SecProbe.io

CORRESP
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 filename1.htm

 May 22, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Energy & Transportation
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 The Brink’s Company

 Registration Statement on Form S-4

 File No. 333-295409

 Request for Effectiveness

 Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form S-4 (File No. 333-295409) filed by The Brink’s Company (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on April 29, 2026,
 as amended on May 22, 2026 (the “ Registration Statement ”).

 The Company hereby requests the Registration Statement be made effective at 9:00 a.m., Eastern Time, on May 27, 2026, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of
 1933, as amended.

 Please contact Adam Cromie at adam.cromie@sidley.com or (212) 839-5615 or Kayla West at kwest@sidley.com or (212) 839-8506 with any questions you may have concerning this letter, or if you
 require any additional information. Please notify Mr. Cromie or Mrs. West when this request for acceleration of effectiveness of the Registration Statement has been granted.

 [ Signature Page Follows ]

 Very truly yours,

 THE BRINK’S COMPANY

 By:

 /s/ Kristen Cook

 Name:

 Kristen Cook

 Title:

 Executive Vice President, Chief Legal Officer

 cc:
 Keith M. Townsend, Esq., King & Spalding LLP
 Rahul Patel, Esq., King & Spalding LLP
 Robert J. Leclerc, Esq., King & Spalding LLP
 Trevor G. Pinkerton, Esq., King & Spalding LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2026

Mark Eubanks
President and Chief Executive Officer
The Brink's Company
1801 Bayberry Court
P.O. Box 18100
Richmond, Virginia 23226

 Re: The Brink's Company
 Registration Statement on Form S-4
 Filed April 29, 2026
 File No. 333-295409
Dear Mark Eubanks:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Keith Townsend
</TEXT>
</DOCUMENT>

November 5, 2024
Kurt B. McMaken
Chief Financial Officer
The Brink's Company
1801 Bayberry Court
Richmond, VA 23226-8100
Re:The Brink's Company
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 29, 2024
File No. 001-09148
Dear Kurt B. McMaken:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

  The Brink’s Company

1801 Bayberry Court

P.O. Box 18100

Richmond, VA 23226-8100 U.S.A.

Tel: (804) 289-9600

October 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Yong Kim and Karl Hiller

    Re:

    The Brink’s Company

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Filed February 29, 2024

    File No. 001-09148

Ladies and Gentlemen:

On behalf of The Brink’s
Company (the “Company” or “Brink’s”), set forth below is the response to the
comments received from the staff (the “Staff”) of the Securities and Exchange Commission’s (the “Commission”)
Division of Corporation Finance (the “Division”) by letter dated September 23, 2024, with respect to the
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024
(the “Form 10-K”), File No. 001-09148. The Company’s General Counsel's office
reached out to Yong Kim from the Staff on September 26, 2024. Pursuant to that conversation, the Staff granted an extension to respond
to the comment letter until October 23, 2024.

For your convenience, our
responses are prefaced by the exact text of the Staff’s comments in bold, italicized text.

Form 10-K for the Fiscal Year Ended December 31,
2023

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 2

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, page 24

1.            We
note that you identify three non-GAAP measures when describing the purpose of your non-GAAP information on page 24, as "to report
our operating profit, income from continuing operations and earnings per share without certain income and expense items that do not reflect
the regular earnings of our operations." You indicate that you do not consider the excluded items to be reflective of your core operating
performance. However, you refer to pages 35-37 for the reconciliations which appear to cover not only those measures but also eight
additional non-GAAP measures, and it appears that you have another four non-GAAP measures on page 40 and 42.

Please revise your description
of purpose as necessary to explain your rationale for each non-GAAP measure that you present to comply with Item 10(e)(1)(i)(C) of
Regulation S-K; it should be clear why you believe each measure provides useful information to investors regarding your financial condition
and results of operations. Given that you identify measures of revenue, capital expenditures and financing leases as both GAAP and non-GAAP
measures, also revise the labels as necessary to identify the measures as either GAAP or non-GAAP.  Your disclosures should
provide appropriate and clear differentiation between GAAP and non-GAAP measures.

Given that the excluded
items listed on page 28 include various recurring costs such as reorganization and restructuring, acquisitions and dispositions,
and the effects of inflation, please also expand your discussion and analysis of the non-GAAP measures on page 25 to clarify
the nature of the recurring costs that have been excluded from your non-GAAP measures and to explain why activity associated with the
costs is not relevant to understanding your core operating performance or regular earnings, in your view.

The Company acknowledges
the Staff’s comments and will revise the descriptions of non-GAAP measures in future filings to describe each non-GAAP measure
used in the filing and why the Company believes each measure provides useful information to investors regarding the Company’s financial
condition and results of operations. The Company will also revise labels of measures in future filings to clarify which measures are
GAAP and non-GAAP. Exhibit A attached hereto sets forth the relevant sections from the Form 10-K, revised to reflect this updated
disclosure. Exhibit A-1 provides a clean version of the proposed Management’s Discussion and Analysis language. Exhibit A-2
includes a version of such disclosure marked to show changes from the Form 10-K language. See page 15 of Exhibit A-1 for
example language of updated descriptions and rationale.

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 3

To provide more clarity in
future filings, where the GAAP and non-GAAP measures for the periods presented are the same (such as revenue, capital expenditures and
financing leases), references to “non-GAAP” with respect to those measures will be removed.

Future filings will also include
an expanded discussion of each non-GAAP adjustment describing the nature of the adjustment and why the Company believes it is not relevant
to core operating performance or regular earnings. Example expanded disclosure is included throughout Exhibit A-1 where each adjustment
is first described, including on pages 8-10 and 16. See also the response to comment 3 below for more background on the exclusion
of such items from the non-GAAP measures.

Income and Expense Not Allocated to Segments

Corporate Expenses, page 28

2.            We
note that the second table on page 28 is identified as “Other Items Not Allocated to Segments” although items within
the table are preceded by the label “Operating profit” and the sum of the items is labeled in an identical manner.
Please correct the labels utilized to characterize the amounts presented within the tabulation.

With regard to unallocated
costs, please disclose the criteria utilized to report such costs as either corporate expenses, which are in turn reflected in your non-GAAP
measures, or as other items which are excluded from your non-GAAP measures, and explain how that criteria serves to appropriately
differentiate between items that are representative of "core operating performance" or "regular earnings" and
items that are not, in your view.

The Company acknowledges the
Staff’s comments and will revise the “Other Items Not Allocated to Segments” table to provide clarifying labels and
descriptions. See page 7 of Exhibit A-1 for example language for such updated table.

The Company first considers
if items should be included or excluded from non-GAAP measures based on whether or not we consider them to be part of the Company’s
operations and revenue generating activities. Items that are included in non-GAAP measures are reported in either Corporate expenses or
in segment results. Items that are excluded from non-GAAP measures would otherwise have been in either Corporate or segment results and
are reported as Other Items not Allocated to Segments.

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 4

Corporate expenses include
costs to manage the global business and perform activities required by public companies, as well as other items that are considered part
of the Company’s operations and revenue generating activities, but are not considered when the chief operating decision maker ("CODM")
evaluates segment results. Examples include corporate staff compensation, corporate headquarters costs, regional management costs, share-based
compensation, and currency transaction gains and losses.

Other Items not Allocated
to Segments include income and expenses that are not necessary to operate the Company's business in the ordinary course and are not considered
when the CODM evaluates segment results. These include non-recurring, as well as certain recurring costs and gains. The Company believes
each of the items in the “Other Items Not Allocated to Segments” table is appropriately excluded from non-GAAP measures as
they are not considered to be part of the Company's operations and revenue generating activities. See pages 7-10 of Exhibit A-1
for additional disclosures to be provided in future filings regarding this criteria.

Non-GAAP Results Reconciled to GAAP, page 35

3.            Given
the emphasis you have placed on non-GAAP measures throughout MD&A, and considering language characterizing your non-GAAP measures
as more representative of core operating performance and regular earnings than the corresponding GAAP measures, it is unclear how you
have considered our Compliance and Disclosure Interpretations (C&DI's) on Non-GAAP measures in formulating your disclosures.

 · Provide us with an analysis of each adjustment showing how you considered the guidance
in Question 100.01 of our C&DI's, as to whether the excluded item represents a normal, recurring, cash operating expense necessary
to operate your business, and explaining how your exclusion of any amount designated as such would not cause the resulting measure to
be misleading in your view.

 · Please address the guidance in Question 102.10(c) of our C&DI's with respect to your presentation
of non-GAAP measures in each section of your discussion and analysis, and submit the revisions that you propose to restore balance to
the disclosures and to avoid giving undue prominence to your presentation of non-GAAP measures.

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 5

You may view the C&DI's on Non-GAAP
measure at the following address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm.

The Company acknowledges the
Staff’s comment and has considered the guidance set forth in Question 100.01 of the Staff’s C&DIs. When the Company adjusts
for costs and gains in determining non-GAAP measures, the Company evaluates the nature and effect of the excluded items and whether or
not these items impact the Company’s operations and revenue generating activities. Based on those evaluations, the Company considers
whether the exclusion of a cost or gain could be viewed as misleading. The Company believes the exclusions are not misleading because
each item is non-recurring and/or not representative of the ongoing operations of the Company’s business, as described below:

 · Reorganization and Restructuring

 ○ These net charges relate to the Company's previously announced 2022 Global Restructuring Plan and other
targeted restructuring actions, primarily severance charges and asset impairment losses. The 2022 Global Restructuring Plan was designed
to, among other things, establish a more efficient operating structure post-COVID-19 pandemic and anticipate potential macroeconomic challenges
in light of the COVID-19 pandemic. Other restructuring actions were primarily in response to the COVID-19 pandemic and
decision to exit a line of business in the Company's Canada operating unit.  Due to
the unusual nature of the underlying events that led to these actions, the charges are not considered part of the Company’s operations
and revenue generating activities. Management has excluded these amounts when evaluating internal performance.  As such, they have
not been allocated to segment or Corporate results and are excluded from non-GAAP results.

 · Acquisitions and dispositions

 ○ Certain acquisition and disposition items, such as amortization expense for acquisition-related intangible
assets, integration, transaction, restructuring and certain compensation costs, are not part of the Company’s operations and revenue
generating activities. Additionally, amortization expense is a non-cash expense. All of the items are significantly impacted by the timing
and nature of acquisitions and dispositions, and many are inconsistent in amount and frequency. Management has excluded these amounts
when evaluating internal performance.  Therefore, the Company has not allocated these amounts to segment or Corporate results and
has excluded these amounts from non-GAAP results.

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 6

 · Argentina highly inflationary impact

 ○ As a result of the Company designating Argentina's economy as highly inflationary in 2018, Argentine peso-denominated
monetary assets and liabilities are remeasured at each balance sheet date, with remeasurement gains and losses recognized in earnings.
In addition, nonmonetary assets retain a higher historical basis, resulting in higher incremental expense being recognized when the assets
are consumed.  These are non-cash charges, and not part of the Company’s operations and revenue generating activities. Management
has excluded these amounts when evaluating internal performance.  As such, they have not been allocated to segment or Corporate results
and are excluded from non-GAAP results.

 · Transformation initiatives

 ○ During 2023, the Company initiated a multi-year program intended to transform its business model and standardize
systems and processes to achieve accelerated growth and margin expansion. The transformation costs primarily include third-party professional
services and project management charges. As these costs relate to a discrete program and are not reflective of the Company's ongoing operating
cost structure, they are not indicative of the Company’s core operating expenses or normal activities. Additionally, management
has excluded these amounts when evaluating internal performance.  As such, they have not been allocated to segment or Corporate results
and are excluded from non-GAAP results.

 · Non-routine auto loss matter:

 ○ In 2023, the Company recognized a charge related to litigation around a motor vehicle accident that resulted
in the death of a third party. Due to the unusual nature of the matter, including the unique circumstances of the claim, potential magnitude
of remedy, and variation from the Company’s ordinary-course litigation strategy, the Company considers the litigation as separate
and distinct from routine legal matters. Management does not believe that similar litigation will likely recur within the next two years,
and there have been no similar matters within the prior two years. Management has excluded these amounts when evaluating internal performance.
Therefore, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

  U.S. Securities and Exchange Commission

                         October 22, 2024

Page 7

 · Change in allowance estimate

 ○ The Company recorded a charge that resulted from revising its methodology in estimating its allowance
for doubtful accounts after experiencing significantly aged balances that arose primarily during the pandemic. The charge was not reflective
of the Company’s operations and revenue generating activities in the period the charge was recorded. Additionally, given the unusual
nature of the events that led to the charge (i.e., the COVID-19 pandemic), a similar charge is not reasonably likely to recur within two
years, nor were similar costs incurred within the prior two years. Management has excluded these amounts when evaluating internal
performance. Therefore, they have not been allocated to segment or Corporate results and are excluded from non-GAAP results.

 · Ship loss matter

 ○ In 2022, the Company recorded a charge for an estimated probable loss associated with a claim from a ship
owner. In 2015, the Company placed cargo containing customer valuables on a ship which suffered extensive damages and losses of cargo.
The Company’s cargo did not suffer any damage. However, the ship owner declared a "general average claim," an ancient
maritime law principle, to recover losses from customers with undamaged cargo based on the pro rata value of ship cargo. Due to the unusual
nature of the events that led to the charge, a similar charge is not reasonably likely to recur within two years, nor were similar costs
incurred within the prior two years. Management has excluded this amount when evaluating internal performance. Therefore, it has not been
allocated to segment or Corporate results and is excluded from non-GAAP results.

 · Chile antitrust matter

 ○ The Company has recorded charges for a contingent loss associated wi

September 23, 2024
Kurt B. McMaken
Chief Financial Officer
The Brink's Company
1801 Bayberry Court
Richmond, VA 23226-8100
Re:The Brink's Company
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 29, 2024
File No. 001-09148
Dear Kurt B. McMaken:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24
We note that you identify three non-GAAP measures when describing the purpose of your
non-GAAP information on page 24, as "to report our operating profit, income from
continuing operations and earnings per share without certain income and expense items
that do not reflect the regular earnings of our operations ." You indicate that you do not
consider the excluded items to be reflective of your core operating performance.
However, you refer to pages 35-37 for the reconciliations which appear to cover not only
those measures but also eight additional non-GAAP measures, and it appears that you
have another four non-GAAP measures on page 40 and 42.

Please revise your description of purpose as necessary to explain your rationale for each
non-GAAP measure that you present to comply with Item 10(e)(1)(i)(C) of Regulation S-
K; it should be clear why you believe each measure provides useful information to
investors regarding your financial condition and results of operations. Given that you
identify measures of revenue, capital expenditures and financing leases as both GAAP 1.

September 23, 2024
Page 2
and non-GAAP measures, also revise the labels as necessary to identify the measures as
either GAAP or non-GAAP.  Your disclosures should provide appropriate and clear
differentiation between GAAP and non-GAAP measures.

Given that the excluded items listed on page 28 include various recurring costs such as
reorganization and restructuring, acquisitions and dispositions, and the effects of inflation,
please also expand your discussion and analysis of the non-GAAP measures on page 25 to
clarify the nature of the recurring costs that have been excluded from your non-GAAP
measures and to explain why activity associated with the costs is not relevant to
understanding your core operating performance or regular earnings, in your view.

Income and Expense Not Allocated to Segments
Corporate Expenses, page 28
2.We note that the second table on page 28 is identified as “Other Items Not Allocated to
Segments” although items within the table are preceded by the label “Operating profit”
and the sum of the items is labeled in an identical manner.  Please correct the labels
utilized to characterize the amounts presented within the tabulation.

With regard to unallocated costs, please disclose the criteria utilized to report such costs
as either corporate expenses, which are in turn reflected in your non-GAAP measures, or
as other items which are excluded from your non-GAAP measures, and explain how
that criteria serves to appropriately differentiate between items that are representative of
"core operating performance" or "regular earnings" and items that are not, in your view.

Non-GAAP Results Reconciled to GAAP, page 35
Given the emphasis you have placed on non-GAAP measures throughout MD&A, and
considering language characterizing your non-GAAP measures as more representative of
core operating performance and regular earnings than the corresponding GAAP measures,
it is unclear how you have considered our Compliance and Disclosure Interpretations
(C&DI's) on Non-GAAP measures in formulating your disclosures.

Please address the following points.

•Provide us with an analysis of each adjustment showing how you considered the
guidance in Question 100.01 of our C&DI's, as to whether the excluded item
represents a normal, recurring, cash operating expense necessary to operate your
business, and explaining how your exclusion of any amount designated as such would
not cause the resulting measure to be misleading in your view.

•Please address the guidance in Question 102.10(c) of our C&DI's with respect to your
presentation of non-GAAP measures in each section of your discussion and analysis,
and submit the revisions that you propose to restore balance to the disclosures and to
avoid giving undue prominence to your presentation of non-GAAP measures.
 3.

September 23, 2024
Page 3
You may view the C&DI's on Non-GAAP measure at the following address:
https://www.sec.gov/corpfin/non-gaap-financial-measures.htm.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

June 11, 2018
Ronald Domanico
Chief Financial Officer
The Brink's Company
P.O. Box 18100
1801 Bayberry Court
Richmond, VA 23226-8100
Re:The Brink's Company
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 8-K
Furnished February 7, 2018
File No. 001-09148
Dear Mr. Domanico:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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filename1.htm

		Document

The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

April 27, 2018

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:     Theresa Brillant

Division of Corporation Finance                                                             Office of Transportation and Leisure

Re:

 The Brink's Company                                                                          Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 1, 2018

Form 8-K

Furnished February 7, 2018

File No. 001-09148

Dear Ms. Brillant:

As Executive Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated April 19, 2018 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comments of the Staff. For convenience of reference, the Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Form 10-K for Fiscal Year Ended December 31, 2017

Management's Discussion and Analysis of Financial Condition and Results of Operations

Operations, page 21

1. We note segment operating profit as a percent of segment revenue varies materially between each segment for each period presented.  In particular, the ratio for the North America segment is significantly lower than the ratio of the other two segments in each period.  Please disclose the material factors that cause variances in the trend of this ratio between the segments and that cause

U.S. Securities and Exchange Commission

April 27, 2018

Page 2

the North America segment ratio to be lower.  Refer to Item 303(a)(3)(iii) of Regulation S-K for guidance.

Response:

In accordance with Item 303(a)(3)(iii) of Regulation S-K referred to above, we will continue to provide as part of Management’s Discussion and Analysis of Financial Condition and Results of Operations a description of the specific items impacting the operating profits of each reportable segment.  In addition, our future filings will include incremental narrative discussion comparing our reportable segments’ operating profit margins in the Consolidated Operating Profit section of Results of Operations. To address this comment we added the following to our recently filed Form 10-Q for the quarter ending March 31, 2018.

Consolidated Operating Profit

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

Non-GAAP Results Reconciled to GAAP

Non-GAAP reconciled to GAAP, page 36

2. Please present with equal or greater prominence the comparable GAAP margin to the non-GAAP margin presented.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K for guidance.

Response:

The table of Non-GAAP Results Reconciled to GAAP in the Form 10-K for the Fiscal Year Ended December 31, 2017 referenced in your comment will be amended in future filings to include GAAP margin as noted below and highlighted in yellow:

U.S. Securities and Exchange Commission

April 27, 2018

Page 3

Non-GAAP reconciled to GAAP

 Years Ended December 31,

(In millions)

 2017

 2016

 2015

Revenues:

GAAP

 $

 3,347.0

 3,020.6

 3,061.4

Venezuela operations(b)

 (154.1

 )

 (109.4

 )

 (84.5

 )

Acquisitions and dispositions(b)

 —

 (2.8

 )

 —

Non-GAAP

 $

 3,192.9

 2,908.4

 2,976.9

Operating profit:

GAAP

 $

 273.9

 184.5

 96.4

Venezuela operations(b)

 (20.4

 )

 (18.5

 )

 45.6

Reorganization and Restructuring(b)

 22.6

 30.3

 15.3

Acquisitions and dispositions(b)

 5.3

 19.5

 10.2

Non-GAAP

 $

 281.4

 215.8

 167.5

Interest expense:

GAAP

 $

 (32.2

 )

 (20.4

 )

 (18.9

 )

Venezuela operations(b)

 0.1

 0.1

 —

Acquisitions and dispositions(b)

 1.1

 —

 —

Non-GAAP

 $

 (31.0

 )

 (20.3

 )

 (18.9

 )

Interest and other income (expense):

GAAP

 $

 (60.2

 )

 (39.1

 )

 (36.4

 )

Retirement plans(e)

 34.9

 31.5

 31.2

Venezuela operations(b)

 6.8

 2.5

 2.2

Acquisitions and dispositions(b)

 6.3

 0.5

 —

Prepayment penalties(f)

 8.3

 —

 —

Interest on Brazil tax claim(g)

 1.6

 —

 —

Non-GAAP

 $

 (2.3

 )

 (4.6

 )

 (3.0

 )

Provision for income taxes:

GAAP

 $

 157.7

 78.5

 66.5

Retirement plans(e)

 12.6

 11.3

 10.8

Venezuela operations(b)

 (12.7

 )

 (14.1

 )

 (5.5

 )

Reorganization and Restructuring(b)

 7.6

 7.4

 3.9

Acquisitions and dispositions(b)

 4.5

 1.8

 1.4

Prepayment penalties(f)

 0.2

 —

 —

Deferred tax valuation allowance(c)

 —

 (14.7

 )

 —

Interest on Brazil tax claim(g)

 0.5

 —

 —

Tax reform(h)

 (86.0

 )

 —

 —

Tax on accelerated income(d)

 0.4

 —

 (23.5

 )

Non-GAAP

 $

 84.8

 70.2

 53.6

Net income (loss) attributable to noncontrolling interests:

GAAP

 $

 6.9

 10.3

 (16.3

 )

Venezuela operations(b)

 (1.6

 )

 (4.4

 )

 21.2

Reorganization and Restructuring(b)

 0.8

 (0.8

 )

 —

Non-GAAP

 $

 6.1

 5.1

 4.9

GAAP margin

 8.2

 %

 6.1

 %

 3.1

 %

Non-GAAP margin

 8.8

 %

 7.4

 %

 5.6

 %

Amounts may not add due to rounding.

U.S. Securities and Exchange Commission

April 27, 2018

Page 4

Form 8-K Furnished February 7, 2018

Exhibit 99.1

Non-GAAP Results Reconciled to GAAP

Adjusted EBITDA, page 13

3. You presently reconcile "adjusted EBITDA" to "Income from continuing operations Non-GAAP."  Please reconcile "adjusted EBITDA" to the most directly comparable GAAP measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 103.01 and .02 of staff's Compliance and Disclosure Interpretation "Non-GAAP Financial Measures" for guidance.

Response:

To address the Staff’s comment, in future reconciliations, beginning with the results of the quarter ending on March 31, 2018 included in the Current Report on Form 8-K furnished April 25, 2018, we have incorporated an updated reconciliation approach for EBITDA. We will combine the various components of our reconciliation to provide a continuous reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA as set forth below:

 2017

 2018

 1Q

 2Q

 3Q

 4Q

 Full Year

 1Q

Adjusted EBITDA:

Net income (loss) attributable to Brink's - GAAP

 $

 34.7

 14.2

 19.9

 (52.1

 )

 16.7

 $

 22.3

Interest expense - GAAP

 4.8

 6.0

 7.7

 13.7

 32.2

 15.0

Income tax provision - GAAP

 14.4

 17.3

 16.4

 109.6

 157.7

 11.4

Depreciation and amortization - GAAP

 33.9

 34.6

 37.9

 40.2

 146.6

 38.8

EBITDA

 87.8

 72.1

 81.9

 111.4

 353.2

 87.5

Discontinued operations - GAAP

 —

 0.1

 —

 0.1

 0.2

 (0.2

 )

Retirement plans

 7.3

 8.6

 9.0

 10.0

 34.9

 8.8

Venezuela operations

 (13.7

 )

 4.1

 (2.6

 )

 (1.5

 )

 (13.7

 )

 (1.5

 )

Reorganization and Restructuring

 2.9

 4.9

 5.7

 6.1

 19.6

 2.5

Acquisitions and dispositions

 (1.0

 )

 1.3

 3.4

 (0.5

 )

 3.2

 5.6

Prepayment penalties

 —

 —

 6.5

 1.8

 8.3

 —

Interest on Brazil tax claim

 —

 —

 4.1

 (2.5

 )

 1.6

 —

Income tax rate adjustment

 (0.2

 )

 —

 0.2

 —

 —

 0.4

Share-based compensation

 4.5

 4.0

 4.0

 5.2

 17.7

 6.8

Adjusted EBITDA

 $

 87.6

 95.1

 112.2

 130.1

 425.0

 $

 109.9

***************

U.S. Securities and Exchange Commission

April 27, 2018

Page 5

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9533 or our Senior Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Ronald J. Domanico

Ronald J. Domanico

Executive Vice President
and Chief Financial Officer

cc:      McAlister C. Marshall, II, Esq.

April 19, 2018
Ronald Domanico
Chief Financial Officer
The Brink's Company
P.O. Box 18100
1801 Bayberry Court
Richmond, VA  23226-8100
Re:The Brink's Company
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 8-K
Furnished February 7, 2018
File No. 001-09148
Dear Mr. Domanico:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Management's Discussion and Analysis of Financial Condition and Results of Operations
Operations, page 21
1.We note segment operating profit as a percent of segment revenue varies materially
between each segment for each period presented.  In particular, the ratio for the North
America segment is significantly lower than the ratio of the other two segments in each
period.  Please disclose the material factors that cause variances in the trend of this ratio
between the segments and that cause the North America segment ratio to be lower.  Refer
to Item 303(a)(3)(iii) of Regulation S-K for guidance.

 FirstName LastNameRonald Domanico
 Comapany NameThe Brink's Company
 June 16, 2017 Page 2
 FirstName LastName
Ronald Domanico
The Brink's Company
April 19, 2018
Page 2
Non-GAAP Results Reconciled to GAAP
Non-GAAP reconciled to GAAP, page 36
2.Please present with equal or greater prominence the comparable GAAP margin to the non-
GAAP margin presented.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K for guidance.
Form 8-K Furnished February 7, 2018
Exhibit 99.1
Non-GAAP Results Reconciled to GAAP
Adjusted EBITDA, page 13
3.You presently reconcile "adjusted EBITDA" to "Income from continuing operations -
Non-GAAP."  Please reconcile "adjusted EBITDA" to the most directly comparable
GAAP measure.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 103.01
and .02 of staff's Compliance and Disclosure Interpretation "Non-GAAP Financial
Measures" for guidance.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Theresa Brillant at 202-551-3307 or Doug Jones at 202-551-3309 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561
September  19, 201 7

Ronald J. Domanico
Executive Vice President and Chief Financial Officer
The Brink’s Company
PO Box 18100
1801 Bayberry Court
Richmond VA 23226

Re: The Brink’s Company
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001 -09148

Dear Mr. Domanico :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

September 7, 2017

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:     Lyn Shenk, Branch Chief

Division of Corporation Finance

Re:

 The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001-09148

Dear Mr. Shenk:

As Executive Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated August 24, 2017 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comments of the Staff. For convenience of reference, the Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Note 1: Summary of Significant Accounting Principles, page 69

Principles of Consolidation, page 69

1.

 We note your response to our comment two.  You state that you do not believe that the Venezuelan government has enacted other sponsored regulations that effect your ability to control your Venezuelan operations. Further, you state that to the extent you have needed resources, you have been able to obtain them without monetary or operational restrictions. However, this appears contradictory to the disclosures made in your filing, which we referenced in our prior comment two. Specifically, you disclosed the following in your filing:

•

 Management’s inability to allocate, generate, or redeploy resources in-country or globally with respect to your Venezuela operations;

U.S. Securities and Exchange Commission

September 7, 2017

Page 2

•

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

•

 Highly inflationary environment;

•

 Fixed exchange rate policy;

•

 Continued currency devaluations; and

•

 Difficulty raising prices and controlling costs.

Please specifically address each of the disclosures we cited in our prior comment.

Response:

We acknowledge the Staff’s comment. The items mentioned above from Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Form 10-K filing describe reasons why management has considered the results of Venezuela as items of Income and Expense Not Allocated to Segments as mentioned on page 28.

We have evaluated our Venezuela business and determined that we retain control and therefore, it is appropriate to consolidate. However, our evaluation of those factors also leads us to conclude that it is not appropriate to include Venezuela results in our segment results.

We, respectfully, provide in the following paragraphs further discussion and support relating to our considerations of and decision to consolidate our Venezuelan subsidiary.

•

 Management’s inability to allocate, generate, or redeploy resources in-country or globally with respect to your Venezuela operations;

ASC 810-10-15-10(a)(1)(iii) states that a majority-owned subsidiary will not be consolidated if control does not rest with the majority owner if “The subsidiary operates under foreign exchange restrictions, controls, or other governmentally imposed uncertainties so severe that they cast significant doubt on the parent’s ability to control the subsidiary.” Significant judgment is involved in determining whether foreign exchange restrictions, controls, and other governmentally imposed restrictions are severe enough to result in a lack of control, such that deconsolidation is appropriate.

While there are some limitations in redeploying resources in-country based on the government’s limitation on terminating employees, the Company has been successful in operating its Venezuela operations with its current employee compliment and management has not had to make significant personnel decisions in-country. If needed, the Company believes it can obtain sufficient personnel resources to operate its business.

Management cannot redeploy Venezuela resources globally, which makes the operations largely independent from the rest of the global operations, but has not limited our operations in Venezuela. Furthermore, and due to the deteriorating conditions in Venezuela, our management has chosen not to allocate material financial and personnel resources to our

U.S. Securities and Exchange Commission

September 7, 2017

Page 3

Venezuela business. This decision requires our Venezuela business to be self-sustaining as further discussed in the next paragraph.

Our Venezuela business is profitable and self-sustaining. The business incurs costs in local currency in performing its contractual requirements and the local customers pay in local currency for services provided. Historically and during 2016, we successfully negotiated price increases with certain customers to address rising costs in light of inflation. While this business activity generated resources, those resources were deployed and consumed in-country. When certain items are needed to run the operation (airplane parts or other maintenance of equipment) the resources generated from the Venezuela business have been deployed to address those requirements.

We continue to believe that the factors disclosed as reasons why management considered the results of Venezuela as items of Income and Expense Not Allocated to Segments, although relevant to our Venezuela operations, have not negatively manifested themselves to create uncertainties so severe that they cast significant doubt on our ability to control our Venezuela subsidiary.

•

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

ASC 830-20-30-2 states, “If exchangeability between two currencies is temporarily lacking at the transaction date or the balance sheet date, the first subsequent rate at which exchanges could be made shall be used for purposes of this Subtopic. If the lack of exchangeability is other than temporary, the propriety of consolidating, combining, or accounting for the foreign operation by the equity method in the financial statements of the reporting entity shall be carefully considered.”

We acknowledge and have disclosed in Note 1 of our Form 10-K filings that our Venezuelan subsidiary has been unable to remit dividends due to currency controls maintained by the Venezuelan government. Taking this fact into careful consideration, the business model of Venezuela is such that its expenses, and the revenues that its services generate, are in the local Venezuelan currency of bolivars. In addition, we have occasionally been able to exchange bolivars for U.S. dollars locally to be used within Venezuela and our Venezuela operations have only required occasional immaterial monetary resources from outside the Venezuela business. While the inability to obtain dividends or U.S. dollars to redeploy to other parts of the global business contributes to management’s decision to exclude Venezuela from our segments, given the increases in the volume of currency in the Venezuelan market, and the fact that customers in Venezuela continue to engage Brink’s and pay for secure logistics services to transport local currency, we consider Brink’s Venezuela’s business activities to be ongoing and sustainable within the Venezuelan market. As such, we continue to successfully operate and maintain control the business for purposes of including Venezuela in our consolidated results.

•

 Highly inflationary environment;

•

 Fixed exchange rate policy;

U.S. Securities and Exchange Commission

September 7, 2017

Page 4

•

 Continued currency devaluations;

We, respectfully, provide a combined response to these three items of our disclosure.

Our Venezuela business has operated in a highly inflationary environment historically and also during 2016 and the fixed exchange rate policy in Venezuela causes inflation rates to far outpace the change in currency rates. As a consequence, results from our Venezuela operations, as remeasured in U.S. dollars, are often volatile and can make comparisons with prior periods difficult. Similarly, the continued currency devaluations cause the results of our Venezuela operations to be volatile and difficult to compare meaningfully with prior periods.

While the currency situation has impacted comparability between periods, our Venezuela business is profitable and self-sustaining, as discussed above. The business incurs costs in local currency in performing its contractual requirements and the local customers pay in local currency for services performed. In the past and also during 2016, we have successfully negotiated price increases with customers to address the rising costs of operating a business in an environment with high inflation. Our Venezuela business is self-sustaining and we have negotiated price increases to address the high inflation, although given the constant increases of inflation, the timeliness of those price increases has been challenging. The highly inflationary environment, fixed exchange rate policy and continued currency devaluations in Venezuela have not severely impacted our ability to control our Venezuela operations.

•

 Difficulty raising prices and controlling costs.

We have had difficulty in keeping up with inflation of costs in a timely manner; determining inflation, and applying inflationary cost increases retroactively. Nevertheless, we have been successful in obtaining contract price increases to help offset the cost increases caused by historically high inflation in Venezuela.

Taking all of the analysis above into consideration, we continue to believe that consolidation of our Venezuela operations is appropriate at this time. Our Venezuelan business is profitable and we do not require significant resources from outside the country to sustain our profitability. We intend to continue to provide management oversight and to monitor the sustainability of our Venezuela business.

We will continue to disclose in Note 1 – Summary of Significant Accounting Policies, information related to our Venezuela business and selected account balances. We will continue to evaluate the Venezuela business and the macroenvironment to carefully consider our consolidation of results from our Venezuela business. In addition, in Note 1 – Summary of Accounting Policies, Principles of Consolidation, we will make specific reference to the Venezuela section of Note 1 and, in the Venezuela section of the Note, we will add language in prospective filings (if applicable at that time), as follows:

U.S. Securities and Exchange Commission

September 7, 2017

Page 5

We continue to confirm that we control of our Venezuela business for purposes of consolidation of financial statements. Specifically, while the Venezuela government has imposed restrictions that prevent the repatriation of funds, management continues to provide guidance and strategic oversight, including budgeting and forecasting. In addition, in this highly inflationary economy, the Venezuela business has negotiated price increases with certain customers to help offset cost inflation. We will continue to carefully monitor the situation in Venezuela and the impact that the economic and political environment in that country has on our ability to control our Venezuela operations.

***************

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9533 or our Senior Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Ronald J. Domanico

Ronald J. Domanico

Executive Vice President
and Chief Financial Officer

cc:      McAlister C. Marshall, II, Esq.

Mail Stop 3561
August 24 , 2017

Ronald J. Domanico
Executive Vice President and Chief Financial Officer
The Brink’s Company
1801 Bayberry Court
Richmond VA 23226

Re: The Brink’s Company
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001 -09148
 Response Dated August  14, 2017

Dear Mr. Domanico :

We have reviewed your August  14, 2017  response to our comment letter  and have the
following comment .  Our comment ask s you to provide us with information so we may better
understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possi ble when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.
Unless we note otherwise, our re ferences to prior comments are to comments in our August 4 ,
2017  letter.

Note 1: Summary of Significan t Accounting Principles

Principles of Consolidation , page 69

1. We note your response to our prior comment two.  You state that you do not bel ieve that the
Venezuelan government has enacted other government sponsored regulations that effect your
ability to control your Venezuelan operations.  Further, you state that to the extent you have
needed resources, you have been able to obtain them witho ut monetary or operational
restrictions.  However, this appears contradictory to the disclosures made in your filing,
which we referenced in our prior comment two.  Specifically, you disclosed the following in
your filing:

Ronald J. Domanico
The Brink’s Company
August 24 , 2017
Page 2

  Management’s inability to alloca te, generate, or redeploy resources in -country or globally
with respect to your Venezuela operations;
 Continued inability to repatriate cash to redeploy to other operations or dividend to
shareholders;
 Highly inflationary environment;
 Fixed exchange rat e policy;
 Continued currency devaluations; and
 Difficulty raising prices and controlling costs.

Please specifically address each of the disclosures we cited in our prior comment.

You may contact Patrick Kuhn  at (202) 551 -3308  or me at (202) 551 -3380  with any
questions .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

		Document

The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

August 14, 2017

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:     Lyn Shenk, Branch Chief

Division of Corporation Finance

Re:

 The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001-09148

Dear Mr. Shenk:

As Executive Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated August 4, 2017 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comments of the Staff. For convenience of reference, the Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

 Non-GAAP Reconciled to GAAP, page 37

1.

 Please revise this presentation to include reconciling items within the reconciliations rather than cross-referencing to other tables within your filing.

Response:

We acknowledge the Staff’s comment. In future filings, when we include a non-GAAP financial measure, we will ensure that each reconciling item is included within the reconciliations rather than cross-referencing to other tables. We respectfully advise the staff that we will make these changes prospectively.

Set forth below is a copy of the above-referenced page 37 of our Annual Report on Form 10-K for the fiscal Year Ended December 31, 2016 adjusted to reflect the previously cross-referenced items. The reconciling items that were previously cross-

U.S. Securities and Exchange Commission

August 14, 2017

Page 2

referenced to other pages are highlighted in yellow and represent the changes we intend to make in our prospective filings in which we include non-GAAP financial measures.

Non-GAAP reconciled to GAAP

 Years Ended December 31,

(In millions)

 2016

 2015

 2014

Revenues:

GAAP

 $

 3,020.6

 3,061.4

 3,562.3

Venezuela operations(a)

 (109.4

 )

 (84.5

 )

 (211.8

 )

Acquisitions and dispositions(a)

 (2.8

 )

 —

 —

Non-GAAP

 $

 2,908.4

 2,976.9

 3,350.5

Operating profit (loss):

GAAP

 $

 144.2

 56.6

 (27.5

 )

Venezuela operations(a)

 (15.8

 )

 47.7

 97.9

Reorganization and Restructuring(a)

 30.3

 15.3

 21.8

Retirement plans(a)

 31.5

 31.2

 79.0

Acquisitions and dispositions(a)

 16.3

 6.0

 (49.4

 )

Share-based compensation adj.(a)

 —

 —

 2.4

Non-GAAP

 $

 206.5

 156.8

 124.2

Nonoperating expense:

GAAP

 $

 (19.2

 )

 (15.5

 )

 (21.5

 )

Venezuela operations(a)

 —

 0.1

 —

Non-GAAP

 $

 (19.2

 )

 (15.4

 )

 (21.5

 )

Provision for income taxes:

GAAP

 $

 78.5

 66.5

 36.7

Venezuela operations(a)

 (14.1

 )

 (5.5

 )

 (1.9

 )

Reorganization and Restructuring(a)

 7.4

 3.9

 6.1

Retirement plans(a)

 11.3

 10.8

 28.3

Acquisitions and dispositions(a)

 0.7

 0.1

 (22.7

 )

Share-based compensation adj.(a)

 —

 —

 0.4

Deferred tax valuation allowance(b)

 (14.7

 )

 —

 —

U.S. tax on accelerated U.S. income(c)

 —

 (23.5

 )

 —

Non-GAAP

 $

 69.1

 52.3

 46.9

Net income (loss) attributable to noncontrolling interests:

GAAP

 $

 10.3

 (16.3

 )

 (30.9

 )

Venezuela operations(a)

 (4.4

 )

 21.2

 36.6

Reorganization and Restructuring(a)

 (0.8

 )

 —

 0.7

Non-GAAP

 $

 5.1

 4.9

 6.4

U.S. Securities and Exchange Commission

August 14, 2017

Page 3

Income (loss) from continuing operations attributable to Brink's:

GAAP

 $

 36.2

 (9.1

 )

 (54.8

 )

Venezuela operations(a)

 2.6

 32.1

 63.2

Reorganization and Restructuring(a)

 23.7

 11.4

 15.0

Retirement plans(a)

 20.2

 20.4

 50.7

Acquisitions and dispositions(a)

 15.7

 5.9

 (26.7

 )

Share-based compensation adj.(a)

 —

 —

 2.0

Deferred tax valuation allowance(b)

 14.7

 —

 —

U.S. tax on accelerated U.S. income(c)

 —

 23.5

 —

Non-GAAP

 $

 113.1

 84.2

 49.4

Non-GAAP margin

 7.1

 %

 5.3

 %

 3.7

 %

Amounts may not add due to rounding.

(a)

 See “Other Items Not Allocated To Segments” on pages 28–30 for details.  We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance.

(b)

 There was a change in judgment resulting in a valuation allowance against certain tax attributes with a limited statutory carryforward period that are no longer more-likely-than-not to be realized due to lower than expected U.S. operating results, certain non-GAAP pre-tax items, and the timing of tax deductions related to executive leadership transition.

(c)

 The non-GAAP tax rate excludes the U.S. tax on a transaction that accelerated U.S. taxable income because it will be offset by foreign tax benefits in future years.

 Years Ended December 31,

(In millions)

 2016

 2015

 2014

Diluted EPS

GAAP

 $

 0.72

 (0.19

 )

 (1.12

 )

Venezuela operations(a)

 0.05

 0.64

 1.28

Reorganization and Restructuring(a)

 0.47

 0.23

 0.31

Retirement plans(a)

 0.39

 0.41

 1.03

Acquisitions and dispositions(a)

 0.32

 0.12

 (0.54

 )

Share-based compensation adj.(a)

 —

 —

 0.04

Deferred tax valuation allowance(b)

 0.29

 —

 —

U.S. tax on accelerated U.S. income(c)

 —

 0.47

 —

Non-GAAP

 $

 2.24

 1.69

 1.01

Amounts may not add due to rounding.

See page 38 for footnote explanations.

Note 1: Summary of Significant Accounting Principles, page 69

Principles of Consolidation

2.

 On page 28, you disclose management’s inability to allocate, generate, or redeploy resources in-country or globally with respect to your Venezuela operations. In addition, you cite other factors related to Venezuela including:

•

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

•

 Highly inflationary environment;

•

 Fixed exchange rate policy;

U.S. Securities and Exchange Commission

August 14, 2017

Page 4

•

 Continued currency devaluations; and

•

 Difficulty raising prices and controlling costs.

Please tell us what consideration you gave to accounting for your Venezuela operations by method other than consolidation. Refer to ASC 810-10-15-10(a)(1)(iii) and 830-20-30-2.

Response:

We acknowledge the Staff’s comment. ASC 810-10-15-10(a)(1)(iii) states that a majority-owned subsidiary will not be consolidated if control does not rest with the majority owner if “The subsidiary operates under foreign exchange restrictions, controls, or other governmentally imposed uncertainties so severe that they cast significant doubt on the parent’s ability to control the subsidiary.” Significant judgment is involved in determining whether foreign exchange restrictions, controls, and other governmentally imposed restrictions are severe enough to result in a lack of control, such that deconsolidation is appropriate.

We acknowledge and have disclosed in our Form 10-K filings that our Venezuelan subsidiary has been unable to remit dividends due to currency controls maintained by the Venezuelan government. However, we do not believe that the Venezuelan government has enacted other government sponsored regulations that effects our ability to control our Venezuelan operations. We, respectfully, provide in the following paragraphs a further discussion around why we believe we demonstrate an ability to consolidate our Venezuelan subsidiary.

Our Venezuela business is profitable and self-sustaining. The business incurs costs in local currency in performing its contractual requirements and the local customers pay in local currency for services provided. Historically and during 2016, we successfully negotiated price increases with customers to address rising costs in light of inflation. We believe this is an example of control. In addition, Brink’s executive management team continues to provide guidance and strategic oversight with respect to our Venezuela business, including budgeting and forecasting. The following are items considered in arriving at our determination that, despite the current challenges related to the macroeconomic environment in Venezuela, the Company continues to control and manage its investment in Venezuela.

•

 We have requested and successfully obtained price increases from customers that are necessary to keep up with inflationary factors and meet rising operating costs.

•

 We provide guidance and strategic oversight to the local Venezuela management who are responsible for executing on an annual budget and provide periodic budget/forecast updates during the year.

•

 We evaluate the on-going performance of our Venezuela management team in accordance with the Company’s stated goals and objectives allowing us to provide important management guidance to these individuals.

U.S. Securities and Exchange Commission

August 14, 2017

Page 5

•

 The Venezuelan government has not interfered with any aspect of our Venezuelan business operations, nor have they made any efforts to assume control of our business.

•

 From time to time we require truck and aircraft parts necessary to maintain our transportation fleet in Venezuela. When needed, we have been able to purchase and pay for these parts either by using local currency and/or U.S. dollars (See discussion below).

ASC 830-20-30-2 states, “If exchangeability between two currencies is temporarily lacking at the transaction date or the balance sheet date, the first subsequent rate at which exchanges could be made shall be used for purposes of this Subtopic. If the lack of exchangeability is other than temporary, the propriety of consolidating, combining, or accounting for the foreign operation by the equity method in the financial statements of the reporting entity shall be carefully considered.” While immaterial monetary resources are occasionally provided by Brink’s from outside of the Venezuela business, the business model of Venezuela is such that its expenses, and the revenues that its services generate, are in the local Venezuelan currency of bolivars. In addition, we have occasionally been able to exchange bolivars for U.S. dollars locally to be used within Venezuela. Given the increases in the volume of currency in the Venezuelan market, and the fact that customers in Venezuela continue to engage Brink’s and pay for secure logistics services to transport local currency, we consider Brink’s Venezuela’s business activities to be ongoing and sustainable within the Venezuelan market and not requiring significant outside operational resources to continue to successfully operate the business. It is our intention to continue to provide management in Venezuela with operational guidance and strategic oversight, with the day to day management provided by the local management team.

Taking all of the analysis above into consideration, we do not believe deconsolidating our Venezuela operations at this time is appropriate. Our Venezuelan business is profitable and we do not require significant resources from outside the country to sustain our profitability. To the extent we have needed resources we have been able to obtain them without monetary or operational restrictions. We intend to continue to provide management oversight and to monitor the sustainability of our Venezuela business.

We will continue to disclose in Note 1 – Summary of Significant Accounting Policies, information related to our Venezuela business and selected account balances and continue to evaluate the Venezuela business and the macroenvironment so that we can continue to carefully consider our consolidation of results from our Venezuela business.

***************

U.S. Securities and Exchange Commission

August 14, 2017

Page 6

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9533 or our Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Ronald J. Domanico

Ronald J. Domanico

Executive Vice President
and Chief Financial Officer

cc:      McAlister C. Marshall, II, Esq.

Mail Stop 3561
August 4, 2017

Ronald J. Domanico
Executive Vice President and Chief Financial Officer
The Brink’s Company
1801 Bayberry Court
Richmond VA 23226

Re: The Brink’s Company
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed February 24, 2017
File No. 001 -09148

Dear Mr. Domanico :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Non-GAAP Reco nciled to GAAP , page 37

1. Please revise this presentation to include reconciling items within the reconciliations rather
than cross -referencing to other tables within your filing.

Note 1 - Summary of Significant Accounting Policies

Principles of Consolida tion, page 69

2. On page 28, you disclose management’s inability to allocate, generate, or redeploy resources
in-country or globally with respect to your Venezuela operations.  In addition, you cite other
factors related to Venezuela including:

 Continued in ability to repatriate cash to redeploy to other operations or dividend to
shareholders;
 Highly inflationary environment;

Ronald J. Domanico
The Brink’s Company
August 4, 2017
Page 2

  Fixed exchange rate policy;
 Continued currency devaluations; and
 Difficulty raising prices and controlling costs.

Please tell us what consideration you gave to accounting for your Venezuelan operations by
method other than consolidation.  Refer to ASC 810 -10-15-10(a)(1)(iii) and 830 -20-30-2.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Patrick Kuhn  at (202) 551 -3308  or me  at (202) 551 -3380  if you have
questions .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

July 7, 2015

Joseph W. Dziedzic
Chief Financial Officer
The Brink’s Company
P.O. Box 18100
1801 Bayberry Court
Richmond, VA  23226 -8100

Re: The Brink’s Company
 Form 10-K for  Fiscal Year Ended December 31, 2014
Filed March 5, 2015
File No. 001 -09148

Dear Mr. Dziedzic :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

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		SECcommentletterresponse-draft3June26

The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

June 29, 2015

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:     Lyn Shenk, Branch Chief

Division of Corporation Finance

Re:

 The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 5, 2015
File No. 001-09148

Dear Mr. Shenk:

As Executive Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated June 17, 2015 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comments of the Staff. For convenience of reference, each Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Item 6. Selected Financial Data, page 19

1.

 We note your presentation of operating profit, income from continuing operations, and diluted EPS – continuing operations within the non-GAAP basis portion of your selected financial data. Please revise the titles of non-GAAP financial measures here and throughout the filing to reflect their adjusted nature to ensure that they are not confused with GAAP financial measures with the same or similar titles. Please refer to Item 10(e)(ii)(E) of Regulation S-K.

U.S. Securities and Exchange Commission

June 29, 2015

Page 2

Response:

We acknowledge the Staff’s comment.  We have reviewed  Item 10(e)(ii)(E) of Regulation S-K and will add the term “Non-GAAP” to each individual line item disclosed in the “Non-GAAP Basis*” section of our Selected Financial Data table.  We will also ensure the term “Non- GAAP” is included in reference to each individual Non-GAAP item used throughout our filings.  We respectfully request that we make these changes, prospectively, in our filings beginning with those related to second quarter 2015.

Set forth below is a copy of the above-referenced Item 6. Selected Financial Data, page 19 of Form 10-K for the Fiscal Year Ended December 31, 2014.  The items in the “Non-GAAP Basis*” section of the table that are highlighted in yellow represent the changes we intend to make in our prospective filings.

ITEM 6. SELECTED FINANCIAL DATA

 Five Years in Review

GAAP Basis

(In millions, except for per share amounts)

 2014

 2013

 2012

 2011

 2010

Revenues

 $

 3,562.3

 3,778.6

 3,577.6

 3,515.4

 2,810.7

Operating profit (loss)

 (27.5

 )

 163.2

 162.2

 199.7

 175.2

Income (loss) attributable to Brink’s

Continuing operations

 $

 (54.8

 )

 66.0

 102.3

 98.7

 82.9

Discontinued operations

 (29.1

 )

 (9.2

 )

 (13.4

 )

 (24.2

 )

 (25.8

 )

Net income (loss) attributable to Brink’s

 $

 (83.9

 )

 56.8

 88.9

 74.5

 57.1

Financial Position

Property and equipment, net

 $

 669.5

 758.7

 793.8

 749.2

 698.9

Total assets

 2,192.2

 2,498.0

 2,553.9

 2,406.2

 2,270.5

Long-term debt, less current maturities

 373.3

 330.5

 335.6

 335.3

 323.7

Brink’s shareholders’ equity

 434.0

 693.9

 501.8

 408.0

 516.2

Supplemental Information

Depreciation and amortization

 $

 161.9

 165.8

 148.4

 140.0

 116.6

Capital expenditures

 136.1

 172.9

 170.9

 176.0

 128.4

Earnings (loss) per share attributable to Brink’s common shareholders

Basic:

Continuing operations

 $

 (1.12

 )

 1.36

 2.12

 2.06

 1.72

Discontinued operations

 (0.59

 )

 (0.19

 )

 (0.28

 )

 (0.51

 )

 (0.54

 )

Net income (loss)

 $

 (1.71

 )

 1.17

 1.84

 1.56

 1.18

Diluted:

Continuing operations

 $

 (1.12

 )

 1.35

 2.11

 2.05

 1.71

U.S. Securities and Exchange Commission

June 29, 2015

Page 3

Discontinued operations

 (0.59

 )

 (0.19

 )

 (0.28

 )

 (0.50

 )

 (0.53

 )

Net income (loss)

 $

 (1.71

 )

 1.16

 1.83

 1.55

 1.18

Cash dividends

 $

 0.40

 0.40

 0.40

 0.40

 0.40

Weighted-average Shares

Basic

 49.0

 48.7

 48.4

 47.8

 48.2

Diluted

 49.0

 49.0

 48.6

 48.1

 48.4

Non-GAAP Basis*

(In millions, except for per share amounts)

 2014

 2013

 2012

 2011

 2010

Revenues

 $

 3,562.3

 3,778.6

 3,577.6

 3,515.4

 2,810.7

Non-GAAP Operating profit*

 169.0

 227.3

 207.0

 219.9

 197.6

Non-GAAP Amounts attributable to Brink’s

Non-GAAP Income from continuing operations*

 $

 73.2

 104.5

 97.8

 106.4

 109.5

Non-GAAP Diluted EPS – continuing operations*

 $

 1.49

 2.13

 2.01

 2.21

 2.26

*Reconciliations to GAAP results are found beginning on page 36.

Note 1: Summary of Significant Accounting Principles, page 69

2.

  We note per page 3 in your Business section that you incur costs when preparing to serve a new customer or to transition away from an existing customer. Please tell us the nature of these costs, the amount of costs incurred during the year ended December 31, 2014 and how you account for such costs. If material, please provide your policy for the treatment of these costs.

Response:

We acknowledge the Staff’s comment.  The costs associated with serving a new customer and/or transitioning away from an existing customer relate to information-gathering activities by our employees relative to customers’ cash management (including cash in transit, money processing and ATM) requirements and activities.  We accumulate this information to help identify efficiencies and determine unique access needs. When we exit customers we evaluate the impact on staffing.  These costs are not incremental as they are performed by existing personnel and recorded as salary expense that would be incurred by the Company even if these activities were not performed. The Company does not specifically identify or track separately these costs due to the inconsequential nature and immaterial amounts.  These costs are expensed as incurred.

U.S. Securities and Exchange Commission

June 29, 2015

Page 4

***************

In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9628 or our Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Joseph W. Dziedzic

Executive Vice President
and Chief Financial Officer

cc:      McAlister C. Marshall, II, Esq.

June 17, 2015

Joseph W. Dziedzi c
Chief Financial Officer
The Brink’s Company
P.O. Box 18100
1801 Bayberry Court
Richmond, VA  23226 -8100

Re: The Brink’s Company
 Form 10-K for  Fiscal Year Ended December 31, 2014
Filed March 5, 2015
File No. 001-09148

Dear Mr. Dziedzi c:

We have reviewed your filing an d have the following comments.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

Item 6. Selected Financial Data, page 19

1. We note your prese ntation of operating profit, income from continuing operations, and
diluted EPS – continuing operations within the non -GAAP basis portion of your selected
financial data.  Please revise the titles of non -GAAP financial measures here and
throughout the fili ng to reflect their adjusted nature to ensure that they are not confused
with GAAP financial measures with the same or similar titles.  Please refer to Item
10(e)(ii)(E) of Regulation S -K.

Note 1:  Summary of Significant Accounting Principles, page 69

2. We note per page 3 in your Business section that you incur costs when preparing to serve
a new customer or to transition away from an existing customer.  Please tell us the nature
of these costs, the amount of costs incurred during the year ended December 31 , 2014,

Joseph W. Dziedzi c
 The Brink’s Company
 June 17, 2015
 Page 2

 and how you account for such costs.  If material, please provide your policy for the
treatment of these costs.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ade quacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

You may contact Theresa Messinese at 202-551-3307  if you have questions regarding
comments on the financial statements and related matters.  You may also contact me at 202-551-
3380.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

June 6 , 2013

Joseph W. Dziedzic
Vice President and Chief Financial Officer
The Brink’s Company
1801 Bayberry Court
Richmond, Virginia 23226 -8100

Re: The Brink’s Company
 Form 10-K for the Year Ended December 31, 2012
Filed February 28, 2013
File No. 001 -09148

Dear Mr. Dziedzic :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

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The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

May 30, 2013

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:

David R. Humphrey, Accounting Branch Chief

Division of Corporation Finance

Re:

The Brink’s Company

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 28, 2013

File No. 001-09148

Dear Mr. Humphrey:

As Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated May 21, 2013 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comment of the Staff. For convenience of reference, the Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP, page 42

1.

We note from your response to our previous comment 1 that, as of the date of the financial statements, you did not believe a sale of your European operations in question was possible, and that you planned to shutter them during 2013. Please tell us the carrying value of these assets, as of December 31, 2012, and how you evaluated these assets for impairment. Also, if impairment charges were taken, tell us where these charges are reflected in your financial statements. In addition, please tell us the consideration you gave to revising depreciation estimates on the related long-lived assets and, in your response, quantify the impact of any such revised estimates, if applicable.

U.S. Securities and Exchange Commission

May 30, 2013

Page 2

Response:

We acknowledge the Staff’s comment.

Summary:  Impairment recognized in 2012.  In 2012, we recognized $1.2 million in total impairment losses on the long-lived assets of the European operations in question ($1.1 million in the 3rd quarter and $0.1 million in the 4th quarter).

In the third quarter of 2012, we concluded it was more likely than not that the asset group related to these European operations would be sold or otherwise disposed of significantly before the end of its previously estimated useful life.  We identified a potential buyer of these operations and began preliminary discussions of value.  The potential buyer of the operations withdrew its interest before we issued our financial statements for the year ended December 31, 2012.  As of the date we filed our Annual Report on Form 10-K for the year ended December 31, 2012, management had decided to shut down the operations during 2013 if we are unable to sell the operations to another buyer.

Carrying value of the assets. The total carrying value of the asset group for these European operations, before and after the impairment, was as follows.  For reference, the total consolidated property and equipment is also noted at June and December 2012.

Asset group (in millions)

June 30, 2012

Impairment recognized

Currency and other activity

December 31, 2012

Property and equipment:

  Headquarters’ land and building

$0.9

-

-

$0.9

  Armored Vehicles

1.0

-

-

1.0

  Leasehold improvements and other

1.1

(1.2)

0.1

-

    Total

3.0

(1.2)

0.1

1.9

Working capital

(0.2)

-

-

(0.2)

Total asset group

$2.8

(1.2)

0.1

$1.7

Consolidated property and equipment

$748.7

$793.8

How we evaluated these assets for impairment. As prescribed in ASC 360-10-35-21, “[a] long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.” We concluded that our intention to sell or otherwise dispose of these assets was an event that triggered a test for recoverability, and we performed the cash flow recoverability test of these assets in the third quarter of 2012.

As noted in ASC 360-10-35-30, “[e]stimates of future cash flows used to test the

U.S. Securities and Exchange Commission

May 30, 2013

Page 3

recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence…However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered.” The projected cash flows we used in our recoverability test assumed that we would sell these European operations with proceeds estimated based on our discussions with the potential buyer.  The projected future cash flows did not exceed the carrying value of the asset group and we concluded that an impairment was likely.

We determined that we needed to impair the asset group because the fair value of the asset group was less than the carrying value.  We based our estimate of the fair value of the asset group on the potential proceeds from the possible sale of the operations.

With regard to recognizing impairment loss, ASC 360-10-35-28 provides that “the loss shall be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value whenever that fair value is determinable without undue cost and effort.”

We allocated the indicated impairment loss on a pro rata basis to the long-lived assets of the asset group except, as provided in the guidance, we did not reduce the carrying value below any assets’ individual fair value as follows:

1.

No impairment was allocated to the operations’ headquarters land and building because an independent appraisal indicated that the fair value of these assets exceeded the $0.9 million carrying value.

2.

No impairment was allocated to armored vehicles because the fair value of those armored vehicles approximated their $1.0 million carrying value.

Where the impairment charges are reflected in our financial statements. The $1.2 million of impairment losses were reflected in other operating income (expense) in our consolidated statement of income for the year ended December 31, 2012.  The impairment charges are part of the $4.2 million of impairment charges recognized during 2012 as disclosed in the footnotes to our financial statements on page 109 of our 2012 Form 10-K.

Consideration given to revising depreciation estimates. We considered the guidance in ASC 360-10-35-48 which states that “[b]ecause the continued use of a long-lived asset demonstrates the presence of service potential, only in unusual situations would the fair value of a long-lived asset to be abandoned be zero while it is being used. When a long-lived asset ceases to be used, the carrying amount of the asset should equal its salvage value.”

If we are unable to sell the operations as a whole to a third party, we believe the carrying value of the land, building, vehicles and other property and equipment is equal

U.S. Securities and Exchange Commission

May 30, 2013

Page 4

to the salvage value.  As a result, we believe a revision to accelerate remaining depreciation over a revised shorter estimated useful life is not needed as the asset’s carrying value already approximates the estimated future salvage value.   Total depreciation of these operations is not material to the Company’s consolidated financial statements.

***************

In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9628 or our Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Joseph W. Dziedzic

Vice President

and Chief Financial Officer

cc:           McAlister C. Marshall, II, Esq.

May 21 , 2013

Joseph W. Dziedzic
Vice President and Chief Financial Officer
The Brink’s Company
1801 Bayberry Court
Richmond, Virginia 23226 -8100

Re: The Brink’s Company
 Form 10-K for the Year Ended December 31, 2012
Filed February 28, 2013
File No. 001 -09148

Dear Mr. Dziedzic :

We have reviewed your response dated May 14, 2013  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP, page 42

1. We note from your response to our previous comment 1 that , as of the date of the financial
statements, you did not believe a s ale of your European operations in question was possible,
and that you planned to shutter them during 2013.  Please tell us the carrying value of these
assets , as of December 31, 2012, and how you evalua ted these assets for impairment.  Also,
if impairment  charges were taken, tell us where these charges are reflected  in your financial
statements.  In addition, please  tell us  the consideration you gave  to revising depreciation
estimates on the related long-lived assets and , in your response,  quantify the imp act of any
such revised estimates, if applicable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all appl icable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Joseph W. Dziedzic
The Brink’s Company
May 2 1, 2013
Page 2

  In responding to our commen ts, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes  at 202-551-3304  or Margery Reich  at 202-551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211 with any other questions.

Sincerely,

 /s/ David R. H umphrey

David R. Humphrey
Accounting Branch Chief

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The Brink’s Company

1801 Bayberry Court

Richmond, Virginia 23226

May 14, 2013

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

 Attention:

David R. Humphrey, Accounting Branch Chief
Division of Corporation Finance

Re:

The Brink’s Company

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 28, 2013

File No. 001-09148

Dear Mr. Humphrey:

As Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated May 9, 2013 (the “Commission Comment Letter”).

Set forth below is the response of the Company to the comment of the Staff. For convenience of reference, the Staff comment is reprinted in bold and is followed by the corresponding response of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Non-GAAP Results – Reconciled to Amounts Reported under GAAP, page 42

1.

We note that column (a) represents the elimination of additional European operations that you intend to exit in 2013, and that these operations do not currently meet requirements to be classified as discontinued operations.  Please tell us why these operations do not meet the standards to be classified as discontinued operations, when you expect you will meet these standards, and why you believe including these items in the calculation of your non-GAAP measures is appropriate.

Response:

We acknowledge the Staff’s comment.

We intend to exit the additional European operations noted in column (a) of our reconciliation of our GAAP results to our Non-GAAP results either through a shutdown

U.S. Securities and Exchange Commission

May 14, 2013

Page 2

or a sale during 2013.  At the date we issued our financial statements for the year ended December 31, 2012, we did not believe a disposition by sale was probable.  We are committed to shutting down the operations in 2013 if we are not able to sell.

The additional European operations did not meet the requirements to be classified as discontinued operations in our 2012 financial statements based on the criteria described in ASC Topic 205-20-45-1.  These criteria require a component to have been disposed of or be classified as held for sale in order to be reported as discontinued operations. At the date we issued our financial statements for the year ended December 31, 2012, these operations had not been disposed of and did not meet the requirements under ASC 360-10-45-9 to be classified as held for sale. Specifically, the operations did not meet the criterion at ASC 360-10-45-9 (d) because at that time we did not believe that a sale within one year was probable.

In addition, as of the date we issued our 2012 financial statements, we did not believe the additional European operations could be considered “disposed of” under ASC 360-10-35-47, which states that “a long-lived asset to be abandoned is disposed of when it ceases to be used.”  EITF Topic No. D-104, “Clarification of Transition Guidance in Paragraph 51 of FASB Statement No. 144” further clarifies that when “a component of an entity will be abandoned through the liquidation or run-off of operations, that component should not be reported as a discontinued operation in accordance with Statement 144 [now ASC 205-20] until all operations, including run-off operations, cease.”  As of the date we filed our 2012 financial statements, the European operations at issue remained operational.

We believe that during 2013 we will be able to meet the standards requiring classification of these operations as discontinued operations when we (1) identify a potential sale transaction that we believe is probable of occurring within one year or (2) cease operations.

Until these operations are reclassified as discontinued operations, we believe that the elimination of the results of these operations from our Non-GAAP earnings is consistent with the Company’s disclosure, in accordance with Regulation G, regarding management’s belief that the elimination of specific income and expense items assists the users of our financial statements in assessing our current performance, estimating future results and comparing period-to-period results.  As described on page 6 of our 2012 Form 10-K, our strategy includes reducing presence in underperforming markets.  Based on our commitment to exit these additional European operations, we believe that presenting Non-GAAP results that exclude these operations is both relevant and helpful for investors to understand how we view the performance of our consolidated business in the context of our strategy.

***************

U.S. Securities and Exchange Commission

May 14, 2013

Page 3

In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 289-9628 or our Vice President and General Counsel, McAlister C. Marshall, II, at (804) 289-9625.

Sincerely,

/s/ Joseph W. Dziedzic

Vice President

and Chief Financial Officer

cc:           McAlister C. Marshall, II, Esq.

May 9, 2013

Joseph W. Dziedzic
Vice President and Chief Financial Officer
The Brink’s Company
1801 Bayberry Court
Richmond, Virginia 23226 -8100

Re: The Brink’s Company
 Form 10-K for the Year Ended December 31, 2012
Filed February 28, 2013
File No. 001 -09148

Dear Mr. Dziedzic :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Non-GAAP Results – Reconciled to Amounts Reported Under GAAP, page 42

1. We note that column (a) represents the elimination of additional European operations that
you intend to exit in 2013, and that these operations do no t currently meet requirements to be
classified as discontinued operations.  Please tell us why these operations do not meet the
standards to be classified as discontinued operations, when you expect you will meet these
standards, and why you believe includ ing these items in the calculation of your non -GAAP
measures is appropriate.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchan ge Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Joseph W. Dziedzic
The Brink’s Company
May 9, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff  comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Un ited States.

You may contact Amy Geddes  at 202-551-3304  or Margery Reich  at 202-551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211 with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

September 13, 2011

Via E-mail
Joseph W. Dziedzic Vice President and Chief Financial Officer The Brink’s Company 1801 Bayberry Court  Richmond, Virginia 23226
Re: The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 28, 2011
File No. 001-09148

Dear Mr. Dziedzic:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey Accounting Branch Chief

CORRESP
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The Brink’s Company

1801 Bayberry Court, Suite 400

P.O. Box 18100

Richmond, VA  23226-8100 U.S.A.

Tel:  (804) 289-9600

August 25, 2011

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:

David R. Humphrey, Accounting Branch Chief

Division of Corporation Finance

Re:

The Brink’s Company

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-09148

Dear Mr. Humphrey:

As Vice President and Chief Financial Officer of The Brink’s Company, a Virginia corporation, I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to my attention, dated August 2, 2011 (the “Commission Comment Letter”).

Set forth below are the responses of the Company to the comments of the Staff. For convenience of reference, each Staff comment is reprinted in bold, numbered to correspond with the paragraph numbers assigned in the Commission Comment Letter, and is followed by the corresponding response of the Company. Certain portions of the Company’s response to Comment #2 below are provided in disclosure type format.  The italicized portions of this response represent additional disclosures we intend to make in future periodic reports of the Company.

When used in this letter, the “Company,” “Brink’s,” “we,” “us,” and “our” refer to The Brink’s Company.

Form 10-K for the fiscal year ended December 31, 2010

Note 2 - Segment Information, page 85

1.   You indicate that you have four geographic operating segments and that your reportable segments are International and North America.  However, on page 23, you indicate that because Cash Logistics involves a higher level of service and more complex activities, customers are charged higher prices, which result in higher margins, and that management is focused on

U.S. Securities and Exchange Commission

August 25, 2011

Page 2

continuing to grow the cash logistics revenue stream.  On page 25, you also discuss the unprofitable Belgium CIT business.  In addition, your Investor Overview presentation in May 2011 indicates that you would like to maximize CIT profits and invest in high value services.  Furthermore, your MD&A discusses the impact that such services have had on your results, including margins.  As such, please tell us how you concluded that the primary services described on page 85 are not operating segments under ASC Topic 280-10-50-1.  In particular, we refer you to ASC Topic 280-10-50-9, which indicates that, if there are two or more overlapping sets of components for which managers are held responsible and the chief operating decision maker regularly reviews the operating results of both sets of components, the components based on products and services would constitute the operating segments.  Please advise, and provide us with the reports that your CODM reviews on a regular basis to allocate resources and assess operating performance.

Response:

We acknowledge the Staff’s comment.

Summary

We believe we have appropriately identified our operating segments using the criteria in ASC Topic 280.  As we explain in more detail below, we do not provide our chief operating decision maker with discrete financial information for most of our service offerings.  We do provide our CODM with discrete financial information for each of our geographic regions.  We believe that reporting segment information on a geographic basis represents how our CODM assesses performance and allocates resources and provides our readers with financial information about Brink's as seen through the eyes of the CODM.

We do not think that the description of strategies related to certain specific service offerings in our filings and external statements are contradictory to this conclusion because our CODM encourages geographic managers to sell a broad array of our service offerings within their geographic region.

Components Regularly Reviewed by the CODM

Mr. Michael Dan, Chairman, President, and Chief Executive Officer of The Brink’s Company, is our CODM.  He receives and regularly reviews key financial information, including revenues and operating profit, for the geographic components of Brink’s.  We also provide overlapping discrete financial information to our CODM for two of our service offerings (Global Services and Payment Services), forming a partial “matrix” organization.  We do not provide discrete financial information to our CODM for our other four service offerings.  Please see the chart below for components regularly reviewed by CODM.

U.S. Securities and Exchange Commission

August 25, 2011

Page 3

Service Offerings

CIT

ATM

Cash Logistics

Global Services

Payment Services

Guarding

Consolidated by Geographic

Geographic

X

    Europe

X

    Developing Markets

X

    Global Service Europe

X

X

Total EMEA

X

    Latin America

X

    Asia Pacific

X

Total International

X

    North America

X

Consolidated by Service Offering

X

X

The CODM also receives annual business plans for each of the consolidated geographic components in the above chart, and for the consolidated Global Services and Payment Services components.  The CODM also has access to discrete financial reports about individual country operations, which supplements his review of the geographic regions on an as-needed basis, but he does not review these reports on a regular basis to allocate resources and assess operating performance.

Components Regularly Reviewed by the Board of Directors

Results of operations for the geographic regional components are regularly presented to our Board of Directors in addition to consolidated results of operations.  Our Compensation and Benefits Committee also reviews annual results of operations for the geographic regional components and Global Services in connection with awards to key managerial, professional and technical employees under our annual incentive program.  Each year, an annual Brink’s business plan with details by geographic region, as well as some details regarding services offerings, is approved by the Board of Directors.

Reports Provided to Staff

We are providing to the Staff, under separate cover with our requests for confidential treatment pursuant to the provisions of Commission Rule 83 and return of the materials upon completion of your review pursuant to Exchange Act Rule 12b-4, examples of the reports regularly reviewed by our CODM to evaluate operating performance and allocate resources, as described above, as well as examples of the previously mentioned reports provided to our Board of Directors and our Compensation and Benefits Committee.

U.S. Securities and Exchange Commission

August 25, 2011

Page 4

Determining Operating Segments

When considering the guidance within ASC Topic 280, we considered the following when we arrived at our conclusions regarding geographic versus service offering segment disclosure (more detail is provided below).

●

Financial information about our service offerings does not provide a single basis of segmentation, as required by ASC 280-10-05-03.

●

Most of our service offerings depend on our investment in secure logistics capabilities (i.e., armored vehicles and secure branches).  That is, most of our capital investments support multiple service offerings.

●

Our CODM has been strongly influenced by geographic considerations when allocating capital to new businesses.

Service offerings do not provide single basis of segmentation

Four of Brink’s six primary service offerings mentioned in Note 2 – Segment Information on page 85 of our Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) are not managed at a consolidated level.  These are cash-in-transit, automated teller machine, cash logistics, and guarding services. Instead, geographic managers are responsible for these service offerings within their respective region. Furthermore, discrete financial information for these four service offerings is not provided to the CODM.

The only two service offerings reported on a consolidated basis to the CODM are Global Services and Payment Services. Both of these service offerings have a separate manager.  While both are separately reported to the CODM, both are also included within the results of the geographic operating segments.  Furthermore, the guidance at ASC 280-10-05-03 states specifically that there is to be a single basis for segmentation.  Because the CODM does not currently review financial results of each major service offering on a consolidated basis but does review financial results on a geographic basis, we believe that a geographical segmentation is the appropriate single set of components that constitute the operating segments as reviewed by the CODM in accordance with ASC 280-10-50-01.

Brink's business model does not require significant incremental investment for service offerings

Most of our service offerings depend on a secure facility and secure transportation to and from the facility.  As such, the majority of Brink's investment in its business relates to constructing new or replacement branches with required security equipment and acquiring armored vehicles.  These investments are not specific to any of our service offerings, but once in place, allow regional management to sell Cash-in-transit services, ATM replenishment services, Global Services, and Cash Logistics services.  Guarding services are the main exception to this as they do not require the support of our secure branches and armored vehicles.  As a result, the CODM concentrates on where to invest capital (i.e., which geographic region) rather than allocating resources based on service offering.

U.S. Securities and Exchange Commission

August 25, 2011

Page 5

Recent uses of capital to acquire businesses in geographic 'growth' areas of the world

We disclose on page 6 of the Form 10-K that our growth strategy includes (1) maximizing profits in developed markets, (2) investing in emerging markets, and (3) investing in adjacent security-related markets.

Capital allocation decisions to acquire new businesses in the past several years have been largely influenced by the CODM’s view of the outlook of the security services industry in a geographic region.  For example, we spent $175 million for investments in new business 2009 and 2010.  Of that, $130 million was for business acquisitions in emerging markets including Brazil, Russia, India, China, and Mexico that had annual revenues of approximately $550 million.  As we discussed in our October 2010 investor day presentations, these operations were intended to expand into areas Brink’s believed will provide superior growth and returns in the future.  We also spent $38 million on a business in Canada with annual revenues of approximately $50 million that is specifically targeted to enhance one of our service offerings (Cash Logistics).

We expect both Core and High-value service offerings to contribute to future margins and growth in emerging-market acquisitions, but the key factor in investing in these regions was the potential for local economic growth in the security services industry.

Conclusion

We believe that disclosing geographic segment results provides more meaningful disclosure of how our CODM allocates resources and assesses performance for Brink’s.  We believe that our service offerings are not a single basis of segmentation since most of the service offerings do not constitute components of Brink's.

Note 14 - Operating Leases, page 110

2.   You indicate that most vehicles that were added to the fleet prior to March 1, 2009, were obtained pursuant to operating leases that had residual value guarantees.  You also indicate that vehicles added to the fleet after March 1, 2009, were either purchased or were financed under capital lease.  In this regard, please clarify whether this was a change in accounting policy or whether this was a change in the manner in which you acquire such vehicles.  In addition, tell us and discuss the reasons for this change in the overview section of your MD&A.  The impact of such change, if material, should be included in your discussion of results of operations.

Response:

We acknowledge the Staff’s comment.

U.S. Securities and Exchange Commission

August 25, 2011

Page 6

Change in accounting policy vs. change in manner acquired

After March 1, 2009, we changed the manner in which we acquired armored vehicles in the U.S.  We ceased acquiring vehicles under the previous leasing arrangement and began purchasing vehicles instead.

In November 2009, the U.S. operations entered into a new master lease agreement and ceased purchasing vehicles.  At the inception of the new leasing arrangement, we concluded that the vehicles acquired should be accounted for as capital leases as the criterion at ASC Topic 840-10-25-1d was met because the present value of minimum lease payments exceeded the 90% threshold.

Reason for the change

During the credit crisis, the availability of lease financing was uncertain and the cost of leasing was volatile.  Instead of leasing, we purchased vehicles with cash borrowed under our committed credit arrangements.  After liquidity returned to credit markets, we entered into a new leasing arrangement with a new lessor for new vehicles in the U.S.

New disclosure in MD&A section

We will provide additional disclosures in our next Form 10-Q, substantially as follows.

In the "Overview" Section of Liquidity and Capital resources

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

In the "Capitalization" Section of Liquidity and Capital resources

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

In the "North America Segment Review" Section of Results of Operations

Most of the armored vehicles used by our U.S. operations are accounted for as operating leases.  The cost related to these leases is recognized as rental expense in the Consolidated Statements of Income.  Since March 2009, we have acquired armored vehicles in the U.S. either by purchasing or by leasing under agreements that we have accounted for as capital leases.  We currently expect to

U.S. Securities and Exchange Commission

August 25, 2011

Page 7

continue acquiring new vehicles in the U.S. with capital leases. The cost of vehicles under capital lease is recognized as depreciation and interest expense.  Because of the shift in the way we acquire vehicles in the U.S., our depreciation and interest related to the U.S. fleet is higher and our rental expense is lower compared to earlier periods and we expect this trend to continue.

***************

In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges the following:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

staff comments or changes to dis

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The Brink’s Company

1801 Bayberry Court, Suite 400

P.O. Box 18100

Richmond, VA  23226-8100 U.S.A.

Tel:  (804) 289-9600

August 11, 2011

By EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7410

Attention:

David R. Humphrey

Accounting Branch Chief, Division of Corporation Finance

Re:

The Brink’s Company

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 28, 2011

File No. 001-09148

Dear Mr. Humphrey:

I am writing to follow up on the conversation that I had with Juan Migone of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission on August 10, 2011.  Pursuant to that conversation, I am formally requesting an extension to respond to the Staff’s comment letter, dated August 2, 2011, regarding the Staff’s comments to The Brink’s Company’s Form 10-K for the Fiscal Year Ended December 31, 2010.

Following my discussion with Mr. Migone, The Brink’s Company requests an extension to respond no later than August 31, 2011.

We appreciate your cooperation.  Please direct any questions to me at (804) 289-9639.

Sincerely,

­­­­

/s/ Michael J. McCullough

Michael J. McCullough

Assistant General Counsel

and Corporate Secretary

cc:     Mr. Juan Migone

August 2, 2011

Via E-mail
Joseph W. Dziedzic Vice President and Chief Financial Officer The Brink’s Company 1801 Bayberry Court  Richmond, Virginia 23226
Re: The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 28, 2011
File No. 001-09148

Dear Mr. Dziedzic:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the fiscal year ended December 31, 2010

 Note 2- Segment Information, page 85

 1. You indicate that you have four geographic op erating segments and that your reportable
segments are International and North Ameri ca.  However, on page 23, you indicate that
because Cash Logistics involves a higher leve l of service and more complex activities,
customers are charged higher prices, whic h result in higher margins, and that
management is focused on continuing to grow  the cash logistics revenue stream. On page
25, you also discuss the unprof itable Belgium CIT business.  In addition, your Investor
Overview presentation in May 2011 indicates that you would like to maximize CIT
profits and invest in high value services.  Furthermore, your MD&A discusses the impact
that such services have had on your results, in cluding margins.  As such, please tell us

Joseph W. Dziedzic
The Brink’s Company August 2, 2011 Page 2

 how you concluded that the primary servic es described on page 85 are not operating
segments under ASC Topic 280-10-50-1. In pa rticular, we refer you to ASC Topic 280-
10-50-9, which indicates that, if there are two or more overlapping sets of components for
which managers are held responsible and the chief operating decision maker regularly
reviews the operating results of both sets  of components, the components based on
products and services would constitute th e operating segments.  Please advise, and
provide us with the reports that your CODM reviews on a regular basis to allocate
resources and assess opera ting performance.

Note 14- Operating Leases, page 110

 2. You indicate that most vehicles that were added to the fleet prior to March 1, 2009, were
obtained pursuant to operating leases that  had residual value guarantees.  You also
indicate that vehicles adde d to the fleet after March 1, 2009, were either purchased or
were financed under capital lease.  In this  regard, please clarify whether this was a
change in accounting policy or whether this  was a change in the manner in which you
acquire such vehicles.  In addition, tell us a nd discuss the reasons for this change in the
overview section of your MD&A.  The impact of such change, if material, should be
included in your discussion of  results of operations.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Juan Migone  at (202) 551-3312 if you ha ve questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3211
with any other questions.

Sincerely,
   /s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIO N
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
June 17,2009
Via U.S. Mail
Michael T. Dan
Chairman and Chief Executive Officer
The Brink’s Company
P.O. Box 18100
1801 Bayberry Court
Richmond, Virginia 23226
Re: The Brink’s Company
Form 10 -K
Filed: March 2, 2009
File No.001-09148
Dear Mr. Dan:
We have completed our review of your Form 10 -K for thefiscal year ended
December 31, 2009 and have no further comments at this time.
Please note that the company is responsible for the adequacy and accuracy o f the
disclosure in its filing. We are not approving any proposed disclosure you may have
included in your response letter or any disclosure you include in your future filings in
response to our comments.
If you have any further questions regarding ou r review of your filing, please call
Matthew Spitzer at (202) 551 -3227 or me at (202) 551 -3314 .
Sincerely,
Daniel Morris
Attorney -Advisor

CORRESP
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Correspondence

 The Brink’s Company

 1801 Bayberry
Court

 P.O. Box 18100

 Richmond, VA
23226-8100

 June 11, 2009

 By EDGAR Transmission

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 3561

 Washington, D.C. 20549

Attention:

Mr. Daniel Morris, Attorney-Advisor

Division of Corporation Finance

RE:

The Brink’s Company

Form 10-K

Filed: March 2, 2009

File No. 001-09148

 Dear Mr. Morris:

 As General Counsel of The Brink’s Company, a Virginia corporation (the “Company”), I am transmitting herewith for filing the Company’s response to the comments of the staff (the “Staff’) of the Division of
Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its comment letter to Mr. Michael T. Dan, Chairman and Chief Executive Officer, dated May 29, 2009 (the “Commission Comment
Letter”).

 Set forth below is the Company’s response. For convenience of reference, each Staff comment is reprinted in italics, numbered to
correspond with the paragraph number assigned in the Commission Comment Letter, and is followed by the corresponding response of the Company. When used in this letter, the “Company,” “we,” “us,” and “our”
refer to The Brink’s Company.

 Management’s Report on Internal Control over Financial Reporting, page 58

1.
We note your use of the pronoun “we” in this section. In future filings, please revise your disclosure to clarify that the representations required by Item 308(a)
of Regulation S-K are made by your “management.” Refer to Item 308(a)(1)-(3) of Regulation S-K.

 Response

 We acknowledge the Staff’s comment. In response to the Staff’s comment, in future filings we will revise our disclosure
to clarify that the representations required by Item 308(a) of Regulation S-K are made by our management.

 Exhibit 10(aa)(i)

2.
We note you have incorporated by reference Exhibit 10(aa)(i). This filing does not include the exhibits referenced in the agreement. All exhibits must be filed in full and
include all attachments, schedules and exhibits. Please refile this exhibit with all attachments, schedules and exhibits in your next Exchange Act filing.

 Securities and Exchange Commission

 June 11, 2009

  Page
 2

 Response

 We acknowledge the Staff’s comment. In response to the Staff’s comment, in our next Quarterly Report on Form 10-Q we will refile the agreement listed as Exhibit 10(aa)(i) with all attachments, schedules and
exhibits to such agreement.

 Exhibit 10(aa)(iii)

3.
We note you have incorporated by reference Exhibit 10(aa)(iii). This filing does not include Exhibit A referenced in the agreement. All exhibits must be filed in full and include
all attachments, schedules and exhibits. Please file this exhibit with all attachments, schedules and exhibits in your next Exchange Act filing.

 Response

 We acknowledge the Staff’s comment. In response to the Staff’s comment, we note that although
Exhibit A, a form of bond, was referenced in the agreement, it was not an actual exhibit to the agreement. We did, however, file concurrently a copy of the fully-executed Coal Terminal Revenue Refunding Bond (Dominion Terminal Associates Project
– Brink’s Issue) Series 2003 for this transaction. This document is referenced in our most recent Annual Report on Form 10-K as Exhibit 10(aa)(vi).

 Exhibit 10(bb)

4.
We note you have incorporated by reference Exhibit 10(bb). This filing does not include the schedules listed in the table of contents of the agreement. All exhibits must be filed
in full and include all attachments, schedules and exhibits. Please refile this exhibit with all attachments, schedules and exhibits in your next Exchange Act filing.

 Response

 We acknowledge the Staff’s comment. In response to the Staff’s comment, in
our next Quarterly Report on Form 10-Q we will refile the agreement listed as Exhibit 10(bb) with all attachments, schedules and exhibits to such agreement.

 Exhibit 10(cc)(i)

5.
We note you have incorporated by reference Exhibit 10(cc)(i). This filing does not include the schedules listed in the table of contents of the agreement. All exhibits must be
filed in full and include all attachments, schedules and exhibits. Please refile this exhibit with all attachments, schedules and exhibits in your next Exchange Act filing.

 Response

 We acknowledge the Staff’s
comment. In response to the Staff’s comment, in our next Quarterly Report on Form 10-Q filing we will refile the agreement listed as Exhibit 10(cc)(i) with all attachments, schedules and exhibits to such agreement.

 Securities and Exchange Commission

 June 11, 2009

  Page
 3

 Exhibit 10(dd)

6.
We note you have incorporated by reference Exhibit 10(dd). This filing does not include the schedules and exhibits listed in the table of contents of the agreement. All exhibits
must be filed in full and include all attachments, schedules and exhibits. Please refile this exhibit with all attachments, schedules and exhibits in your next Exchange Act filing.

 Response

 We acknowledge the Staff’s
comment. In response to the Staff’s comment, in our next Quarterly Report on Form 10-Q filing we will refile the agreement listed as Exhibit 10(dd) with all attachments, schedules and exhibits to such agreement.

 Other

7.
Further, please confirm that you will file all exhibits in full and include all attachments, schedules and exhibits in future filings.

 Response

 We acknowledge the Staff’s
comment. In response to the Staff’s comment, as required by the Commission’s rules and regulations, in future filings we will file all exhibits in full to agreements that we are required to file with the Commission, including all
attachments, schedules and exhibits.

 * * * *

 In connection with the Company’s response to the comments of the Staff set forth herein, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Please direct any further questions or comments you may have regarding this filing to the undersigned at (804) 289-9625.

Sincerely,

 /s/ McAlister C. Marshall, II

McAlister C. Marshall, II

Vice President and General Counsel

cc:

David I. Meyers, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
May 29, 2009
Via U.S. Mail
Michael T. Dan
Chairman and Chief Executive Officer
The Brink’s Company
P.O. Box 18100
1801 Bayberry Court
Richmond, Virginia 23226
Re: The Brink’s Company
Form 10 -K
Filed: March 2, 2009
File No.001-09148
Dear Mr.Dan:
We have reviewed your filing and have the following comments. Where
indicated, we think you should implement these comment sin future filings. If you
disagree, we will consider your explanation as to why ou r comments are inapplicable or
implementation is unnecessary. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure. After reviewing this in formation, we may raise
additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward t o working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Management’s Report on Internal Control ov er Financial Reporting, page 58
1.We note your use of the pronoun “we” in this section. In future filings, please
revise your disclosure to clarify that the representations required by Item 308(a)
of Regulation S -K are made by your “management.” Refer to It em 308(a)(1) -(3)
of Regulation S -K.

Michael T. Dan
The Brink’s Company
May 29 , 2009
Page 2
Exhibit 10(aa)(i)
2.We note you have incorporated by reference Exhibit 10(aa)(i). This filing does
not include the exhibits referenced in the agreement. All exhibits must be filed in
full and include all attachments, schedules and exhibits. Please refile this exhibit
with all attachments, schedules andexhibits in your ne xtExchange Act filing .
Exhibit 10(aa)(iii)
3.We note you have incorporated by reference Exhibit 10(aa)(iii). This filing does
not include Exhibit A referenced in the agreement. All exhibits must be filed in
full and include all attachments, schedules and exhibits. Please refile this exhibit
with all attachments, schedules and exhibits in your ne xtExchange Act filing .
Exhibit 10(bb)
4.We note you h ave incorporated by reference Exhibit 10(bb).This filing does not
include the schedules listed in the table of contents of the agreement. All exhibits
must be filed in full and include all attachments, schedules and exhibits. Please
refile this exhibit with all attachments, schedules and exhibits in your ne xt
Exchange Act filing .
Exhibit 10 (cc)(i)
5.We note you have incorporated by reference Exhibit 10(cc)(i). This filing does
not include the schedules listed in the table of contents of the agreement. All
exhibits must be filed in full and include all attachments, schedules and exhibits.
Please refile this exhibit with all attachments, schedules and exhibits in your ne xt
Exchange Act filing .
Exhibit 10 (dd)
6.We note you have incorporated by reference Exhibit 10(dd). This filing does not
include the schedules and exhibits listed in the table of contents of the agreement.
All exhibits must be filed in full and include all attachments, schedules and
exhibits. Please refile this exhibit with all attach ments, schedules and exhibits in
your ne xtExchange Act filing .
Other
7.Further, please confirm that you will file all e xhibits in full and include all
attachments, schedules and exhibits in future filings.

Michael T. Dan
The Brink’s Company
May 29 ,2009
Page 3
* * * * *
As appropriate, please respond to t hese comments within 10 business days or tell
us when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information requi red under
the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they a re
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In addition, please be advised that the Division o f Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Matthew Spitzer at (202) 551 -3227 or me at (202) 551 -3314with
any other questions.
Sincerely,
Daniel Morris
Attorney -Advisor

December 12, 2007
   Mail Stop 3561
By U.S. Mail and facsimile to (804) 289.9710

Mr. Michael T. Dan Chief Executive Officer The Brink’s Company P.O. Box 18100 Richmond, VA 23226-8100
Re:  The Brink’s Company  Definitive 14A   Filed March 23, 2007
File No. 001-09148
 Dear Mr. Dan:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.           S i n c e r e l y ,            D a n i e l  M o r r i s
Attorney-Advisor

CORRESP
1
filename1.htm

Correspondence Letter

 HUNTON & WILLIAMS LLP

 RIVERFRONT PLAZA,
EAST TOWER

 951 EAST BYRD STREET

 RICHMOND, VIRGINIA 23219-4074

TEL      804 • 788 • 8200

FAX     804 • 788 • 8218

November 20, 2007

FILE NO: 36330.000132

 VIA ELECTRONIC TRANSMISSION (EDGAR)

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Attention:

Mr. Daniel Morris

Attorney-Advisor

Division of Corporation Finance

 The Brink’s Company

 Definitive 14A

 Filed March 23, 2007

 File No. 001-09148

 Dear Mr. Morris:

 Set forth below are the responses of The Brink’s Company (the “Company”) to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated September 26, 2007 (the “Comment Letter”), to Mr. Michael T. Dan, the Company’s Chairman and Chief
Executive Officer, with respect to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on March 23, 2007 (the “2007 Proxy Statement”).

 For convenience of reference, each Staff comment is reprinted in italics, numbered to correspond with the paragraph numbers assigned in the Comment
Letter, and is followed by the corresponding response of the Company.

 Audit and Ethics Committee, page 3

 1. Please provide specific disclosure with respect to related person transactions, including detail regarding the review and approval of related
person transactions, including the types of transactions covered and the standards to be applied. Refer to Item 404(b) of Regulation S-K.

 Securities and Exchange Commission

 November 20, 2007

  Page
 2

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 404(b) of Regulation S-K is required in future filings, the Company will provide specific disclosure with respect
to related person transactions, including detail regarding the review and approval of related person transactions, including the types of transactions covered and the standards to be applied.

 Process for Setting Executive Compensation, page 7

 2. Please more fully disclose the functions performed by your compensation consultants. For each consultant, please disclose the nature and scope of the assignment and any other material elements of the consultants’ functions. Refer
to Item 407(e)(3)(iii) of Regulation S-K.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 407(e)(3)(iii) of Regulation S-K is required in future filings, the Company will disclose more fully the functions
performed by any compensation consultants engaged to determine or recommend the amount or form of executive or director compensation, including the nature and scope of the assignment and any other material elements of the consultants’
functions.

 Market Competitiveness, page 8

 3. Please identify the companies to which you benchmark your compensation and discuss in greater detail how your benchmark companies were selected. If you have benchmarked different elements of your compensation
against different benchmarking groups, please identify the companies that comprise each group. Refer to Item 402(b)(2)(xiv) of Regulation S-K. In addition, please disclose the actual percentiles for total compensation, and each benchmarked
element of compensation, in 2006. Include a discussion of where you target each element of compensation against the peer companies and where actual payments fall within targeted parameters. To the extent actual compensation was outside a targeted
percentile range, please explain why.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 402(b) of Regulation S-K is required in future filings, the Company will identify the companies to which it
benchmarks its compensation, including, if applicable, different benchmarking groups used for different elements of the Company’s compensation program, and discuss how the benchmark companies were selected. In addition, the Company will
disclose the actual percentiles for total compensation and each benchmarked element of compensation for the period to which the disclosure in the future filing relates. The Company will also include a

 Securities and Exchange Commission

 November 20, 2007

  Page
 3

discussion of where it targets each element of compensation against the peer companies and where actual payments fall within targeted parameters. Finally,
the Company will provide an explanation to the extent that actual compensation falls outside a targeted percentile range.

 Program Components, page 9

 4. Please analyze the specific factors considered by the committee in ultimately approving particular pieces of each named
executive officers’ compensation package and describe the reasons why the committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation
decisions.

 Response:

 The
Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 402(b) of Regulation S-K is required in future filings, the Company will disclose the specific factors considered by the Compensation and Benefits
Committee (the “Committee”) in ultimately approving particular pieces of each named executive officer’s compensation package and describe the reasons why the Committee believes that the amounts paid to each named executive officer are
appropriate in light of the various items it considered in making specific compensation decisions.

 5. You provide limited discussion
and analysis of the effect of individual performance on the different elements of compensation (such as base salary and annual incentive compensation) despite disclosure suggesting it is a significant factor considered by the committee. Provide
additional detail and an analysis of how individual performance contributed to actual 2006 compensation for the named executive officers, including specific contributions the compensation committee considered in its evaluation, and if applicable,
how they were weighted and factored into specific compensation decisions. See Item 402(b)(2)(vii) of Regulation S-K.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 402(b) of Regulation S-K is required
in future filings, the Company will provide additional detail and an analysis of how individual performance contributed to actual compensation for the named executive officers, including specific contributions the Committee considered in its
evaluation and, if applicable, how specific contributions were weighted and factored into specific compensation decisions.

 Management Performance
Improvement Plan, page 10

 6. Please provide a quantitative discussion of the terms of the necessary targets to be
achieved in order for your executive officers to earn their incentive compensation. Disclose the specific items of company performance and individual objectives used to

 Securities and Exchange Commission

 November 20, 2007

  Page
 4

determine incentive amounts and how your incentive awards are specifically structured around such performance goals and individual objectives. Please note
that qualitative goals generally need to be presented to conform to the requirements of Item 402(b)(2)(v). To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the
targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation for such conclusion. Please also note that to the extent that you have an appropriate basis for
omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. General statements regarding the level of
difficulty, or ease, associated with achieving performance goals are not sufficient. Please provide insight into the factors considered by the committee prior to the awarding of performance-based compensation such as historical analyses prior to the
granting of these awards or correlations between historical bonus practice and the incentive parameters set for the relevant fiscal period.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by
Item 402(b) of Regulation S-K is required in future filings, the Company will provide a quantitative discussion of the terms of the necessary targets to be achieved in order for its named executive officers to earn their incentive compensation.
In addition, the Company will disclose the specific items of company performance and individual objectives used to determine incentive amounts and how the incentive awards are specifically structured around such performance goals and individual
objectives. Finally, the Company will provide insight into the factors considered by the Committee prior to the awarding of performance-based compensation such as historical analyses prior to the granting of these awards or correlations between
historical bonus practice and the incentive parameters set for the relevant fiscal period.

 Summary Compensation Table, page 15

7. As noted in Section II.B.1 of Commission Release 33-8732A, the Compensation Discussion and Analysis should be sufficiently precise to capture
material differences in compensation policies with respect to individual named executive officers. Please disclose how and why the compensation of Mr. Dan differs so widely from that of the other named executive officers. If policies or
decisions relating to a named executive officer are materially different than the other officers, please disclose on an individualized basis.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by
Item 402(b) of Regulation S-K is required in future filings, the Company will disclose how and why the compensation of Mr. Dan differs so widely from that of the other named executive officers to the extent it so differs. In addition, to
the extent that policies or decisions relating to a named executive officer are materially different from those of the other officers, the Company will disclose such policies or decisions on an individualized basis.

 Securities and Exchange Commission

 November 20, 2007

  Page
 5

 8. Please consider whether your annual incentive awards are a part of a non-equity incentive plan.
The table reflects your view that payments under the Key Employee Incentive Plan are discretionary bonuses. However, the Grants of Plan-Based Awards table seems to indicate that KEIP awards are made pursuant to a non-equity award plan. If you do not
believe that the awards are made under a plan, please revise your disclosure and the appropriate table to address Question 4.02 of the Compliance and Disclosure Interpretations dated February 12, 2007.

 Response:

 The Company acknowledges the
Staff’s comment. The Company has reviewed the Key Employees Incentive Plan (the “KEIP”), Item 402(c) of Regulation S-K, including the related definitions in Item 402(a) of Regulation S-K, and Question 4.02 of the Compliance
and Disclosure Interpretations, dated February 12, 2007, and, based on such review, the Company has determined that awards under the KEIP are more appropriately characterized as discretionary bonuses. Accordingly, to the extent the disclosure
required by Item 402(c) of Regulation S-K is required in future filings, the Company will include payments under the KEIP in the “Bonus” column of the Summary Compensation Table and will not include KEIP awards in the Grants of
Plan-Based Awards Table.

 9. Refer to footnote (2). To the extent special awards are granted outside your normal compensation structure,
please provide a materially complete discussion of the circumstances surrounding the award. In this case, please disclose the basis for the award and describe the work performed.

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure
required by Item 402(c) of Regulation S-K is required in future filings, the Company will provide a materially complete discussion of the circumstances surrounding any special award granted outside the Company’s normal compensation
program, including the basis for the award.

 Potential Payments Upon Termination or Change in Control, page 32

 10. Where appropriate, please include an expanded discussion of the processes and procedures by which the company determined the size and features of
the termination and severance packages of its named executive officers. In addition, please disclose in your Compensation Discussion and Analysis how these arrangements fit into your overall compensation objectives and affect the decisions you made
regarding other compensation elements.

 Securities and Exchange Commission

 November 20, 2007

  Page
 6

 Response:

 The Company acknowledges the Staff’s comment. To the extent the disclosure required by Item 402(b) of Regulation S-K is required in future filings, the Company will include a discussion of the processes and
procedures by which it determined the size and features of the termination and severance packages of its named executive officers. In addition, the Company will disclose how these arrangements fit into its overall compensation objectives and affect
the decisions it made regarding other compensation elements.

 11. Your tables beginning on page 42 indicate that upon a change in
control you will pay your named executive officers the value of all outstanding MPIP awards “deemed to be earned at 150% of the specified target amount.” Please revise your narrative disclosure to clearly explain this feature of your
termination and severance package.

 Response:

 The Company acknowledges the Staff’s comment. The Company, however, respectfully notes that the treatment of outstanding awards under the Management Performance Improvement Plan (“MPIP”) upon a change
in control of the Company is fully disclosed under “Grants of Plan-Based Awards — Management Performance Improvement Plan Awards — Management Performance Improvement Plan” beginning on page 19 of the 2007 Proxy Statement. Because
the treatment of outstanding MPIP awards upon a change in control of the Company was already disclosed in the description of the material terms of the MPIP and the applicable footnotes to the tables beginning on page 42 of the 2007 Proxy Statement
include specific references to MPIP awards, the Company did not believe that it was necessary to include duplicative disclosure in the narrative or the applicable footnotes. However, to the extent the disclosure required by Item 402(j) of
Regulation S-K is required in future filings, the Company proposes to include a cross-reference in the applicable footnotes to the narrative that discusses the treatment of outstanding MPIP awards upon a change in control of the Company.

* * * * * *

 Securities and Exchange Commission

 November 20, 2007

  Page
 7

 Please direct any further questions or comments you may have regarding this filing to the undersigned
at (804) 788-8717 or, in my absence, W. Lake Taylor, Jr. of this office at (804) 788-8563.

Very truly yours,

 /s/ Louanna O. Heuhsen

Louanna O. Heuhsen

cc:

Mr. Ronald L. Turner

Mr. Roger G. Ackerman

Mr. Murray D. Martin

Mr. Carl S. Sloane

Mr. Michael T. Dan

Mr. Robert T. Ritter

Mr. Frank T. Lennon

Mr. Austin F. Reed

Mr. Michael J. McCullough

Mr. W. Lake Taylor, Jr.

CORRESP
1
filename1.htm

Correspondence Letter

 THE BRINK’S COMPANY

 1801 Bayberry Court

 P.O. Box 18100

 Richmond, Virginia 23226

 November 20, 2007

 VIA ELECTRONIC TRANSMISSION (EDGAR)

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Attention:

Mr. Daniel Morris

Attorney-Advisor

Division of Corporation Finance

 The Brink’s Company

 Definitive 14A

 Filed March 23, 2007

 File No. 001-09148

 Dear Mr. Morris:

 In connection with the The Brink’s Company’s (the “Company”) response to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in its letter, dated September 26, 2007, to Mr. Michael T. Dan, the Company’s Chairman and
Chief Executive Officer, with respect to the above-referenced filing, the Company acknowledges the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

THE BRINK’S COMPANY

By:

 /s/ Austin F. Reed

Austin F. Reed

Vice President, General Counsel & Secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
						March 20, 2006

Via Facsimile ((804) 343-4678) and U.S. Mail

David I. Meyers, Esq.
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA  23219

Re:	The Brink`s Company
	Schedule TO-I filed March 9, 2006
	SEC File No. 005-13699

Dear Mr. Meyers:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Offer to Purchase

Summary, page 1
1. We note from the disclosure at the bottom of page 2 that you
have
reserved the right to acquire the shares from shareholders who
would
own fewer than 100 shares as a result of proration.  Please advise
as
to whether you would acquire the shares as part of the offer.  If
so,
please address your ability to do so with regard to Rules 13e-
4(f)(3)(i) and 13e-4(f)(8).

Recent Developments, page 12
2. We note in the press release filed as exhibit (a)(5)(a) to your
Schedule TO that your board of directors approved a share
repurchase
program following ten days after the expiration of the current
tender
offer to repurchase shares in a dollar amount sufficient to make
up
the difference between the repurchases made pursuant to the
current
offer and $600 million.  Please reconcile the discrepancy between
that statement and your disclosure in the penultimate paragraph on
page 12 of your offer document.

Conditions of the Tender Offer, page 23
3. Refer to the last paragraph of this section relating to your
failure to exercise any of the rights described in this section.
This language suggests that once an offer condition is triggered,
you
must decide whether or not to waive the condition.  Note that when
a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s).  Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so.  Please confirm your understanding
supplementally.

Source and Amount of Funds, page 26
4. We note that you may use borrowings from a bank credit facility
to
purchase shares.  If so, please provide the information required
by
Item 1007(d) of Regulation M-A.

Information about Our Shares, page 27
5. With respect to your disclosure in the penultimate paragraph of
this section please tell us why you need to qualify your
disclosure
"to the best of [your] knowledge" given your disclosure that your
disclosure is based on records and information provided to you.
Alternatively, please explain or delete the qualifier.

Federal Income Tax Consequences, page 30
6. Delete the reference to this discussion being for "general
information only" (page 33.  Security holders are entitled to rely
upon the discussion.

Letter of Transmittal
7. We note that beginning on page 6 of the Letter of Transmittal
you
improperly require tendering security holders to certify that they
"understand" the terms of the tender offer.  Please revise to
delete
the requirement that security holders certify that they
"understand"
the offer.  Alternatively, amend the form to include a legend in
bold
typeface that indicates you do not view the certification made by
security holders that they understand the offer materials as a
waiver
of liability and that you promises not to assert that this
provision
constitutes a waiver of liability.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since you
are
in possession of all facts relating to the company`s disclosure,
you
are responsible for the accuracy and adequacy of the disclosures
you
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,

						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

??

??

??

??

David I. Meyers, Esq.
Hunton & Williams LLP
March 20, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>