized over the lesser of the remaining
life of the asset or, if applicable, lease term. Scheduled airframe and periodic
engine overhaul costs are capitalized when incurred and amortized over the
flying time to the next scheduled maintenance date.
73
<PAGE>
BHS retains ownership of most home security systems installed at subscriber
locations. Costs for those systems are capitalized and depreciated over the
estimated lives of the assets. Costs capitalized as part of home security
systems include equipment and materials used in the installation process, direct
labor required to install the equipment at customer sites, and other costs
associated with the installation process. These other costs include the cost of
vehicles used for installation purposes and the portion of telecommunication,
facilities and administrative costs incurred primarily at BHS' branches that are
associated with the installation process. In 2003, direct labor and other costs
represented approximately 71% of the amounts capitalized, while equipment and
materials represented approximately 29% of amounts capitalized. In addition to
regular straight-line depreciation expense each period, the Company charges to
expense the carrying value of security systems estimated to be permanently
disconnected based on each period's actual disconnects and historical
reconnection experience.
The costs of computer software developed or obtained for internal use are
accounted for in accordance with AICPA Statement of Position ("SOP") No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." SOP No. 98-1 requires that certain costs related to the
development or purchase of internal-use software be capitalized and amortized
over the estimated useful life of the software. Costs that are capitalized
include external direct costs of materials and services to develop or obtain the
software, and internal costs for employees directly associated with a software
development project, including compensation and employee benefits. Amortization
of capitalized software costs was $20.2 million in 2003, $19.8 million in 2002
and $15.1 million in 2001.
Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value
of tangible and identifiable intangible net assets of businesses acquired. Prior
to the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" in
January 2002, goodwill was amortized over the estimated period of benefit on a
straight-line basis up to a maximum of 40 years. Since the adoption of SFAS No.
142, amortization of goodwill has been discontinued; goodwill amortization in
2001 was approximately $9.5 million.
A reconciliation of net income and net income per share for the year ended
December 31, 2001 as reported in the consolidated statements of operations, to
net income and net income per share, as adjusted to exclude goodwill
amortization expense (net of tax effects), is presented below:
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions, except per share amounts) 2003 2002 2001
- -----------------------------------------------------------------------------------------------
<S> <C>
Reported net income $ 29.4 26.1 16.6
Goodwill amortization, net of tax effects - - 8.3
- -----------------------------------------------------------------------------------------------
Net income as adjusted $ 29.4 26.1 24.9
===============================================================================================
Reported diluted net income per share $ 0.55 0.48 0.31
Goodwill amortization, net of tax effects - - 0.16
- -----------------------------------------------------------------------------------------------
Diluted net income per share as adjusted $ 0.55 0.48 0.47
===============================================================================================
</TABLE>
Impairment of Long-Lived Assets
In 2002, the Company adopted SFAS No. 142 as its accounting policy to review and
account for goodwill. In 2002, the Company also adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" as its policy
to review and account for the impairment of long-lived assets other than
goodwill, including property and equipment and certain other noncurrent assets.
Prior to the adoption of SFAS Nos. 142 and 144, long-lived assets were reviewed
for impairment under the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of."
74
<PAGE>
Under SFAS No. 142, goodwill acquired in a purchase business combination and
determined to have an indefinite useful life is not amortized, but instead is
tested for impairment at least annually. The Company completed goodwill
impairment tests during 2002 and 2003 with no impairment charges required. The
Company based its estimate of fair value during the 2003 annual impairment
review of goodwill at BAX Global on discounted projections of BAX Global's
future cash flows. If actual cash flows are significantly lower than projected
cash flows, future impairment tests may result in an impairment of a portion or
all of BAX Global's goodwill ($166 million at December 31, 2003).
Long-lived assets besides goodwill are reviewed for impairment when
circumstances indicate the carrying value of an asset may not be recoverable.
For long-lived assets other than goodwill that are to be held and used, an
impairment is recognized when the estimated total undiscounted cash flow
associated with the asset or group of assets is less than carrying value. If
impairment exists, an adjustment is made to write the asset down to its fair
value, and a loss is recorded as the difference between the carrying value and
fair value. Assets held for sale are carried at the lower of carrying value or
fair value less cost to sell. Fair values are determined based on quoted market
values, discounted cash flows or internal and external appraisals, as
applicable. See note 9.
Investments Held by VEBA Trust
The Company has a VEBA designed to tax efficiently fund certain retiree medical
liabilities, primarily for retired coal miners and their dependents. The Company
may not use the VEBA's assets for other corporate purposes. Through December 31,
2003, the Company accounted for the investments held by its VEBA as marketable
securities in accordance with SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." Investments held by the VEBA were classified as
available-for-sale and reported at fair value. Unrealized gains and losses were
recognized in other comprehensive income (loss) and realized gains and losses
were recognized in earnings. Realized gains and losses were computed based on
the average cost method.
Subsequent to December 31, 2003, the Company restricted the use of the VEBA's
assets to be available only to pay for coal-related postretirement benefits
other than pensions. The Company accounts for these benefits under SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions." The
Company will begin reflecting the VEBA as a plan asset, as required by SFAS No.
106, in its 2004 consolidated financial statements.
Equity-Based Compensation
The Company accounts for its equity-based compensation plans using the intrinsic
value method prescribed in Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees" and related interpretations.
Accordingly, since options are granted with an exercise price equal to the
market price of the stock on the date of grant, the Company has not recognized
any compensation expense related to its stock option plans. See note 16.
75
<PAGE>
Had compensation costs for the Company's stock option plans been determined
based on the fair value of awards at the grant dates consistent with the
optional recognition provision of SFAS No. 123, "Accounting for Stock Based
Compensation," net income and net income per share would have been the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions, except per share amounts) 2003 2002 2001
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Net income
As reported $ 29.4 26.1 16.6
Less equity-based compensation expense determined
under fair value method, net of related tax effects (4.7) (4.4) (5.0)
- -------------------------------------------------------------------------------------------------------------
Pro forma $ 24.7 21.7 11.6
=============================================================================================================
Net income per share
Basic, as reported $ 0.55 0.48 0.31
Basic, pro forma 0.47 0.40 0.21
Diluted, as reported $ 0.55 0.48 0.31
Diluted, pro forma 0.46 0.39 0.21
=============================================================================================================
</TABLE>
The fair value of each stock option grant is estimated at the time of the grant
using the Black-Scholes option-pricing model. Pro forma net income and net
income per share disclosures are computed by amortizing the estimated fair value
of the grants over vesting periods.
The assumptions used and the resulting weighted-average grant-date estimates of
fair value for options granted are as follows:
Years Ended December 31,
2003 2002 2001
- --------------------------------------------------------------------------------
Options granted
In millions 0.6 1.0 1.2
Weighted-average exercise price $ 15.24 21.50 21.03
Assumptions
Expected dividend yield 0.5% 0.5% 0.5%
Expected volatility 37% 37% 38%
Risk-free interest rate 2.3% 3.7% 4.8%
Expected term (in years) 4.0 4.0 4.6
Fair value estimates
In millions $ 3.0 6.6 9.6
Per share $ 4.69 6.97 8.10
================================================================================
76
<PAGE>
Postretirement Benefits Other Than Pensions
Postretirement benefits other than pensions, except for those established
pursuant to the Coal Industry Retiree Health Benefit Act of 1992 (the "Health
Benefit Act"), are accounted for in accordance with SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," which requires
employers to accrue the cost of retirement benefits during the employees'
service with the Company. Actuarial gains and losses are deferred. The portion
of the deferred gains or losses that exceeds 10% of the accumulated
postretirement benefit obligation at the beginning of the year is amortized into
earnings generally over the average remaining life expectancy for inactive
participants. Postretirement benefit obligations established by the Health
Benefit Act are recorded as a liability when they are probable and estimable in
accordance with Emerging Issues Task Force ("EITF") No. 92-13, "Accounting for
Estimated Payments in Connection with the Coal Industry Retiree Health Benefit
Act of 1992."
Income Taxes
Deferred tax assets and liabilities are recorded to recognize the expected
future tax benefits or costs of events that have been reported in different
years for financial statement purposes than tax purposes. Deferred tax assets
and liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which these items are expected to reverse.
Foreign Currency Translation
The Company's consolidated financial statements are reported in U.S. dollars. A
substantial amount of the Company's business is transacted in other currencies
due to the large number of countries in which the Company operates. In addition,
the Company's foreign subsidiaries maintain their records primarily in the
currency of the country within which they operate. Accordingly, income, expense
and balance sheet values must be translated into U.S. dollars. The value of
assets and liabilities of foreign subsidiaries are translated into U.S. dollars
using rates of exchange at the balance sheet date and resulting cumulative
translation adjustments are recorded as a separate component of accumulated
other comprehensive loss. Revenues and expenses are translated at rates of
exchange in effect during the year. Transaction gains and losses and translation
adjustments relating to subsidiaries in countries with highly inflationary
economies are included in net income.
Derivative Instruments and Hedging Activities
All derivative instruments are recorded in the consolidated balance sheet at
fair value. If the derivative has been designated as a cash flow hedge, changes
in the fair value are recognized in other comprehensive income (loss) until the
hedged transaction is recognized in earnings.
Former Coal Operations
The following accounting policies of the Company's former coal operations were
in effect through December 2002, at which point the Company completed its exit
of the coal business.
Revenue Recognition
Coal sales were generally recognized when coal was loaded onto transportation
vehicles for shipment to customers. For domestic sales, this generally occurred
when coal was loaded onto railcars at mine locations. For export sales, this
generally occurred when coal was loaded onto marine vessels at terminal
facilities. Coal sales are included as a component of the Company's income
(loss) from discontinued operations.
Property, Plant and Equipment
Depletion of bituminous coal lands was provided on the basis of tonnage mined in
relation to the estimated total of recoverable tonnage in the ground and are
included as a component of the Company's income (loss) from discontinued
operations.
77
<PAGE>
Mine development costs were capitalized and amortized over the estimated useful
life of the mine. These costs included expenses incurred for site preparation
and development at the mines during the development stage. A mine was considered
under development until management determined that all planned production units
were in place and the mine was available for commercial operation and the mining
of coal. The amortization is included as a component of the Company's income
(loss) from discontinued operations.
Reclamation Costs
In 2003, the Company accounted for its remaining reclamation liabilities under
SFAS No. 143, "Accounting for Asset Retirement Obligations." Prior to this,
expenditures relating to environmental regulatory requirements and reclamation
costs undertaken during mine operations were expensed as incurred. Estimated
site restoration and post closure reclamation costs were expensed using the
units of production method over the estimated recoverable tonnage at each mine.
In each case, these charges were included as a component of the income (loss)
from discontinued operations in the Company's consolidated statements of
operations. Accrued reclamation costs are subject to review by management on a
regular basis and are revised when appropriate for changes in future estimated
costs and/or regulatory requirements. Any revisions result in the recording of a
charge or benefit. Accrued reclamation costs for mines are included in either
current or noncurrent liabilities in the Company's consolidated balance sheets.
Inventories
Inventories were stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever was lower.
Use of Estimates
In accordance with accounting principles generally accepted in the U.S.,
management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements. Actual results could differ materially from those estimates. The
most significant estimates used by management are related to goodwill and
long-lived assets, heavy maintenance expense, pension and other postretirement
benefit obligations, withdrawal liability from United Mine Workers of America
pension plans, and deferred tax assets.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current
year's financial statement presentation.
Recent Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46 (revised December
2003, "FIN 46R"), "Consolidation of Variable Interest Entities", which addresses
how a business enterprise should evaluate whether it has a controlling financial
interest in an entity through a means other than voting rights and accordingly
should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities", which was issued in January 2003.
The Company will be required to apply FIN 46R to variable interests in variable
interest entities ("VIEs") after December 31, 2003.
The Company is evaluating the impact of applying FIN 46R to existing VIEs in
which it has variable interests and has not yet completed this analysis. As the
Company continues to evaluate the impact of applying FIN 46R, additional
entities may be identified that would need to be consolidated by the Company.
The implementation of this new standard is not expected to have a material
effect on the Company's results of operations or financial position.
78
<PAGE>
In December 2003, the FASB issued SFAS No. 132R, "Employers' Disclosure about
Pensions and Other Postretirement Benefits." SFAS No. 132R requires additional
disclosures about defined benefit pension plans and other postretirement benefit
plans; it does not change the way liabilities are valued and expenses are
calculated for those plans. The standard requires, among other things,
additional disclosures about the assets held in employer sponsored pension
plans, disclosures relating to plan asset investment policy and practices,
disclosure of expected contributions to be made to the plans and expected
benefit payments to be made by the plans. Disclosures applicable to the
Company's U.S. pension and retirement plans are required to be made in the
Company's consolidated financial statements for the year ended December 31,
2003. Disclosures relating to the Company's non-U.S. plans will be required for
the year ending December 31, 2004. See note 4 to the consolidated financial
statements for the required disclosures.
NOTE 2 - SEGMENT INFORMATION
- --------------------------------------------------------------------------------
The Company conducts business in three different operating segments: Brink's,
BHS, and BAX Global (collectively "Business and Security Services"). These
reportable segments are identified by the Company based on how resources are
allocated and how operating decisions are made. Management evaluates performance
and allocates resources based on operating profit or loss excluding corporate
allocations.
Brink's offers services globally including armored car transportation, automated
teller machine ("ATM") replenishment and servicing, currency and deposit
processing including its "Cash Logistics" operations, coin sorting and wrapping,
arranging the secure air transportation of valuables ("Global Services") and the
deploying and servicing of safes and safe control devices, including its
patented CompuSafe(R) service. Brink's operates in approximately 50 countries.
BHS offers monitored security services in North America primarily for
owner-occupied, single-family residences. To a lesser extent, BHS offers
security services for commercial properties. BHS typically installs and owns the
on-site security systems, and charges fees to monitor and service the systems.
BAX Global provides transportation and supply chain management services on a
global basis, specializing in the heavy freight market for business-to-business
shipping. In North America, BAX Global provides overnight, second day and
deferred freight delivery as well as supply chain management services.
Internationally, BAX Global provides air and ocean delivery services, freight
forwarding services, supply chain management services and international customs
brokerage services. BAX Global has approximately 100 stations in the U.S., 160
stations in international locations and has agency agreements with approximately
240 agent locations.
79
<PAGE>
The Company has no single customer that represents more than 10% of its total
revenue.
<TABLE>
<CAPTION>
Assets Revenues Operating Profit (Loss)
- --------------------------------------------------------------------------------------------------------------
December 31, Years Ended December 31, Years Ended December 31,
(In millions) 2003 2002 2001 2003 2002 2001 2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Business Segments
Brink's $ 945.2 842.8 801.7 $ 1,689.0 1,579.9 1,536.3 $ 112.5 96.1 92.0
BHS 410.9 387.5 322.9 310.4 282.4 257.6 71.2 60.9 54.9
BAX Global 763.1 741.6 696.8 1,999.2 1,871.5 1,790.1 3.0 17.6 (27.6)
- --------------------------------------------------------------------------------------------------------------
Business and
Security Services 2,119.2 1,971.9 1,821.4 3,998.6 3,733.8 3,584.0 186.7 174.6 119.3
Former operations:
Net deferred tax
assets 228.0 238.7 244.4 - - - - - -
Other (a) 50.4 158.3 223.6 - - - (69.5) (19.2) -
Gain on sale of
equity interest - - - - - - 10.4 - -
Corporate:
VEBA 105.2 18.2 16.6 - - - - - -
Other (b) 45.8 72.8 117.2 - - - (27.8) (23.1) (21.5)
- --------------------------------------------------------------------------------------------------------------
$ 2,548.6 2,459.9 2,423.2 $ 3,998.6 3,733.8 3,584.0 $ 99.8 132.3 97.8
==============================================================================================================
</TABLE>
(a) Former coal operations operating loss in 2003 represents ongoing expenses
of former coal operations; these types of expenses were classified as
discontinued operations in 2002 and 2001. Operating loss in 2002 represents
impairment and other charges.
(b) Includes $87 million of prepaid pension assets in 2001.
<TABLE>
<CAPTION>
Capital Expenditures Depreciation and Amortization
- ------------------------------------------------------------------------------------------------------------
Years Ended December 31, Years Ended December 31,
(In millions) 2003 2002 2001 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Business Segments
Brink's $ 80.9 79.3 71.3 $ 70.6 61.3 60.1
BHS 98.0 86.9 81.3 40.1 37.3 31.0
BAX Global (a) 23.6 27.1 33.1 47.0 44.4 49.4
Corporate 0.2 0.1 0.1 2.5 0.3 0.4
- ------------------------------------------------------------------------------------------------------------
Property and equipment 202.7 193.4 185.8 160.2 143.3 140.9
Amortization of BHS deferred subscriber
acquisition costs - - - 7.8 6.6 5.8
Goodwill amortization:
Brink's - - - - - 2.1
BAX Global - - - - - 7.4
- ------------------------------------------------------------------------------------------------------------
- - - - - 9.5
- ------------------------------------------------------------------------------------------------------------
$ 202.7 193.4 185.8 $ 168.0 149.9 156.2
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes aircraft heavy maintenance expenditures and amortization.
80
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31
- ------------------------------------------------------------------------------------------------------------
(In millions) 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Other BHS Information
Impairment charges from subscriber disconnects $ 34.3 32.3 33.8
Amortization of deferred revenue (25.0) (23.9) (23.9)
Deferred subscriber acquisition costs (current year payments) (18.4) (17.7) (14.9)
Deferred revenue from new subscribers (current year receipts) 28.2 27.1 27.0
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Long-Lived Assets Revenues Operating Profit (Loss)
- -----------------------------------------------------------------------------------------------------------------
December 31, Years Ended December 31, Years Ended December 31,
(In millions) 2003 2002 2001 2003 2002 2001 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Geographic
International:
Operations:
France $ 156.4 134.7 102.7 $ 420.7 376.7 327.0 $ 21.6 21.3 25.3
Other 278.8 241.3 248.3 1,741.6 1,546.8 1,472.6 88.5 78.7 63.8
Gain on sale of
equity interest - - - - - - 10.4 - -
- -----------------------------------------------------------------------------------------------------------------
Subtotal 435.2 376.0 351.0 2,162.3 1,923.5 1,799.6 120.5 100.0 89.1
- -----------------------------------------------------------------------------------------------------------------
United States:
Operations 767.9 751.2 743.0 1,836.3 1,810.3 1,784.4 76.6 74.6 30.2
Former operations 6.4 53.6 133.0 - - - (69.5) (19.2) -
Corporate 0.7 0.8 1.1 - - - (27.8) (23.1) (21.5)
- -----------------------------------------------------------------------------------------------------------------
Subtotal 775.0 805.6 877.1 1,836.3 1,810.3 1,784.7 (20.7) 32.3 8.7
- -----------------------------------------------------------------------------------------------------------------
$ 1,210.2 1,181.6 1,228.1 $ 3,998.6 3,733.8 3,584.0 $ 99.8 132.3 97.8
=================================================================================================================
</TABLE>
Revenues are recorded in the country where the service is initiated/performed
with the exception of most of BAX Global's export freight service where revenue
is shared among the origin and destination countries. The Company's net assets
in non-U.S. subsidiaries were $472.4 million at December 31, 2003 and $377.8
million at December 31, 2002.
<TABLE>
<CAPTION>
December 31,
(In millions) 2003 2002 2001
- -----------------------------------------------------------------------------------------------------
<S> <C>
Investments in unconsolidated equity affiliates
Brink's $ 23.1 23.8 26.0
Other 6.9 11.7 10.6
- -----------------------------------------------------------------------------------------------------
$ 30.0 35.5 36.6
=====================================================================================================
Share of earnings of unconsolidated equity affiliates
Brink's $ 1.6 1.3 5.5
Other (1.3) (0.1) (2.1)
- -----------------------------------------------------------------------------------------------------
$ 0.3 1.2 3.4
=====================================================================================================
</TABLE>
81
<PAGE>
NOTE 3 - EARNINGS PER SHARE
- --------------------------------------------------------------------------------
The following is a reconciliation between the calculations of basic and diluted
income from continuing operations per common share:
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Numerator
Income from continuing operations $ 18.2 69.4 38.3
Preferred stock dividends (a) - (0.5) (0.7)
Premium on repurchase of preferred stock (a) - (0.6) -
- ------------------------------------------------------------------------------------------------------------
Numerator for basic and diluted income per share from continuing operations $ 18.2 68.3 37.6
============================================================================================================
Denominator
Basic weighted average common shares outstanding 53.1 52.1 51.2
Effect of dilutive stock options 0.1 0.3 0.2
- ------------------------------------------------------------------------------------------------------------
Diluted weighted average common shares outstanding 53.2 52.4 51.4
============================================================================================================
Antidilutive stock options excluded from computation 3.1 1.2 2.0
============================================================================================================
</TABLE>
(a) See "Series C Convertible Preferred Stock" in note 17.
Unallocated shares of the Company's common stock held by The Brink's Company
Employee Benefits Trust (the "Trust") are treated as treasury shares for
earnings per share purposes. Accordingly, these shares are excluded from
earnings per share calculations. The number of shares held by the Trust at year
end were 0.6 million shares in 2003, 1.8 million shares in 2002 and 2.7 million
shares in 2001.
NOTE 4 - EMPLOYEE AND RETIREE BENEFITS
- --------------------------------------------------------------------------------
The employee benefit plans and other liabilities described below cover employees
and retirees of both the Company's continuing operating units and former coal
operations. Accordingly, a portion of these benefit expenses have been included
in the results of discontinued operations for the years presented. The
measurement date for all plans is December 31.
Pension Plans
The Company has noncontributory defined benefit pension plans covering
substantially all U.S. non-union employees who meet certain minimum
requirements. The Company also has other contributory and noncontributory
defined benefit plans for eligible non-U.S. employees. Benefits under most of
the plans are based on salary (including commissions, bonuses, overtime and
premium pay) and years of service. The Company's policy is to fund at least the
minimum actuarially determined amounts required by applicable regulations.
82
<PAGE>
The weighted average assumptions used in determining the net pension cost and
benefit obligations for the Company's pension plans were as follows:
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
2003 2002 2001 2003 2002 2001
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Discount rate:
Pension cost 6.75% 7.25% 7.50% 5.86% 6.51% 6.68%
Benefit obligation at year end 6.25% 6.75% 7.25% 5.55% 5.86% 6.51%
Expected long-term rate of return on assets -
Pension cost 8.75% 10.00% 10.00% 6.74% 7.78% 8.33%
Average rate of increase in salaries (a):
Pension cost 5.04% 5.04% 5.03% 3.40% 3.61% 3.67%
Benefit obligation at year end 5.03% 5.04% 5.04% 3.09% 3.40% 3.61%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Salary scale assumptions are determined through historical experience and
vary by age and industry.
The net pension cost for 2003, 2002 and 2001 for all pension plans is as
follows:
<TABLE>
<CAPTION>
(in millions) U.S. Plans Non-U.S. Plans Total
- --------------------------------------------------------------------------------------------------------------
Years Ended December 31, 2003 2002 2001 2003 2002 2001 2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Service cost $ 23.0 25.0 21.2 $ 7.6 5.5 4.8 $ 30.6 30.5 26.0
Interest cost on projected
benefit obligation ("PBO") 38.6 36.0 32.7 7.8 6.3 5.8 46.4 42.3 38.5
Return on assets - expected (49.1) (52.4) (50.1) (7.4) (7.8) (8.5) (56.5) (60.2) (58.6)
Other amortization, net 7.4 0.9 0.1 3.1 0.5 0.4 10.5 1.4 0.5
- --------------------------------------------------------------------------------------------------------------
Net pension cost $ 19.9 9.5 3.9 $ 11.1 4.5 2.5 $ 31.0 14.0 6.4
- --------------------------------------------------------------------------------------------------------------
</TABLE>
In June 2003, the Company amended the benefit formula for its U.S. pension plan
which resulted in a $4.1 million reduction in service cost in 2003 from what it
would have otherwise been. This change had no effect on benefits earned for
service prior to June 2003.
83
<PAGE>
Reconciliations of the PBO, plan assets, funded status and net pension assets at
December 31, 2003 and 2002 for all of the Company's pension plans are as
follows:
<TABLE>
<CAPTION>
(In millions) U.S. Plans Non-U.S. Plans Total
- --------------------------------------------------------------------------------------------------------------
Years Ended December 31, 2003 2002 2003 2002 2003 2002
- --------------------------------------------------------------------------------------------------------------
<S> <C>
PBO at beginning of year $ 589.1 496.7 126.6 98.3 715.7 595.0
Service cost 23.0 25.0 7.6 5.5 30.6 30.5
Interest cost 38.6 36.0 7.8 6.3 46.4 42.3
Plan participants' contributions - - 2.2 1.6 2.2 1.6
Benefits paid (23.4) (21.2) (4.2) (3.4) (27.6) (24.6)
Actuarial loss 45.6 52.6 9.2 7.5 54.8 60.1
Foreign currency exchange rate changes - - 23.2 10.8 23.2 10.8
- --------------------------------------------------------------------------------------------------------------
PBO at end of year $ 672.9 589.1 172.4 126.6 845.3 715.7
==============================================================================================================
Fair value of plan assets at beginning
of year $ 431.2 459.1 98.7 95.2 529.9 554.3
Return on assets - actual 113.7 (42.3) 14.8 (7.5) 128.5 (49.8)
Plan participants' contributions - - 2.2 1.6 2.2 1.6
Employer contributions 20.4 35.6 6.0 4.4 26.4 40.0
Benefits paid (23.4) (21.2) (4.2) (3.4) (27.6) (24.6)
Foreign currency exchange rate changes - - 18.0 8.4 18.0 8.4
- --------------------------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 541.9 431.2 135.5 98.7 677.4 529.9
==============================================================================================================
Funded status $ (131.0) (157.9) (36.9) (27.9) (167.9) (185.8)
Unrecognized experience loss 234.7 261.0 49.0 44.7 283.7 305.7
Unrecognized prior service cost 0.3 0.4 1.3 1.2 1.6 1.6
- --------------------------------------------------------------------------------------------------------------
Net pension assets $ 104.0 103.5 13.4 18.0 117.4 121.5
==============================================================================================================
Included in:
Prepaid pension assets $ - - 15.8 23.8 15.8 23.8
Accrued pension cost:
Current, included in accrued liabilities (0.4) - (5.0) (0.4) (5.4) (0.4)
Noncurrent (56.7) (97.8) (29.9) (24.8) (86.6) (122.6)
Accumulated other comprehensive loss 161.1 201.3 32.5 19.4 193.6 220.7
- --------------------------------------------------------------------------------------------------------------
Net pension assets $ 104.0 103.5 13.4 18.0 117.4 121.5
==============================================================================================================
</TABLE>
Information comparing plan assets to plan obligations as of December 31, 2003
and 2002 are aggregated below. The accumulated benefit obligation ("ABO")
differs from the PBO in that the ABO includes no assumption about future
compensation levels.
<TABLE>
<CAPTION>
ABO Greater Plan Assets
(In millions) Than Plan Assets Greater Than ABO Total
- ----------------------------------------------------------------------------------------------------
December 31, 2003 2002 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------
<S> <C>
PBO $ 801.7 683.0 43.6 32.7 845.3 715.7
ABO 716.4 610.2 37.2 26.0 753.6 636.2
Fair value of plan assets 632.2 495.8 45.2 34.1 677.4 529.9
====================================================================================================
</TABLE>
84
<PAGE>
The Company's unrecognized experience loss increased in 2002 primarily due to
lower discount rate assumptions (which increased the ABO and PBO) and lower than
expected returns on plan assets. The unrecognized experience loss at the end of
2003 was slightly lower than the prior year as actuarial losses related to lower
discount rates were offset by better than expected returns on plan assets.
The Company's U.S. plan asset allocation at December 31, 2003 and 2002 by asset
category is as follows:
December 31,
2003 2002
- ----------------------------------------------------
Equity securities 73% 70%
Debt securities 26% 29%
Other 1% 1%
- ----------------------------------------------------
Total 100% 100%
====================================================
The Company's primary U.S. defined benefit pension plan had assets at December
31, 2003 of approximately $542 million. This pension plan's assets are invested
primarily using actively managed accounts with asset allocation targets of 47.5%
domestic equities and 22.5% international equities, which include a broad array
of market cap sizes and investment styles, and 30% fixed income securities. The
Company's policy does not permit certain investments, including investments in
The Brink's Company common stock, unless part of a commingled fund, or
derivative instruments unless used for hedging purposes. Fixed-income
investments must have an investment grade rating at the time of purchase. The
plan rebalances its assets on a quarterly basis if actual allocations of assets
exceed predetermined limits. Among other factors, the performance of asset
groups and investment managers will affect the long-term rate of return.
Pension accounting principles require companies to use estimates of expected
asset returns over long periods of time. The Company selects the expected
long-term rate of return assumption using advice from its investment advisor and
its actuary considering the plan's asset allocation targets and expected overall
investment manager performance and a review of its most recent ten-year
historical average compounded rate of return.
Based on December 31, 2003 data, assumptions and funding regulations, the
Company does not expect to be required to make a contribution to the plan for
the 2004 and 2005 plan years. Under existing regulations, a contribution of over
$40 million could be required for the 2006 plan year but the actual payment
could be delayed until as late as September 2007.
There are limits to the amount of benefits which can be paid to participants
from a U.S. qualified pension plan. The Company maintains an unfunded
nonqualified plan to pay benefits for those eligible current and former
employees in the U.S. whose benefits exceed the regulatory limits.
Multi-employer Pension Plans
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from the plans, the Company must pay the plans a portion of any
underfunded liability of the plans, as determined by the plan agreements. In
2001, the Company recorded estimated withdrawal liabilities for coal-related
multi-employer pension plans of $8.2 million associated with its planned exit
from the coal business. In 2002, the Company increased the estimated liabilities
by $26.8 million to $35.0 million and in 2003, the Company increased the
estimated liabilities by $17.0 million ($14 million in the fourth quarter) to
$52.0 million.
85
<PAGE>
The Company's estimate of the obligation in each year is based on the funded
status of the multi-employer plans for the most recent measurement date. The
increases in the Company's estimated liability in 2002 and 2003 are due to
increases in the UMWA plans' unfunded liability. The actual withdrawal
liability, if any, is subject to several factors, including funding and benefit
levels of the plans as of annual measurement dates (June 30 each year) and the
date that the Company is determined to have completely withdrawn from the plans.
Accordingly, the ultimate obligation could change materially.
Expense included in continuing operations for multi-employer pension plans
(excluding coal-related plans) was $2.8 million in 2003, $1.8 million in 2002,
and $1.2 million in 2001.
Savings Plans
The Company sponsors a 401(k) plan to assist eligible U.S. employees in
providing for retirement. Employee contributions in 2001, 2002 and the first
half of 2003 were matched at rates of between 50% to 100% for up to 5% of
compensation (subject to certain limitations). In June 2003, the Company
modified the match provision of the plan and employee contributions were matched
at a rate of 75% in the last half of 2003. Contribution expense in continuing
operations under the plan aggregated $11.5 million in 2003, $10.9 million in
2002, and $9.8 million in 2001. Contribution expense included in discontinued
operations was $0.1 in 2003, $0.6 million in 2002 and $0.7 million
in 2001.
The Company sponsors other defined contribution benefit plans based on hours
worked or other measurable factors. Contributions under all of these plans
aggregated $5.0 million in 2003, $3.6 million in 2002, and $3.2 million in 2001.
Postretirement Benefits Other Than Pensions
Summary
The Company has various postretirement benefits other than pensions. The related
amounts recorded on the balance sheets for the last two years are detailed
below.
December 31,
(In millions) 2003 2002
- ---------------------------------------------------------------------------
Company-sponsored plans $ 311.9 291.6
Health Benefit Act 197.5 174.1
Black Lung 43.7 45.4
- ---------------------------------------------------------------------------
553.1 511.1
Current, included in accrued liabilities (48.9) (39.4)
- ---------------------------------------------------------------------------
Noncurrent $ 504.2 471.7
===========================================================================
86
<PAGE>
Company-Sponsored Plans
The Company provides certain postretirement health care and life insurance
benefits (the "Company-sponsored plans") for eligible active and retired
employees in the U.S. and Canada of the Company's current and former businesses,
including eligible participants of the former coal operations (the
"coal-related" plans). The components of net periodic postretirement costs
related to Company-sponsored plans were as follows:
<TABLE>
<CAPTION>
(In millions) Coal-related plans Other plans Total
- -------------------------------------------------------------------------------------------------------------
Years Ended December 31, 2003 2002 2001 2003 2002 2001 2003 2002 2001
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Service cost $ - 0.4 0.2 $ 0.9 0.8 0.7 $ 0.9 1.2 0.9
Interest cost on accumulated
postretirement benefit
obligations ("APBO") 34.7 31.7 24.9 1.5 1.4 1.5 36.2 33.1 26.4
Amortization of losses 14.3 9.7 3.7 0.1 - - 14.4 9.7 3.7
- -------------------------------------------------------------------------------------------------------------
Net periodic postretirement
costs $ 49.0 41.8 28.8 $ 2.5 2.2 2.2 $ 51.5 44.0 31.0
=============================================================================================================
</TABLE>
Reconciliations of the APBO and funded status to the accrued other
postretirement benefit cost (the amount recorded on the balance sheet at the
measurement date) for Company-sponsored plans at December 31, 2003 and 2002 are
as follows:
<TABLE>
<CAPTION>
(In millions) Coal-related plans Other plans Total
- --------------------------------------------------------------------------------------------------------------
Years Ended December 31, 2003 2002 2003 2002 2003 2002
- --------------------------------------------------------------------------------------------------------------
<S> <C>
APBO at beginning of year $ 518.3 442.0 $ 23.1 21.9 $ 541.4 463.9
Service cost - 0.4 0.9 0.8 0.9 1.2
Interest cost 34.7 31.7 1.5 1.4 36.2 33.1
Benefits paid (30.4) (28.3) (2.0) (2.3) (32.4) (30.6)
Actuarial (gain) loss, net:
Effect of Medicare subsidy (45.7) - - - (45.7) -
Other 49.3 72.5 3.3 1.3 52.6 73.8
- --------------------------------------------------------------------------------------------------------------
APBO at end of year $ 526.2 518.3 $ 26.8 23.1 $ 553.0 541.4
==============================================================================================================
Funded status $ (526.2) (518.3) $ (26.8) (23.1) $ (553.0) (541.4)
Unrecognized experience (gain) loss 239.8 250.6 0.4 (0.8) 240.2 249.8
Unrecognized prior service cost - - 0.9 - 0.9 -
- --------------------------------------------------------------------------------------------------------------
Accrued other postretirement
benefit cost at end of year $ (286.4) (267.7) $ (25.5) (23.9) $ (311.9) (291.6)
==============================================================================================================
</TABLE>
The APBO for each of the plans was determined using the unit credit method and
an assumed discount rate as follows:
Company-sponsored plans 2003 2002 2001
- -----------------------------------------------------------------
Discount rate:
Postretirement cost 6.75% 7.25% 7.50%
Benefit obligation at year end 6.25% 6.75% 7.25%
=================================================================
87
<PAGE>
For Company-sponsored coal-related plans, the assumed health care cost trend
rate used in 2003 was 9% for 2004, declining ratably to 5% in 2009 and
thereafter (in 2002: 10% for 2003 declining ratably to 5% in 2008 and
thereafter). Other plans provide for fixed-dollar value coverage for eligible
participants and, accordingly, are not adjusted for inflation.
The table below shows the estimated effects of a one percentage point change in
the assumed health care cost trend rates.
Effect of Change in
Health Care Trend Rates
- -------------------------------------------------------------------------------
(In millions) Increase 1% Decrease 1%
- -------------------------------------------------------------------------------
Higher (lower):
Service and interest cost in 2003 $ 4.2 (3.5)
APBO at December 31, 2003 65.6 (54.9)
===============================================================================
On December 8, 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act") was signed into law. The Act introduces a
prescription drug benefit under Medicare as well as a federal subsidy to
sponsors of retiree health care benefit plans that provide a benefit that is at
least actuarially equivalent to certain Medicare benefits. Because of the
broadness of coverage provided under the Company's plan, the Company believes
that the plan benefits are at least actuarially equivalent to the Medicare
benefits. The Company reflected the estimated effect of the new legislation in
2003 as a $45.7 million reduction to the actuarial loss for 2003, as permitted
by FASB Staff Position No. 106-1, "Accounting and Disclosure Requirements
Related to the Medicare Prescription Drug, Improvement and Modernization Act of
2003." The estimated value of the projected federal subsidy assumes no changes
in participation rates and assumes that the subsidy is received in the year
after claims are paid. The estimated reduction in per capita claim costs for
participants over 65 years old was 12%.
There was no effect on 2003 expense. For 2004, a reduction in net periodic
postretirement costs of approximately $5.8 million is expected. Future guidance
from the FASB could result in a material change to this recognition.
The Company's unrecognized experience loss decreased in 2003 primarily due to
the favorable effect of the new Medicare subsidy, offset by a lower discount
rate used in 2003 to estimate the APBO.
In the first quarter of 2004, the Company restricted the use of the VEBA so that
it will be used to only pay benefits related to the Company's coal-related
postretirement medical plan. Accordingly, under SFAS No. 106, estimated returns
on the VEBA assets will be included in the determination of net periodic
postretirement costs.
Health Benefit Act Liabilities
Background
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health Benefit Act established rules for the payment of future health care
benefits for thousands of retired union mine workers and their dependents.
Assigned Beneficiaries. The Health Benefit Act established a trust fund, The
United Mine Workers of America Combined Benefit Fund (the "Combined Fund"), to
which "signatory operators" and "related persons", including The Brink's Company
and certain of its subsidiaries (collectively, the "Brink's Companies"), are
jointly and severally liable to pay annual premiums for those beneficiaries
directly assigned to a signatory operator and its related persons, on the basis
set forth in the Health Benefit Act.
88
<PAGE>
In October 1993 and on an annual basis in subsequent years, the Brink's
Companies have received notices from the Social Security Administration with
regard to the current number of assigned beneficiaries for which the Brink's
Companies are deemed responsible under the Health Benefit Act.
Unassigned Beneficiaries. In addition, the Health Benefit Act provides that
assigned companies, including the Brink's Companies, are required to fund, pro
rata according to the total number of assigned beneficiaries, a portion of the
health benefits for unassigned beneficiaries if not funded from other designated
sources. To date, almost all of the funding for unassigned beneficiaries has
been provided from transfers from the Abandoned Mine Land Reclamation Fund (the
"AML Fund") or other government sources.
Information and Assumptions Used to Estimate Obligation
The Company's liability for Health Benefit Act obligations is equal to the
undiscounted estimated amount of future annual premiums the Company expects to
pay to the Combined Fund over approximately 70 years. The Company's estimated
annual premium is generally equal to the total number of beneficiaries
(including assigned beneficiaries and an allocated percentage of the total
unassigned beneficiaries) at October 1, the beginning of the plan year,
multiplied by the premium per beneficiary for that year. The Company expects to
pay annual premiums over the next 70 or more years, but it expects these annual
premiums to gradually decline over time as the number of beneficiaries
decreases.
The estimated liability at December 31, 2003 assumes that almost all of the
costs for unassigned beneficiaries for the plan year ending September 30, 2004
will continue to be paid with transfers of cash from the AML Fund and other
government sources. Transfers to the Combined Fund from the AML Fund beyond this
date are not sufficiently assured and the Company's current estimate of its
obligations assumes that no future transfers will be made by the AML Fund. The
Company's estimate of its probable liability for premiums for unassigned
beneficiaries could materially decrease in future periods depending on the
availability of future funding by the AML Fund or other sources. Moreover, the
Company's estimate of its liability for unassigned beneficiaries could change
materially in the future if other responsible coal operators become insolvent.
This liability could also change materially if the percentage of unassigned
beneficiaries that are allocated to the Company changes due to relative
mortality rates of the Company's assigned beneficiaries compared to the total
assigned beneficiaries.
Information provided by the Combined Fund and assumptions made by the Company
are as follows:
<TABLE>
<CAPTION>
At the beginning of the plan year 2003 2002
- -----------------------------------------------------------------------------------------------
<S> <C>
Number of assigned beneficiaries for the Brink's Companies 2,581 2,814
Total unassigned pool of beneficiaries 17,394 15,390
Percent of total unassigned pool allocated to the Brink's Companies 9.2% 6.8%
Health benefit premium per beneficiary $ 2,965 2,853
===============================================================================================
</TABLE>
According to the Health Benefit Act, the rate of inflation for per-beneficiary
health care premiums is equal to the medical care component of the Consumer
Price Index. At December 31, 2003, annual inflation rates for per-beneficiary
health care premiums were assumed to be 4.5% for all future years (at December
31, 2002: 5% in 2003, declining to 4.5% over five years). The U.S. Life 79-81
mortality table has been used to estimate a gradual decline in the number of
beneficiaries. The Company's estimate assumes that there will be no additions to
the Combined Fund unassigned beneficiary group as a result of future coal
operator insolvencies.
89
<PAGE>
Undiscounted Obligation for Health Benefit Act Liabilities
December 31,
(In millions) 2003 2002
- ----------------------------------------------------------------------
Combined Fund:
Assigned beneficiaries $ 124.5 135.1
Unassigned beneficiaries 65.7 31.9
Other 7.3 7.1
- ----------------------------------------------------------------------
$ 197.5 174.1
======================================================================
Reconciliation of Health Benefit Act Liabilities
Years Ended December 31,
(In millions) 2003 2002 2001
- -----------------------------------------------------------------------------
Beginning of the year $ 174.1 159.9 161.7
Actuarial loss (a) 31.3 24.0 8.0
Payments (7.9) (9.8) (9.8)
- -----------------------------------------------------------------------------
End of the year $ 197.5 174.1 159.9
=============================================================================
(a) Charged to income (loss) from discontinued operations.
The $31.3 million actuarial loss in 2003 was recorded in the fourth quarter and
was primarily related to the assumed increase in the number of unassigned
beneficiaries allocated to the Company. The increased allocation was due to two
factors. First, the Company increased its allocation percentage because of a
change in the way the Company interprets the statute governing the allocation,
based on findings of recent court cases. Second, other coal operations became
insolvent during the period, which transferred their assigned beneficiaries to
the unassigned pool and reduced the denominator (the total assigned pool) in the
computation of the allocation percentage, increasing the Company's allocation
assumption.
The $24.0 million actuarial loss in 2002 primarily resulted from the Company's
being able to obtain and use Company-specific information regarding the age of
the beneficiaries covered by the Health Benefit Act rather than using averages
relating to the entire population of beneficiaries covered, slightly higher
per-beneficiary health care premiums, and slightly lower mortality than was
estimated at the end of 2001 for the plan year ended September 30, 2002.
The $8.0 million actuarial loss in 2001 was primarily the result of a higher
number of assigned beneficiaries as of October 1, 2001 than was estimated at the
end of 2000. The Combined Fund premium per beneficiary for the plan year
beginning October 1, 2001 was essentially equal to that estimated at the end of
2000.
The Company currently estimates that its annual cash funding under the Health
Benefit Act will be slightly higher in 2004, increase in 2005 to approximately
$12 million as a result of the assumption that premiums for unassigned
beneficiaries will not be paid for through transfers from the AML Fund, and then
payments are expected to decline thereafter as the number of beneficiaries
decreases.
90
<PAGE>
Pneumoconiosis (Black Lung) Benefits
The Company acts as self-insurer with respect to almost all black lung benefits.
Provision is made for estimated benefits based on annual reports prepared by
independent actuaries. Unrecognized losses, representing the excess of the
present value of expected future benefits over existing accrued liabilities, are
amortized over the average remaining life expectancy of participants
(approximately 10 years).
The components of net periodic postretirement benefit costs related to black
lung benefits were as follows:
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------
Interest cost on APBO and other $ 4.5 5.4 4.6
Amortization of losses 1.5 1.9 0.6
- --------------------------------------------------------------------------------
Net periodic postretirement costs $ 6.0 7.3 5.2
================================================================================
Reconciliations of the APBO and funded status to the accrued other
postretirement benefit costs for black lung benefits at December 31, 2003 and
2002 are as follows:
Years Ended December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
APBO at beginning of year $ 60.0 58.7
Interest costs 4.5 5.4
Benefits paid (7.7) (7.3)
Actuarial loss, net 6.2 3.2
- --------------------------------------------------------------------------------
APBO at end of year $ 63.0 60.0
================================================================================
Funded status $ (63.0) (60.0)
Unrecognized experience loss 19.3 14.6
- --------------------------------------------------------------------------------
Accrued other postretirement benefit cost at end of year $ (43.7) (45.4)
================================================================================
The following are the other key actuarial assumptions for the black lung
obligations:
December 31,
Black Lung Benefits 2003 2002
- -------------------------------------------------------------------------
Discount rate:
Postretirement cost 6.75% 7.25%
Benefit obligation at year end 6.25% 6.75%
Medical cost inflation 8.00% 8.00%
=========================================================================
The 1959-1961 Mortality Table for U.S. White Males and Females is used.
The U.S. Department of Labor issued regulations in 2000 that are intended to
expand entitlement provisions and that may have the effect of limiting an
employer's ability to rebut claims. The regulation is being disputed by
companies in the coal industry. Due to the Company's judgment that any
additional amounts owed are not reasonably estimable, the Company has not
included any additional amounts related to the new regulations in the actuarial
present value of self-insured black lung benefits.
91
<PAGE>
NOTE 5 - INVESTMENTS HELD BY VEBA TRUST
- --------------------------------------------------------------------------------
The Company's VEBA held various types of investments as described below. The
VEBA assets have been placed with investment managers which operate within
specific guidelines. Accordingly, the Company has no daily direct control over
the assets held. The information shown below reflects unrealized gains and
losses as of December 31, 2003 and 2002. The VEBA retains all earnings from its
investments. At the beginning of 2004, the use of the VEBA was restricted to the
Company's coal-related postretirement medical plan. The Company may use the
assets in the VEBA only to pay for certain retiree benefits and not for other
purposes.
<TABLE>
<CAPTION>
Gross Gross
unrealized unrealized
holding holding Fair
(In millions) Cost gains losses Value
- -----------------------------------------------------------------------------------------------
<S> <C>
December 31, 2003
Debt securities:
Government $ 9.7 0.1 (0.1) 9.7
Corporate 20.4 0.1 (0.2) 20.3
- -----------------------------------------------------------------------------------------------
Debt securities 30.1 0.2 (0.3) 30.0
Equity securities 70.3 4.8 (0.3) 74.8
Cash equivalents 0.4 - - 0.4
- -----------------------------------------------------------------------------------------------
Total assets held by the VEBA $ 100.8 5.0 (0.6) 105.2
===============================================================================================
December 31, 2002
Debt securities:
Government $ 1.8 - - 1.8
Corporate 13.3 - (0.2) 13.1
- -----------------------------------------------------------------------------------------------
Debt securities 15.1 - (0.2) 14.9
Cash equivalents 3.3 - - 3.3
- -----------------------------------------------------------------------------------------------
Total assets held by the VEBA $ 18.4 - (0.2) 18.2
===============================================================================================
</TABLE>
The contractual maturities of debt securities at December 31, 2003 are:
(In millions) Cost Fair Value
- ----------------------------------------------------------------
Due in one year or less $ 6.0 5.8
Due after one through five years 20.1 20.2
Due after five through 10 years 1.7 1.7
Due after 10 years 2.3 2.3
- ----------------------------------------------------------------
Total $ 30.1 30.0
================================================================
92
<PAGE>
NOTE 6 - FORMER NATURAL RESOURCE OPERATIONS
- --------------------------------------------------------------------------------
The Company disposed of essentially all of its natural resources interests in
2002, 2003, and early 2004.
Summary of Proceeds from Sales of Natural Resource Interests
<TABLE>
<CAPTION>
Notes
Liabilities Receivable Fair Value
Cash Assumed by and Royalty Received for
(In millions) Received Purchaser (a) Agreement (b) Assets Disposed
- --------------------------------------------------------------------------------------------------------------
<S> <C>
2002
Coal business
(Virginia and Kentucky) $ 42.3 22.1 24.0 88.4
2003
Natural gas business 81.2 - - 81.2
Portion of timber business 5.4 - - 5.4
Equity interest in MPI Mines Ltd. 18.8 - - 18.8
Coal assets (West Virginia) 14.0 14.8 - 28.8
- --------------------------------------------------------------------------------------------------------------
2003 119.4 14.8 - 134.2
- --------------------------------------------------------------------------------------------------------------
2004
Remainder of timber business 33.7 - - 33.7
Gold business 1.1 2.6 - 3.7
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Liabilities in this column are primarily reclamation liabilities and exclude
working capital liabilities.
(b) The Company settled the royalty agreement and collected the notes
receivables in 2003 for $26.0 million in cash.
93
<PAGE>
Discontinued Operations
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------------------------------
<S> <C>
Gain (loss) on sale of
Coal $ - 13.2 (15.9)
Natural Gas 56.2 - -
Timber 4.8 - -
Results from operations
Coal (a) - (28.1) (22.2)
Natural Gas 11.2 9.0 11.3
Timber (0.2) (1.0) (2.7)
Gold (4.1) (7.6) 1.1
Adjustments to contingent liabilities of former operations
Health Benefit Act liabilities (See note 4) (31.3) (24.0) (8.0)
Withdrawal liabilities (See note 4) (17.0) (26.8) (8.2)
Reclamation liabilities (3.2) - -
Recovery of environmental costs (See note 23) 5.3 - -
Other (2.5) - -
- --------------------------------------------------------------------------------------------------------
Pretax gain (loss) on disposals 19.2 (65.3) (44.6)
Income tax benefit (expense) (8.0) 22.0 22.9
- --------------------------------------------------------------------------------------------------------
Income (loss) from discontinued operations $ 11.2 (43.3) (21.7)
========================================================================================================
</TABLE>
(a) Coal's loss was recognized under APB No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," in which future losses are estimated and accrued in advance
of the period in which losses occur.
Gain (loss) on Sale
During 2000, an $85.9 million estimated loss on the sale of the coal business
was recorded, and during 2001 the estimated loss was increased by $15.9 million.
A $13.2 million reversal of the previously estimated loss on sale was recorded
during 2002 to reflect the amount of actual proceeds and values of assets and
liabilities at the dates of sale. The assets disposed of in 2002 primarily
consisted of operations including coal reserves, property, plant and equipment,
the Company's economic interest in Dominion Terminal Associates and inventory.
Certain liabilities, primarily reclamation costs related to properties disposed
of, were assumed by the purchasers.
In August 2003, the Company sold its natural gas business and received $81.2
million in cash and recognized a $56.2 million gain in discontinued operations.
In December 2003, the Company sold a portion of its timber business for $5.4
million in cash and recognized a $4.8 million pretax gain in discontinued
operations. The Company received an additional $31.8 million from escrow in
January 2004 for most of the remaining portion of its timber business. An
additional $1.9 million of cash is being held in escrow until June 2004 pending
the completion of certain remaining title work by the buyer. The Company paid
$6.2 million in January 2004 to settle operating leases for equipment purchased
by the buyer. The Company expects to recognize approximately $19 million of
additional pretax gains in the first quarter of 2004 and up to a $1.9 million
pretax gain in the second quarter of 2004 in discontinued operations.
94
<PAGE>
In February 2004, the Company sold its gold operations for approximately $1.1
million in cash plus the assumption of liabilities. The Company recognized
pretax impairment losses related to its gold business of $1.7 million in 2003
and $5.7 million in 2002. Impairment charges were triggered by the Company's
negotiations to sell its gold operations during the last two years. The Company
also recognized $1.4 million (pretax) in 2002 of previously deferred losses on
certain of its gold forward sales contracts that had been accounted for as
hedges since the hedged transactions were no longer deemed probable as a result
of the potential transfer. Fair value was estimated using projected
weighted-average discounted cash flows.
In 2003, $0.1 million of interest expense was allocated to discontinued
operations. No interest expense was allocated to discontinued operations in 2002
and 2001.
Results of Operations
The following tables show selected financial information for the results from
operations for discontinued operations for the three years ended December 31,
2003.
Years Ended December 31,
(In millions) 2003 2002 2001
- ----------------------------------------------------------------------------
Natural Gas
Revenues $ 7.3 6.8 7.4
Pretax income 11.2 9.0 11.3
============================================================================
Timber
Revenues $ 21.1 20.9 18.2
Pretax loss (0.2) (1.0) (2.7)
============================================================================
Gold
Revenues $ 23.5 15.2 14.6
Pretax income (loss) (4.1) (7.6) 1.1
============================================================================
Coal
Revenues $ - 266.5 384.0
Pretax income (loss) - (77.5) (31.7)
============================================================================
Continuing Operations
In October 2003, the Company sold its 23.3% equity interest in MPI Mines Ltd.,
an Australian exploration and development company with interests in gold and
nickel, for $18.8 million in cash and recognized a $10.4 million pretax gain in
continuing operations.
In November 2003, the Company sold substantially all of its remaining
coal-related assets for $14 million in cash plus the assumption of reclamation
and other liabilities for total proceeds of $28.8 million. A gain is expected to
be recognized in 2004 as liabilities related to reclamation are formally
transferred to the buyer.
95
<PAGE>
Classification of Ongoing Expenses in the Statements of Operations
The classification of income statement items related to the Company's former
coal business during the last three years is set forth in the following table.
After the disposal of the coal business, certain expenses began to be classified
within continuing operations, while adjustments to coal-related contingent
assets and liabilities continue to be reported within discontinued operations.
The classification of expenses in 2004 and beyond is expected to be the same as
in 2003:
<TABLE>
<CAPTION>
Years Ended December 31,
2003 2002 2001
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Classification as Continuing or Discontinued Operations
Ongoing expenses:
Company-sponsored postretirement benefits Continuing Discontinued Discontinued
Black lung obligations Continuing Discontinued Discontinued
Pension Continuing Discontinued Discontinued
Administrative, legal and other coal expenses Continuing Discontinued Discontinued
Adjustments to contingent assets and liabilities of
former businesses (a) Discontinued Discontinued Discontinued
=============================================================================================================
</TABLE>
(a) Includes contingent reclamation liabilities of closed mines, Health
Benefit Act liabilities, withdrawal liabilities from multi-employer
pension plans, workers' compensation liabilities, and Federal Black Lung
Excise Tax contingent assets.
Costs of Former Operations Included in Continuing Operations
Years Ended December 31,
- --------------------------------------------------------------------------------
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Postretirement benefits other than pensions:
Retiree medical benefits $ 49.8 -
Black lung 6.0 -
Pension (0.8) -
Administrative, legal and other coal expenses, net 17.4 -
Other income, net (2.9) -
Impairment and other costs - 19.2
- --------------------------------------------------------------------------------
Total $ 69.5 19.2
================================================================================
NOTE 7 - COSTS ASSOCIATED WITH EXIT ACTIVITIES
- --------------------------------------------------------------------------------
In 2003, management initiated a plan to close Brink's corporate headquarters in
Darien, Connecticut and relocate employees to either Brink's U.S. headquarters
in Coppell, Texas or The Brink's Company headquarters in Richmond, Virginia. The
following summarizes the 2003 expense, payments and liability for costs
associated with the closure:
<TABLE>
<CAPTION>
One-time Lease
(In millions) Termination Benefits Termination Costs Other Total
- -------------------------------------------------------------------------------------------------------
<S> <C>
Balance at December 31, 2002 $ - - - -
Expense 1.7 0.6 3.1 5.4
Payments (1.4) - (2.9) (4.3)
- -------------------------------------------------------------------------------------------------------
Balance at December 31, 2003 $ 0.3 0.6 0.2 1.1
=======================================================================================================
</TABLE>
96
<PAGE>
One-time termination benefits of $6.5 million were paid and expensed in 2003
($1.8 million were paid and expensed in 2002), associated with European work
force reductions at Brink's.
NOTE 8 - PROPERTY AND EQUIPMENT
- --------------------------------------------------------------------------------
The following table presents the Company's property and equipment that is
classified as held and used:
December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Land $ 21.8 72.9
Buildings 158.6 140.4
Leasehold improvements 156.6 138.9
Home security systems 579.2 527.0
Vehicles 189.1 161.3
Capitalized software 151.3 131.7
Aircraft and related assets 72.7 85.8
Other machinery and equipment 444.8 456.1
- --------------------------------------------------------------------------------
1,774.1 1,714.1
Accumulated depreciation and amortization 900.9 842.9
- --------------------------------------------------------------------------------
Property and equipment, net $ 873.2 871.2
================================================================================
NOTE 9 - IMPAIRMENT OF LONG-LIVED ASSETS
- --------------------------------------------------------------------------------
As described in note 1, the Company regularly records impairment charges at BHS
related to disconnected security systems. Other impairment charges recorded
within continuing operations are as follows:
Years Ended December 31,
(In millions) 2003 2002 2001
- -----------------------------------------------------------------------------
Coal assets reclassified to held and used $ - 14.1 -
Other 1.3 1.7 1.4
- -----------------------------------------------------------------------------
Total $ 1.3 15.8 1.4
=============================================================================
At December 31, 2002, approximately $43.3 million (original carrying value) of
residual long-lived coal assets were reclassified from discontinued operations
to assets held and used. The assets held and used were reclassified individually
at the lower of their actual cost, adjusted for depreciation since the time
originally classified as held for sale, or their fair value at the date the
assets were reclassified to assets held and used. Fair value was estimated using
sales proceeds for similar assets during 2002 as well as estimates provided by
investment advisors. An impairment charge of $14.1 million was recognized in
2002 as a result of the reclassification. In 2003, as described in note 6, the
Company sold substantially all of its coal assets that previously had been
classified as held and used.
97
<PAGE>
NOTE 10 - OTHER ASSETS
- --------------------------------------------------------------------------------
December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Deferred subscriber acquisition costs $ 60.1 54.7
Investment in equity affiliates 30.0 35.5
Deferred charges for aircraft heavy maintenance 22.3 27.8
Long-term receivables 18.5 40.7
Prepaid pension assets 15.8 23.8
Other 36.2 28.8
- --------------------------------------------------------------------------------
Other assets $ 182.9 211.3
================================================================================
NOTE 11 - ACCRUED LIABILITIES
- --------------------------------------------------------------------------------
December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------
Payroll and other employee liabilities $ 125.6 107.5
Taxes 90.9 84.9
Workers' compensation and other claims 38.0 41.9
Postretirement benefits other than pensions 48.9 39.4
Other 200.8 202.6
- --------------------------------------------------------------------------------
Accrued liabilities $ 504.2 476.3
================================================================================
NOTE 12 - OTHER LIABILITIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
(In millions) 2003 2002
- --------------------------------------------------------------------------------------------------
<S> <C>
Workers' compensation and other claims $ 60.4 52.7
Withdrawal obligations for coal-related multi-employer pension plans (a) 52.0 35.0
Minority interest 36.1 36.0
Aircraft lease turnback obligations (b) 29.8 42.1
Other 61.1 65.7
- --------------------------------------------------------------------------------------------------
Other liabilities $ 239.4 231.5
==================================================================================================
</TABLE>
(a) See note 4.
(b) Aircraft lease turnback obligations represent amounts estimated to be paid
at the end of the lease term related to heavy maintenance.
98
<PAGE>
NOTE 13 - LONG-TERM DEBT
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
(In millions, denominated in U.S. dollars unless noted) 2003 2002
- ----------------------------------------------------------------------------------------------------
<S> <C>
Bank credit facilities:
U.S. Revolving Facility (year-end weighted average rate
2.40% in 2003 and 2.27% in 2002) $ 30.9 129.0
Euro-denominated credit facilities of French subsidiaries (year-end
weighted average rate 3.40% in 2003 and 4.35% in 2002) 13.4 12.4
Other non-U.S. dollar denominated facilities (year-end weighted
average rate 8.70% in 2003 and 9.88% in 2002) 19.9 10.5
- ----------------------------------------------------------------------------------------------------
64.2 151.9
- ----------------------------------------------------------------------------------------------------
Senior Notes:
Series A, 7.84%, due 2005-2007 55.0 55.0
Series B, 8.02%, due 2008 20.0 20.0
Series C, 7.17%, due 2006-2008 20.0 20.0
- ----------------------------------------------------------------------------------------------------
95.0 95.0
- ----------------------------------------------------------------------------------------------------
Other:
Capital leases (average rates: 5.54% in 2003 and 5.37% in 2002) 36.3 27.4
Dominion Terminal Associates 6.0% bonds, due 2033 43.2 43.2
- ----------------------------------------------------------------------------------------------------
Total long-term debt 238.7 317.5
Current maturities of long-term debt:
Bank credit facilities 7.3 6.4
Capital leases 9.9 6.9
- ----------------------------------------------------------------------------------------------------
Total current maturities of long-term debt 17.2 13.3
- ----------------------------------------------------------------------------------------------------
Total long-term debt excluding current maturities $ 221.5 304.2
====================================================================================================
</TABLE>
The Company has an unsecured $350 million syndicated bank credit facility (the
"U.S. Revolving Facility") from which it may borrow (or otherwise satisfy credit
needs) on a revolving basis over a three-year term ending September 2005. At
December 31, 2003, $239.9 million was available under the U.S. Revolving
Facility. The Company has the option to borrow based on a Libor-based rate plus
a margin, a prime rate plus a margin or a competitive bid among the individual
banks. The margin is 0.825% for LIBOR-based borrowings. The credit agreement
provides for margin increases, but does not accelerate payments should the
Company's credit rating be reduced. When borrowings and letters of credit under
the U.S. Revolving Facility are in excess of $175 million, the applicable
interest rate is increased by 0.125%. The Company also pays an annual fee on the
U.S. Revolving Facility based on the Company's credit rating. The facility fee,
which can range from 0.125% to 0.400%, was 0.175% as of December 31, 2003.
The Company has $95 million of Senior Notes outstanding. Interest on each series
of the Senior Notes is payable semiannually, and the Company has the option to
prepay all or a portion of the Notes prior to maturity with a prepayment
penalty. The Senior Notes are unsecured.
The Company has three unsecured multi-currency revolving bank credit facilities
with a total of $110 million in available credit, of which $52.6 million was
available at December 31, 2003. When rates are favorable, the Company also
borrows from other U.S. banks under short-term uncommitted agreements. Various
foreign subsidiaries maintain other secured and unsecured lines of credit and
overdraft facilities with a number of banks. Amounts borrowed under these
agreements are included in short-term borrowings.
99
<PAGE>
Minimum repayments of long-term debt are as follows:
Capital Other long-
(In millions) Leases term debt Total
- ---------------------------------------------------------
2004 $ 9.9 7.3 17.2
2005 8.4 56.1 64.5
2006 5.5 36.5 42.0
2007 4.2 27.0 31.2
2008 3.2 28.7 31.9
Later years 5.1 46.8 51.9
- ---------------------------------------------------------
Total $ 36.3 202.4 238.7
=========================================================
The Company's Brink's, BHS, and BAX Global subsidiaries have guaranteed the U.S.
Revolving Facility and the Senior Notes. The U.S. Revolving Facility, the
agreement under which the Senior Notes were issued and the multi-currency
revolving bank credit facilities each contain various financial and other
covenants. The financial covenants, among other things, limit the Company's
total indebtedness, provide for minimum coverage of interest costs, and require
the Company to maintain a minimum level of net worth. If the Company were not to
comply with the terms of its various loan agreements, the repayment terms could
be accelerated. An acceleration of the repayment terms under one agreement could
trigger the acceleration of the repayment terms under the other loan agreements.
The Company was in compliance with all financial covenants at December 31, 2003.
In September 2003, at the Company's request, the Peninsula Ports Authority of
Virginia issued a new series of bonds to replace the previous bonds related to
Dominion Terminal Associates, a deep water coal terminal in which the Company no
longer has an interest. The Company continues to pay interest on and guarantee
payment of the $43.2 million principle of the new bonds and ultimately will have
to pay for the retirement of the new bonds in accordance with the terms of the
guarantee. The new bonds bear a fixed interest rate of 6.0% (versus a fixed
interest rate of 7.375% for the previous bonds) and mature in 2033. The new
bonds may mature prior to 2033 upon the occurrence of certain specified events
such as the determination that the bonds are taxable or the failure of the
Company to abide by the terms of its guarantee.
At December 31, 2003, the Company had undrawn unsecured letters of credit and
guarantees totaling $186.5 million. These letters of credit primarily support
the Company's obligations under various self-insurance programs, credit
facilities and aircraft lease obligations.
100
<PAGE>
NOTE 14 - ACCOUNTS RECEIVABLE AND ASSET SECURITIZATION
- --------------------------------------------------------------------------------
December 31,
(In millions) 2003 2002
- ----------------------------------------------------------------------
Trade $ 562.8 522.1
Other 45.1 53.4
- ----------------------------------------------------------------------
607.9 575.5
Estimated uncollectible amounts (27.6) (35.5)
- ----------------------------------------------------------------------
Accounts receivable, net $ 580.3 540.0
======================================================================
In December 2000, the Company entered into a five-year agreement to sell a
revolving interest in BAX Global's U.S. domestic accounts receivable through a
commercial paper conduit program. The primary purpose of the agreement was to
obtain access to a lower cost source of funds.
Qualifying accounts receivable of BAX Global's U.S. operations are sold on a
monthly basis, without recourse, to BAX Funding Corporation ("BAX Funding"), a
wholly owned, consolidated special-purpose subsidiary of BAX Global. BAX Funding
then sells an undivided interest in the entire pool of accounts receivable to a
bank-sponsored conduit entity. The conduit issues commercial paper to finance
the purchase of its interest in the receivables. Under the program, BAX Funding
may sell up to a $90.0 million interest in the receivables pool to the conduit.
During the term of the agreement, the conduit's interest in daily collections of
accounts receivable is reinvested in newly originated receivables.
At the end of the five-year term, or in the event certain circumstances cause an
early termination of the program, the daily reinvestment will be discontinued
and collections will be used to pay down the conduit's interest in the
receivables pool. Early termination of the program may occur if certain ratios,
including ratios of delinquent and defaulted accounts, are exceeded. Early
termination may also be triggered if other events occur as described in the
agreement, including the acceleration of debt repayments of the Company's $350
million U.S. revolving bank credit facility.
The conduit has a priority collection interest in the entire pool of receivables
and, as a result, BAX Funding has retained credit risk in excess of its retained
interest. BAX Funding sells its receivables to the conduit at a discount. The
amount of the discount is based on the conduit's borrowing cost plus incremental
fees. BAX Global is the designated servicer of the receivables pool and is
responsible for collections, reinvestment, and periodic reporting to the
conduit. The Brink's Company has guaranteed the performance of BAX Global with
respect to the agreement.
December 31,
(In millions) 2003 2002
- ------------------------------------------------------------------------------
Accounts receivable purchased by BAX Funding:
Total pool $ 93.0 93.3
Revolving interest sold to conduit (77.0) (72.0)
- ------------------------------------------------------------------------------
Amount included in accounts receivable $ 16.0 21.3
==============================================================================
Due to the short-term nature of the Company's retained interest in accounts
receivable, fair value approximates carrying value, net of an appropriate
allowance. The Company has not recorded a servicing asset or liability because
the average servicing period for accounts receivable approximates one month.
101
<PAGE>
NOTE 15 - OPERATING LEASES
- --------------------------------------------------------------------------------
The Company leases facilities, vehicles, aircraft, computers and other equipment
under long-term operating and capital leases with varying terms. Most of the
operating leases contain renewal and/or purchase options. The Company expects
that in the normal course of business, the majority of operating leases will be
renewed or replaced by other leases.
As of December 31, 2003, future minimum lease payments under noncancellable
operating leases with initial or remaining lease terms in excess of one year are
included below. Expected payments for heavy maintenance of aircraft are excluded
from the table.
(In millions) Facilities Vehicles Aircraft Other Total
- --------------------------------------------------------------------------------
2004 $ 85.4 29.0 14.6 8.3 137.3
2005 62.9 22.6 5.2 4.6 95.3
2006 47.2 15.1 0.8 3.3 66.4
2007 38.7 9.4 0.8 1.7 50.6
2008 31.9 6.2 0.8 0.8 39.7
Later years 112.0 7.1 1.2 1.2 121.5
- --------------------------------------------------------------------------------
$ 378.1 89.4 23.4 19.9 510.8
================================================================================
The table above includes lease payments for the initial accounting lease term
and all renewal periods for certain vehicles used in Brink's and BHS'
operations. If the Company were to not renew these leases, it would be subject
to a residual value guarantee. The Company's maximum residual value guarantee
was $54.1 million at December 31, 2003. If the Company continues to renew the
leases and pays all of the lease payments for the vehicles that have been
included in the above table (which aggregate lease payments decline over eight
years), this residual value guarantee will reduce to zero at the end of the
final renewal period.
The Company has leases on certain operating assets under which it has the option
to either renew the lease, purchase the asset at a predetermined price, or pay a
guaranteed residual value. At December 31, 2003, the maximum guaranteed
residuals on these leases totaled $17.1 million.
Net rent expense amounted to $152.0 million in 2003, $149.0 million in 2002 and
$142.3 million in 2001.
102
<PAGE>
NOTE 16 - EQUITY-BASED COMPENSATION PLANS
- --------------------------------------------------------------------------------
The Company has stock incentive plans to encourage employees and nonemployee
directors to remain with the Company and to more closely align their interests
with those of the Company's shareholders.
Stock Option Plans
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at
a price not less than the average quoted market value at the date of grant. All
grants under the 1988 Plan made in the last three years have a maximum term of
six years and substantially all of these grants either vest over three years
from the date of grant or vest 100% at the end of the third year. The
Non-Employee Plan options are granted with a maximum term of ten years and vest
in full at the end of six months. There are 1.3 million shares underlying
options for both plans that are authorized, but not yet granted.
The table below summarizes the activity in all plans for options for the
Company's common stock for 2003, 2002 and 2001.
Per Share
Weighted Average
(Shares in millions) Shares Exercise Price
- ------------------------------------------------------------------------
Outstanding at December 31, 2000 3.4 $ 25.83
Granted 1.2 21.03
Exercised (0.3) 16.15
Forfeited or expired (0.6) 32.88
- ------------------------------------------------------------------------
Outstanding at December 31, 2001 3.7 23.96
Granted 1.0 21.50
Exercised (0.1) 17.17
Forfeited or expired (0.5) 25.80
- ------------------------------------------------------------------------
Outstanding at December 31, 2002 4.1 23.29
Granted 0.6 15.24
Exercised (0.1) 14.10
Forfeited or expired (0.6) 30.79
- ------------------------------------------------------------------------
Outstanding at December 31, 2003 4.0 $ 21.14
- ------------------------------------------------------------------------
103
<PAGE>
The following table summarizes information about stock options outstanding as of
December 31, 2003.
<TABLE>
<CAPTION>
Stock Options Stock Options
(Shares in millions) Outstanding Exercisable
- ------------------------------------------------------------------------------------------------------------
Weighted Average Per Share Per Share
Range of Remaining Contractual Weighted Average Weighted Average
Exercise Prices Shares Life (Years) Exercise Price Shares Exercise Price
- ------------------------------------------------------------------------------------------------------------
<S> <C>
$ 13.66 to 14.49 0.5 2.7 $ 13.68 0.5 $ 13.68
14.50 to 16.99 0.6 5.5 15.31 - 16.77
17.00 to 19.99 0.4 2.6 18.75 0.3 18.74
20.00 to 21.49 0.9 4.3 21.38 0.3 21.15
21.50 to 23.99 0.9 3.7 21.76 0.5 21.84
24.00 to 30.99 0.4 1.9 27.21 0.4 27.21
31.00 to 228.03 0.3 0.7 38.93 0.3 38.93
- ------------------------------------------------------------------------------------------------------------
Total 4.0 3.5 $ 21.14 2.3 $ 22.62
============================================================================================================
</TABLE>
Exercisable options at the end of the year for common stock were 2.3 million in
2003, 2.1 million in 2002, and 1.7 million in 2001.
Employee Stock Purchase Plan
Under the 1994 Employee Stock Purchase Plan (the "ESPP"), as amended, the
Company is authorized to issue up to 1.0 million shares of common stock (of
which 0.9 million shares had been issued as of December 31, 2003) to eligible
employees. The ESPP is a noncompensatory plan that allows eligible employees to
buy the Company's common stock at below market value, subject to plan
limitations on the amount an employee may purchase annually. Under the ESPP, the
Company sold approximately 0.2 million shares of common stock to employees in
2003, approximately 0.1 million shares in 2002 and approximately 0.1 million in
2001.
NOTE 17 - CAPITAL STOCK
- --------------------------------------------------------------------------------
Repurchase Program
The Company has the remaining authority to purchase up to 1.0 million shares of
common stock under a share repurchase program authorized by the Board of
Directors, with an aggregate purchase price limitation of $19.1 million.
Employee Benefits Trust
The Brink's Company Employee Benefits Trust (the "Trust") holds shares of the
Company's common stock to fund obligations under certain compensation and
employee benefit programs that provide for the issuance of stock. In December
2003 the Board approved an additional 2.5 million shares of common stock to be
issued to the Trust, which issuance occurred in 2004. Shares owned by the Trust
are accounted for at fair value as a reduction of shareholders' equity. Shares
of common stock will be voted by the trustee in the same proportion as those
voted by the Company's employees participating in the Company's 401(k) plan.
Preferred Stock
At December 31, 2003, the Company has authority to issue up to 2.0 million
shares of preferred stock, par value $10 per share.
104
<PAGE>
Series A Preferred Stock Rights Agreement
Under the Amended and Restated Rights Agreement dated as of September 2003,
holders of common stock have rights to purchase a new Series A Participating
Cumulative Preferred Stock (the "Series A Preferred Stock") of the Company at
the rate of one right for each share of common stock. Each right, if and when it
becomes exercisable, will entitle the holder to purchase one-thousandth of a
share of Series A Preferred Stock at a purchase price of $60.00, subject to
adjustment.
Each fractional share of Series A Preferred Stock will be entitled to
participate in dividends and to vote on an equivalent basis with one whole share
of common stock. Each right will not be exercisable until after a third party
acquires more than 15% of the total voting rights of all outstanding common
stock or on specific dates as may be designated by the Board after commencement
of a tender offer or exchange offer by a third party for more than 15% of the
total voting rights of all outstanding common stock.
If after the rights become exercisable, the Company is acquired in a merger or
other business combination, each right will entitle the holder to purchase, for
the purchase price, common stock of the surviving or acquiring company having a
market value of twice the purchase price. In the event a third party acquires
more than 15% of all outstanding common stock, the rights will entitle each
holder to purchase, at the purchase price, that number of fractional shares of
Series A Preferred Stock equivalent to the number of shares of common stock
which at the time of the triggering event would have a market value of twice the
purchase price. As an alternative to the purchase described in the previous
sentence, the Board may elect to exchange the rights for other forms of
consideration, including that number of shares of common stock obtained by
dividing the purchase price by the market price of the common stock at the time
of the exchange or for cash equal to the purchase price. The rights may be
redeemed by the Company at a price of $0.01 per right and expire on September
25, 2007.
Series C Convertible Preferred Stock
On August 15, 2002 the Company redeemed all 21,433 outstanding shares of the
$31.25 Series C Cumulative Preferred Stock for $506.25 per share, or $10.8
million, including a $0.6 million premium on the redemption. The premium
represents the excess of cash paid to holders over the carrying value of the
shares redeemed.
NOTE 18 - INCOME TAXES
- --------------------------------------------------------------------------------
The provision (benefit) for income taxes from continuing operations consists of
the following:
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------
Current tax provision
U.S. federal $ - 12.0 3.5
State 1.0 3.1 3.5
Foreign 24.5 25.8 23.9
- --------------------------------------------------------------------------------
25.5 40.9 30.9
- --------------------------------------------------------------------------------
Deferred tax provision (benefit)
U.S. federal (8.6) 2.1 3.4
State 20.4 (4.1) (4.1)
Foreign 18.4 1.5 (5.1)
- --------------------------------------------------------------------------------
30.2 (0.5) (5.8)
- --------------------------------------------------------------------------------
$ 55.7 40.4 25.1
================================================================================
105
<PAGE>
The U.S. federal current income tax provisions on continuing operations in 2002
and 2001 are offset by U.S federal current tax benefits included in the loss
from discontinued operations.
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholders'
equity.
The components of the net deferred tax asset are as follows:
<TABLE>
<CAPTION>
December 31,
- --------------------------------------------------------------------------------------------------
(In millions) 2003 2002
- --------------------------------------------------------------------------------------------------
<S> <C>
Deferred tax assets
Accounts receivable $ 6.8 10.9
Postretirement benefits other than pensions 178.2 164.3
Pension liabilities 35.4 49.4
Multi-employer pension plan withdrawal liabilities 18.2 12.2
Workers' compensation and other claims 47.3 45.9
Deferred revenue 58.0 54.4
Other assets and liabilities 149.9 138.8
Net operating loss carryforwards 53.2 54.1
Alternative minimum tax credits 63.3 52.5
- --------------------------------------------------------------------------------------------------
Subtotal 610.3 582.5
Valuation allowances (38.5) (9.8)
- --------------------------------------------------------------------------------------------------
Total deferred tax assets 571.8 572.7
- --------------------------------------------------------------------------------------------------
Deferred tax liabilities
Property and equipment, net 116.2 80.0
Prepaid pension assets 5.5 3.8
Other prepaid assets 19.1 17.9
VEBA 36.8 6.4
Other assets and miscellaneous 46.4 63.2
- --------------------------------------------------------------------------------------------------
Total deferred tax liabilities 224.0 171.3
- --------------------------------------------------------------------------------------------------
Net deferred tax asset $ 347.8 401.4
==================================================================================================
Included in:
Current assets $ 91.7 81.3
Noncurrent assets 282.7 349.3
Current liabilities, included in accrued liabilities (0.1) (0.8)
Noncurrent liabilities (26.5) (28.4)
- --------------------------------------------------------------------------------------------------
Net deferred tax asset $ 347.8 401.4
==================================================================================================
</TABLE>
The valuation allowances relate to deferred tax assets in certain state and
non-U.S. jurisdictions. Based on the Company's historical and expected future
taxable earnings, management believes it is more likely than not that the
Company will realize the benefit of the existing deferred tax assets, net of
valuation allowances, at December 31, 2003.
106
<PAGE>
The following table accounts for the difference between the actual tax provision
from continuing operations and the amounts obtained by applying the statutory
U.S. federal income tax rate of 35% in 2003, 2002 and 2001 to the income from
continuing operations before income taxes.
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Income from continuing operations before income taxes:
United States $ 10.1 61.9 (6.6)
Foreign 63.8 47.9 70.0
- ---------------------------------------------------------------------------------------------------------
Total $ 73.9 109.8 63.4
=========================================================================================================
Tax provision computed at statutory rate $ 25.9 38.4 22.2
Increases (reductions) in taxes due to:
Adjustments to the valuation allowances 27.9 1.5 1.3
Federal benefit for increase in valuation allowance on
state deferred tax assets (5.9) - -
State income taxes (net of federal tax benefit exclusive of
valuation allowance) 2.9 (0.7) (0.4)
Goodwill amortization - - 2.1
Difference between total taxes on foreign income and the
U.S. federal statutory rate 0.6 1.5 (1.5)
Taxes provided on undistributed earnings of foreign equity
affiliates 3.7 - -
Changes in accrual for tax contingencies (6.7) (3.4) -
Adjustment of deferred tax accounts 5.0 1.6 -
Other 2.3 1.5 1.4
- ---------------------------------------------------------------------------------------------------------
Actual tax provision from continuing operations $ 55.7 40.4 25.1
=========================================================================================================
</TABLE>
The Company's income tax provision in 2003 includes $22.0 million of expense
related to fourth quarter adjustments to valuation allowances for certain state
and foreign deferred tax assets, net of the federal benefit of recording
valuation allowances on state deferred tax assets. The valuation allowances were
required due to the Company's assessment that these assets did not meet the
more-likely-than-not recognition criteria of SFAS No. 109.
Adjustments were made to the Company's deferred tax assets and liabilities in
2003 based on an analysis completed in 2003. In 2003 and 2002, the Company also
reversed contingency accruals related to favorable settlements of issues
relating primarily to the Company's U.S. federal tax returns.
As of December 31, 2003, the Company has not recorded U.S. federal deferred
income taxes on $224.3 million of undistributed earnings of its foreign
subsidiaries and equity affiliates. It is expected that these earnings will
either be permanently reinvested in operations outside the U.S. or, if
repatriated, will be substantially offset by tax credits. If the earnings were
remitted to the U.S. and no credits were available, additional U.S. tax expense
of $78.5 million would ultimately be recognized.
The Company's U.S. entities file a consolidated U.S. federal income tax return.
As of December 31, 2003, the Company had $63.3 million of alternative minimum
tax credits available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for these credits is unlimited.
107
<PAGE>
The tax benefit of net operating loss carryforwards as of December 31, 2003 was
$53.2 million and related to U.S. federal and various state and foreign taxing
jurisdictions. The gross amount of the net operating losses was $250.6 million
as of December 31, 2003. The expiration periods primarily range from 5 years to
an unlimited period.
The Company and its subsidiaries are subject to tax examinations in various U.S.
and foreign jurisdictions. While it is difficult to predict the final outcome of
the various issues that arise during an examination, the Company believes that
it has adequately provided for all contingent income tax liabilities and
interest.
NOTE 19 - SUPPLEMENTAL CASH FLOW INFORMATION
- --------------------------------------------------------------------------------
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------
Cash paid for:
Interest $ 23.9 22.7 31.1
Income taxes, net 25.3 14.8 20.1
================================================================================
NOTE 20 - OTHER OPERATING INCOME, NET
- --------------------------------------------------------------------------------
Years Ended December 31,
(In millions) 2003 2002 2001
- --------------------------------------------------------------------------------
Gains on sale of operating assets, net $ 6.4 - -
Foreign currency transaction gains, net 3.2 2.0 4.0
Share of earnings of equity affiliates 0.3 1.2 3.4
Royalty income 1.7 1.3 1.3
Other 4.0 0.7 3.9
- --------------------------------------------------------------------------------
Total $ 15.6 5.2 12.6
================================================================================
NOTE 21 - OTHER NONOPERATING INCOME (EXPENSE), NET
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
(In millions) 2003 2002 2001
- -----------------------------------------------------------------------------------------
<S> <C>
Gain on monetization of coal royalty agreement $ 2.6 - -
Gains (losses) on sale of marketable securities (0.2) 0.8 4.0
Discounts and other fees of accounts receivable
securitization program (1.7) (1.6) (4.0)
Other, net 1.6 (4.4) 0.2
- -----------------------------------------------------------------------------------------
Total $ 2.3 (5.2) 0.2
=========================================================================================
</TABLE>
108
<PAGE>
NOTE 22 - RISK MANAGEMENT
- --------------------------------------------------------------------------------
The Company has risk management policies designed to protect the earnings and
cash flows of the Company from adverse fluctuations in interest rates, commodity
prices and foreign exchange rates. The Company utilizes derivative and
non-derivative financial instruments in order to manage these risks. The Company
does not use derivative financial instruments for purposes other than hedging
underlying commercial or financial exposures of the Company. The risk that
counterparties to these derivative financial instruments may be unable to
perform is minimized by limiting the counterparties to major financial
institutions with investment grade credit ratings. The Company does not expect
to incur a loss from the failure of any counterparty to perform under the
agreements.
Derivative Financial Instruments and Hedging Activities
Interest Rate Risk Management
The Company's interest-bearing debt and certain other obligations are subject to
interest rate fluctuation risk. The Company's risk management policy requires
that the Company maintain certain ratios between fixed and floating rate
obligations. The Company utilizes derivative financial instruments such as
interest rate swaps to assist in meeting this objective. The Company has
designated its interest rate swaps as cash flow hedges for accounting purposes.
The Company has entered into interest rate swaps that effectively change a
portion of the variable cash flows from floating rates to fixed rates. The
notional amounts of the swaps outstanding at December 31, 2003 are $50.0 million
through August 2005.
Changes in fair value on interest rate swaps are initially recorded in other
comprehensive income (loss); they are subsequently reclassified to nonoperating
expense (for hedges related to the accounts receivable securitization facility)
and to interest expense (for hedges related to debt) in the same period in which
the variable cash flows affect earnings. Any ineffectiveness in the hedging
relationship is recognized immediately in earnings. During each of the three
years ended December 31, 2003, no significant amounts were included in earnings
as a result of the interest rate swaps being ineffective. For the three years
ended December 31, 2003, no amounts were excluded from the assessment of
effectiveness. At December 31, 2003, $0.8 million of unrecognized pretax loss
was included in accumulated other comprehensive loss and of this amount, $0.7
million is expected to be recognized in earnings in 2004.
Commodities Price Risk Management
The Company consumes various commodities in the normal course of its business
and utilizes derivative financial instruments to minimize the variability in
forecasted cash flows due to price movements in certain of these commodities.
Transactions involving commodities in continuing operations that are the subject
of the Company's risk management policy are purchases of jet fuel for BAX
Global's North America fleet operations.
The Company enters into swap contracts and collars to hedge a portion of its
forecasted jet fuel purchases for use in the BAX Global aircraft operation. In
addition, depending on market conditions, the Company has charged its customers
a fuel surcharge to offset the effects of high jet fuel prices. At December 31,
2003, the outstanding notional amount of swap contracts for jet fuel totaled 8
million gallons.
Prior to the February 2004 sale of its gold operations, the Company entered into
forward gold sales contracts to fix the selling price on a portion of forecasted
gold sales. As part of the sale of the business, the buyer assumed all remaining
derivative financial instruments at the date of the sale.
During 2003, the Company utilized forward sales contracts and option strategies
to hedge the selling price on a portion of its forecasted natural gas sales. The
Company exited the natural gas business in 2003.
109
<PAGE>
The Company has designated its commodity hedges as cash flow hedges for
accounting purposes. Effectiveness is assessed based on the total changes in the
estimated present value of cash flows for its jet fuel and natural gas hedges.
The effectiveness of gold hedges is assessed based on changes in the spot rate
of gold and other changes in expected cash flows are excluded from the
assessment.
For jet fuel swaps, the changes in fair value are recorded in other
comprehensive income (loss) and subsequently reclassified to earnings, as a
component of operating expenses, in the same period as the jet fuel is used. For
natural gas and gold contracts prior to the sale of these businesses, the
changes in fair value were recorded in other accumulated comprehensive income
(loss) and subsequently reclassified to earnings, as a component of discontinued
operations.
(In millions, except number of months) Jet Fuel
- --------------------------------------------------------------------------------
Amounts recognized in 2003 pretax earnings:
Ineffective amounts $ 0.1
Amounts excluded in assessment of effectiveness -
Net gain in other comprehensive income (loss) at December 31, 2003
expected to be reclassified to earnings in 2004 $ 0.4
Maximum number of months hedges outstanding 12
- --------------------------------------------------------------------------------
Foreign Currency Risk Management
The Company is exposed to foreign currency exchange fluctuations due to certain
transactions to which the Company is a party. Some customers are billed for BAX
Global's services in currencies that are different than the functional currency
of the subsidiary that recognizes the sale. Some transportation costs incurred
by BAX Global's non-U.S. subsidiaries are denominated in currencies that are
different than the subsidiaries' functional currency. The Company's BAX Global
operation has a wholly owned international subsidiary that serves as a finance
coordination center. The subsidiary has the U.S. dollar as its functional
currency, and has intercompany receivables and payables that are not denominated
in U.S. dollars.
The Company utilizes foreign currency forward contracts to minimize the
variability in cash flows due to changes in foreign currency values. The
Company's foreign currency forward contracts provide an economic hedge of the
risk associated with changes in currency rates on the related assets and
liabilities. Changes in the fair value of foreign currency forward contracts are
reported in earnings in the same period that the foreign currency transaction
gains and losses on the related assets and liabilities are reported.
As of December 31, 2003, the maximum length of time over which the Company is
hedging its exposure to the variability in future cash flows associated with
forecasted foreign currency denominated transactions is six months.
Non-Derivative Financial Instruments
Non-derivative financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and cash equivalents
and trade receivables. The Company places its cash and cash equivalents with
high-credit-quality financial institutions and the Company limits the amount of
credit exposure to any one financial institution. Concentrations of credit risk
with respect to trade receivables are reduced as a result of the diversification
benefit provided by the large number of customers comprising the Company's
customer base, and their dispersion across many different industries and
geographic areas. Credit limits, ongoing credit evaluation and
account-monitoring procedures are utilized to minimize the risk of loss from
nonperformance on trade receivables.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value because of the short-term
nature of these instruments.
110
<PAGE>
The fair value of the Company's floating-rate short-term and long-term debt
approximates the carrying amount. The fair value of the Company's significant
fixed rate long-term debt is described below. Fair value is estimated by
discounting the future cash flows using rates for similar debt instruments at
the valuation date.
December 31,
2003 2002
- -------------------------------------------------------------------------------
Fair Carrying Fair Carrying
(In millions) Value Values Value Values
- -------------------------------------------------------------------------------
Senior Notes $ 107.2 95.0 107.3 95.0
DTA bonds 48.0 43.2 53.1 43.2
===============================================================================
NOTE 23 - OTHER COMMITMENTS AND CONTINGENCIES
- --------------------------------------------------------------------------------
Purchase Obligations
ACMI Agreements
At December 31, 2003, the Company had aircraft, crew, maintenance and insurance
("ACMI") agreements with third parties to provide aircraft usage and services to
BAX Global, which expire in 2004. The fixed and determinable portion of the
obligations under ACMI agreements aggregate approximately $13.0 million in 2004.
Amounts purchased under these arrangements, including any variable component
based on hours of usage, were $49.5 million in 2003, $49.4 million in 2002 and
$63.4 million in 2001.
Other
At December 31, 2003, the Company had noncancelable commitments to purchase
$12.5 million of equipment and $6.5 million of computer processing and
consulting services.
Former Coal Operations
At December 31, 2003, the Company had obligations of $24.4 million under mineral
lease agreements that give it the right to access and mine coal properties in
exchange for required minimum annual payments. Because the Company does not
intend to produce coal in the future, the Company has recorded a $13.4 million
liability based on the present value of these obligations.
Future advance minimum royalty payments due under the mineral lease agreements
at December 31, 2003 were as follows:
Advanced Minimum
(In millions) Royalty Payments Due
- --------------------------------------------------------
2004 $ 0.8
2005 2.5
2006 1.6
2007 1.6
2008 1.1
Later years 16.8
- --------------------------------------------------------
$ 24.4
========================================================
Amounts paid by the Company's former coal operations under arrangements that
were charged to expense were $0.5 million in 2003, $6.6 million in 2002 and $9.8
million in 2001.
111
<PAGE>
Federal Black Lung Excise Tax
In 1999, the U.S. District Court of the Eastern District of Virginia entered a
final judgment in favor of certain of the Company's subsidiaries, ruling that
the Federal Black Lung Excise Tax ("FBLET") is unconstitutional as applied to
export coal sales. Through December 31, 2003, the Company had received refunds
including interest of $27.2 million, including $2.8 million received in 2003.
The Company continues to pursue the refund of other FBLET payments. Due to
uncertainty as to the ultimate receipt of additional amounts, if any, which
could amount to as much as $18 million (before income taxes), the Company has
not recorded receivables for additional FBLET refunds.
Litigation
The Company is defending potentially significant civil suits. Although the
Company is defending these cases vigorously and believes that its defenses have
merit, it is possible that one or more of these suits ultimately may be decided
in favor of the plaintiffs. If so, the Company expects that the ultimate amount
of unaccrued losses could range from $0 to $40 million.
Surety Bonds
The Company is required by various state and federal laws to provide security
with regard to its obligations to pay workers' compensation, to reclaim lands
used for mining by the Company's former coal operations and to satisfy other
benefits. As of December 31, 2003, the Company had outstanding surety bonds with
third parties totaling approximately $178 million that it has arranged in order
to satisfy the various security requirements. Most of these bonds provide
financial security for previously recorded liabilities. Because some of the
Company's reclamation obligations have been assumed by purchasers of the
Company's former coal operations, $13 million of the Company's surety bonds are
expected to be replaced by purchasers' surety bonds after the mining permits
with the state are transferred. Surety bonds are typically renewable on a yearly
basis; however, there can be no assurance the bonds will be renewed or that
premiums in the future will not increase. If the surety bonds are not renewed,
the Company believes that it has adequate available borrowing capacity under its
U.S. credit facility to provide letters of credit or other collateral to secure
its obligations.
The Company is in the process of transferring mining permits to buyers of its
former coal interests. Until the permits are transferred, the Company is
contingently liable for the reclamation of these mining sites.
Environmental Remediation
The Company has agreed to pay a portion of the remediation costs arising from
hydrocarbon contamination at a formerly owned petroleum terminal facility
("Tankport") in Jersey City, New Jersey, which was sold in 1983. The Company is
in the process of completing remediation of the site under an approved plan. In
the fourth quarter of 2003, the Company and a third party reached an agreement
that establishes the allocation of past costs related to the recovery of
environmental costs, and as a result, the Company recognized a $5.3 million
pretax gain in discontinued operations. The Company estimates its portion of the
remaining clean-up and operational and maintenance costs to be $2.5 million.
112
<PAGE>
NOTE 24 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2003 Quarters 2002 Quarters
(In millions, except per share amounts) 1st 2nd 3rd 4th 1st 2nd 3rd 4th
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues $ 928.9 960.6 999.4 1,109.7 $ 889.5 908.7 943.1 992.5
Operating profit 0.0 13.2 22.4 64.2 34.7 33.3 34.4 29.9
Income (loss) from:
Continuing operations $ (3.2) 5.6 11.5 4.3 $ 17.4 17.6 21.3 13.1
Discontinued operations 1.5 0.5 38.5 (29.3) (9.3) 1.5 0.8 (36.3)
- ----------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1.7) 6.1 50.0 (25.0) $ 8.1 19.1 22.1 (23.2)
================================================================================================================
Net income (loss) per common share:
Basic and diluted:
Continuing operations $ (0.06) 0.11 0.22 0.08 $ 0.33 0.33 0.39 0.25
Discontinued operations 0.03 0.00 0.72 (0.55) (0.18) 0.03 0.02 (0.69)
- ----------------------------------------------------------------------------------------------------------------
Basic and diluted $ (0.03) 0.11 0.94 (0.47) $ 0.15 0.36 0.41 (0.44)
================================================================================================================
Dividends declared per common share $ 0.025 0.025 0.025 0.025 $ 0.025 0.025 0.025 0.025
Stock prices:
High $ 18.81 16.40 18.25 23.34 $ 25.90 28.92 25.00 23.70
Low 12.36 12.39 14.38 17.65 20.50 22.20 18.60 17.50
================================================================================================================
</TABLE>
Earnings per share amounts for each quarter are required to be computed
independently. As a result, their sum may not equal the total year earnings
per share.
The Company's quarterly financial data has been reclassified to reflect the
Company's natural gas, timber and gold as part of discontinued operations.
The Company's common stock trades on the New York Stock Exchange as "BCO." Prior
to May 2003, the Company traded on the NYSE as "PZB". As of March 1, 2004, there
were approximately 3,015 shareholders of record of common stock.
113
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
Five Years in Review
<TABLE>
<CAPTION>
(In millions, except per share amounts) 2003 2002 2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Revenues and Income
Revenues $ 3,998.6 3,733.8 3,584.0 3,798.6 3,684.6
Income (loss) from continuing operations before
cumulative effect of change in accounting principle $ 18.2 69.4 38.3 (2.1) 107.7
Income (loss) from discontinued operations (a) 11.2 (43.3) (21.7) (202.5) (73.0)
Cumulative effect of change in accounting principle (b) - - - (52.0) -
- ---------------------------------------------------------------------------------------------------------------
Net income (loss) $ 29.4 26.1 16.6 (256.6) 34.7
===============================================================================================================
Financial Position
Property and equipment, net $ 873.2 871.2 915.5 925.8 930.4
Total assets 2,548.6 2,459.9 2,423.2 2,478.7 2,459.7
Long-term debt, less current maturities 221.5 304.2 257.4 313.6 395.1
Shareholders' equity 495.6 381.2 476.1 475.8 749.6
===============================================================================================================
Per Common Share (c)
Basic, net income (loss):
Continuing operations $ 0.34 1.31 0.74 - 2.55
Discontinued operations (a) 0.21 (0.83) (0.43) (4.07) (1.49)
Cumulative effect of change in accounting principle (b) - - - (1.04) -
- ---------------------------------------------------------------------------------------------------------------
Total basic $ 0.55 0.48 0.31 (5.11) 1.06
- ---------------------------------------------------------------------------------------------------------------
Diluted, net income (loss):
Continuing operations $ 0.34 1.30 0.73 (0.01) 2.18
Discontinued operations (a) 0.21 (0.82) (0.42) (4.07) (1.48)
Cumulative effect of change in accounting principle (b) - - - (1.04) -
- ---------------------------------------------------------------------------------------------------------------
Total diluted $ 0.55 0.48 0.31 (5.12) 0.70
- ---------------------------------------------------------------------------------------------------------------
Cash dividends $ 0.10 0.10 0.10 0.10 NM
===============================================================================================================
Per Common Share, pro forma for accounting change (b)
Basic, income (loss) from:
Continuing operations $ 0.34 1.31 0.74 - 2.46
Discontinued operations 0.21 (0.83) (0.43) (4.07) (1.49)
- ---------------------------------------------------------------------------------------------------------------
Total basic, pro forma $ 0.55 0.48 0.31 (4.07) 0.97
- ---------------------------------------------------------------------------------------------------------------
Diluted, income (loss) from:
Continuing operations $ 0.34 1.30 0.73 (0.01) 2.08
Discontinued operations 0.21 (0.82) (0.42) (4.07) (1.48)
- ---------------------------------------------------------------------------------------------------------------
Total diluted, pro forma $ 0.55 0.48 0.31 (4.08) 0.60
===============================================================================================================
Weighted Average Common Shares Outstanding
Basic 53.1 52.1 51.2 50.1 49.1
Diluted 53.2 52.4 51.4 50.1 49.3
===============================================================================================================
</TABLE>
114
<PAGE>
THE BRINK'S COMPANY
and subsidiaries
SELECTED FINANCIAL DATA (CONTINUED)
- --------------------------------------------------------------------------------
Five Years in Review
<TABLE>
<CAPTION>
(In millions, except per share amounts) 2003 2002 2001 2000 1999
- ------------------------------------------------------------------------------------------------------
<S> <C>
Per Pittston Brink's Group Common Share (c)
Basic net income N/A N/A N/A N/A 2.16
Diluted net income N/A N/A N/A N/A 2.15
Pro forma basic N/A N/A N/A N/A 2.03
Pro forma diluted N/A N/A N/A N/A 2.03
Cash dividends N/A N/A N/A N/A 0.10
======================================================================================================
Per Pittston BAX Group Common Share (c)
Basic net income $ N/A N/A N/A N/A 1.73
Diluted net income N/A N/A N/A N/A 1.72
Cash dividends N/A N/A N/A N/A 0.24
======================================================================================================
Per Pittston Minerals Group Common Share (c)
Basic net income (loss):
Continuing operations $ N/A N/A N/A N/A 0.89
Discontinued operations (a) N/A N/A N/A N/A (8.22)
- ------------------------------------------------------------------------------------------------------
Total basic $ N/A N/A N/A N/A (7.33)
- ------------------------------------------------------------------------------------------------------
Diluted net income (loss):
Continuing operations $ N/A N/A N/A N/A (1.01)
Discontinued operations (a) N/A N/A N/A N/A (7.60)
- ------------------------------------------------------------------------------------------------------
Total diluted $ N/A N/A N/A N/A (8.61)
- ------------------------------------------------------------------------------------------------------
Cash dividends $ N/A N/A N/A N/A 0.025
======================================================================================================
</TABLE>
(a) Income (loss) from discontinued operations reflects the operations and
losses on disposal of the Company's former coal, natural gas, timber and
gold operations. Some of the expenses recorded within discontinued
operations through 2002 are continuing after the disposition of the coal
business and are recorded within continuing operations in 2003. The expenses
that continue primarily consist of postretirement and other employee
benefits associated with Company-sponsored plans and black lung obligations;
and administrative and legal expenses to oversee residual assets and
retained benefit obligations. See note 6. In accordance with APB No. 30, the
Company included these expenses within discontinued operations for periods
prior to 2003. Beginning in 2003, expenses related to Company-sponsored
pension and postretirement benefit obligations, black lung obligations and
related administrative costs are recorded as a component of continuing
operations. The amount of expenses related to postretirement and other
employee benefits associated with the Company-sponsored plans and black lung
obligations that were charged to discontinued operations were $2 million,
$53 million, and $48 million for the years ended 2002, 2001, and 2000,
respectively. As required by APB No. 30, expenses recorded in 2000 include
both the actual expenses for that year plus an accrual of costs through the
expected disposal period, which at the time was expected to be the end of
2001. Expenses recorded in 2001 represent an estimate of costs for 2002 due
to the extension of the expected disposal period to the end of 2002. Future
adjustments to contingent liabilities will continue to be recorded within
discontinued operations.
(b) The Company's results for 2000 include a noncash after-tax charge of $52.0
million, or $1.04 per diluted share, to reflect the cumulative effect of a
change in accounting principle pursuant to guidance issued in Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
by the Securities and Exchange Commission in December 1999 and a related
interpretation issued in October 2000. Pro forma income (loss) per share
amounts in 1999 have been adjusted to show the effect of the change in
accounting as if it had been in effect for all periods presented.
(c) Prior to January 14, 2000, the Company was comprised of three separate
groups - Pittston Brink's Group, Pittston BAX Group, and Pittston Minerals
Group. The Pittston Brink's Group included the Brink's and BHS operations of
the Company. The Pittston BAX Group included the BAX Global operations of
the Company. The Pittston Minerals Group included the coal and other natural
resources operations of the Company. Also, prior to January 14, 2000, the
Company had three classes of common stock: Pittston Brink's Group Common
Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock") and
Pittston Minerals Group Common Stock ("Minerals Stock"), which were designed
to provide shareholders with separate securities reflecting the performance
of the Brink's Group, the BAX Group and the Minerals Group, respectively. On
December 6, 1999, the Company announced that its Board of Directors approved
the elimination of the tracking stock capital structure by an exchange of
all outstanding shares of Minerals Stock and BAX Stock for shares of Brink's
Stock. The exchange took place on January 14, 2000. The Brink's Company
common shares and per share amounts in 1999 are pro forma, computed using
the same exchange formula used in the January 14, 2000 exchange.
115
<PAGE>
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
- --------------------------------------------------------------------------------
The Board of Directors, as elected by the shareholders, is divided into three
classes, with the term of office of one of the three classes of directors
expiring each year, and with each class being elected for a three-year term.
Presently, there are ten members of the Board of Directors, nine of whom are
outside directors with broad experience in business, finance and public affairs.
Roger G. Ackerman /1/, /3/, /5/
Retired Chairman and Chief Executive Officer - Corning Incorporated (specialty
glass, ceramics and communications)
Betty C. Alewine /1/, /4/, /6/
Retired President and Chief Executive Officer - COMSAT Corporation (provider of
global satellite services and digital networking services and technology)
James R. Barker /1/, /2/, /3/
Chairman - The Interlake Steamship Co. (vessel owners and operators of self
unloaders); Vice Chairman - Mormac Marine Group, Inc. (vessel owners of oil
product carriers); and Vice Chairman - Moran Towing Corporation (tug and barge
owners and operators)
Marc C. Breslawsky /1/, /2/, /5/
President and Chief Executive Officer - Imagistics International Inc. (direct
sales, service and marketing of enterprise office imaging and document
solutions)
James L. Broadhead /1/, /3/, /6/
Retired Chairman and Chief Executive Officer - FPL Group, Inc. (public utility
holding company)
Michael T. Dan /1/
Chairman of the Board, Presi