form_11-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE
SAVINGS AND SIMILAR PLANS
PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One):
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2008
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from ____________ to _______________
Commission
file number 1-9148
A. Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
THE
BRINK’S COMPANY 401(k) PLAN
B. Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
THE
BRINK’S COMPANY
P.O.
BOX 18100
1801
BAYBERRY COURT
RICHMOND,
VIRGINIA
23226-8100
THE
BRINK’S COMPANY 401(k) PLAN
Financial
Statements and Schedule
December
31, 2008 and 2007
(With
Report of Independent Registered Public Accounting Firm Thereon)
THE
BRINK’S COMPANY 401(k) PLAN
Index
to Financial Statements and Schedule
December
31, 2008 and 2007
|
Pages
|
|
|
Report
of Independent Registered Public Accounting Firm
|
4
|
|
|
Financial Statements
|
|
|
|
Statements
of Assets Available for Benefits
|
|
December 31, 2008 and
2007
|
5
|
|
|
Statement
of Changes in Assets Available for Benefits
|
|
Year Ended December 31,
2008
|
6
|
|
|
Notes
to Financial Statements
|
7-13
|
|
|
|
|
Schedule
|
|
|
|
Schedule
H, Line 4i, -
|
|
Schedule of Assets (Held at End of
Year) –
|
|
December 31, 2008
|
14-15
|
Other
schedules not filed herewith are omitted because of the absence of conditions
under which they are required to be filed.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Oversight Committee
The
Brink’s Company:
We have
audited the accompanying statements of assets available for benefits of The
Brink’s Company 401(k) Plan (the Plan) as of December 31, 2008 and 2007, and the
related statement of changes in assets available for benefits for the year ended
December 31, 2008. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the assets available for benefits of the Plan as of December
31, 2008 and 2007, and the changes in assets available for benefits for the year
ended December 31, 2008, in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan’s
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG
LLP
Richmond,
Virginia
June 15,
2009
THE
BRINK’S COMPANY 401(k) PLAN
Statements
of Assets Available for Benefits
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
|
2007
|
|
Investments
at fair value:
|
|
|
|
|
|
|
Mutual funds
|
|
$ |
101,694 |
|
|
|
187,328 |
|
Common trust funds
|
|
|
48,363 |
|
|
|
53,167 |
|
The Brink’s Company common
stock
|
|
|
- |
|
|
|
28,623 |
|
Total
investments at fair value
|
|
|
150,057 |
|
|
|
269,118
|
|
|
|
|
|
|
|
|
|
|
Participant
loans
|
|
|
11,979 |
|
|
|
15,494
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Participant
contributions
|
|
|
398 |
|
|
|
916 |
|
Employer
contributions
|
|
|
199 |
|
|
|
- |
|
Interest
|
|
|
22 |
|
|
|
39 |
|
Total
receivables
|
|
|
619 |
|
|
|
955 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
- |
|
|
|
1,983 |
|
Assets
available for benefits reflecting all investments at fair
value
|
|
|
162,655 |
|
|
|
287,550 |
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for common trust
fund
holding fully benefit-responsive investment contracts
|
|
|
384 |
|
|
|
(220 |
) |
|
|
|
|
|
|
|
|
|
Assets
available for benefits
|
|
$ |
163,039 |
|
|
|
287,330 |
|
See
accompanying notes to financial statements.
THE
BRINK’S COMPANY 401(k) PLAN
Statement
of Changes in Assets Available for Benefits
|
|
Year
Ended
|
|
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
Additions
(reductions) to assets attributed to:
|
|
|
|
Investment
income (losses):
|
|
|
|
Net depreciation in fair value of investments:
|
|
|
|
|
The
Brink’s Company common stock |
|
$ |
(1,892 |
) |
Mutual
funds |
|
|
(64,873 |
) |
Common
trust funds |
|
|
(5,027 |
) |
Dividends
|
|
|
8,280 |
|
Interest
|
|
|
1,090 |
|
Total
investment losses, net
|
|
|
(62,422 |
) |
Contributions:
|
|
|
|
|
Participant
|
|
|
21,150 |
|
Employer
|
|
|
16,118 |
|
Rollover
|
|
|
1,286 |
|
Total
contributions
|
|
|
38,554
|
|
|
|
|
|
|
Total
reductions, net
|
|
|
(23,868 |
) |
|
|
|
|
|
Deductions
from assets attributed to:
|
|
|
|
|
Administrative
fees
|
|
|
(158 |
) |
Distributions
to participants or beneficiaries
|
|
|
(31,962 |
) |
Total deductions
|
|
|
(32,120 |
) |
|
|
|
|
|
Net
decrease before transfer
|
|
|
(55,988 |
) |
|
|
|
|
|
Transfer
of participants’ assets to other plans
|
|
|
(68,303 |
) |
|
|
|
|
|
Net
decrease
|
|
|
(124,291 |
) |
|
|
|
|
|
Assets
available for benefits beginning of year
|
|
|
287,330 |
|
End
of year
|
|
$ |
163,039 |
|
See
accompanying notes to financial statements.
THE
BRINK’S COMPANY 401(k) PLAN
Notes
to Financial Statements
December
31, 2008 and 2007
Note
1 – Plan Information and Summary of Significant Accounting
Policies
|
Description
of Plan
The
Brink’s Company 401(k) Plan (the “Plan”) is a voluntary defined contribution
plan sponsored by The Brink’s Company and participating subsidiaries (the
"Company"). Employees of the Company who are not members of a
collective bargaining unit (unless the collective bargaining agreement provides
specifically for and the Company has approved participation) are eligible to
participate in the Plan. Eligible employees are automatically
enrolled in the Plan following thirty days of service and Company-matching
contributions commence upon enrollment. The Plan is subject to the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
The
following is a general description of certain provisions of the
Plan. Participants should refer to the Plan document for a more
complete description of the Plan’s provisions.
Withdrawals
The Plan
generally requires that pretax savings remain in the Plan while the participant
is actively employed. However, the Plan allows two
exceptions:
(a)
|
If
the participant is age 59 1/2 or older, he or she may withdraw all or a
portion of his or her pretax contributions,
or
|
(b)
|
If
the participant has a "financial hardship" (as that term is defined by
Internal Revenue Service (“IRS”) guidelines) it is possible to withdraw
all or a portion of his or her pretax contributions in the Plan up to the
amount needed to satisfy the hardship, regardless of
age. Employee pretax contributions and employer-matching
contributions are suspended for six months after each hardship
withdrawal.
|
A
participant may withdraw the following at any time without being suspended from
the Plan in the following order:
(a)
|
All
or a portion of after-tax contributions and their related
earnings. The Plan no longer allows after-tax contributions,
but they were allowed before 1987.
|
(b)
|
All
or a portion of Company-matching contributions made before January 1,
1985, and their related earnings
|
(c)
|
All
or a portion of vested Company-matching contributions made after December
31, 1984, and before January 1, 2008, and their related earnings. Vested
Company-matching contributions made in 2008 may not be withdrawn from the
Plan while employed by the Company.
|
(d)
|
Any
rollover contributions
|
Vesting
Schedule
A
participant is 100% vested in the value of his or her pretax
contributions. Effective January 1, 2008, a participant is 100%
vested after two years of service in any Company- matching contributions made
after January 1, 2008. Company-matching contributions made prior to
January 1, 2008 are vested based on years of service as follows:
Less
than 2 years
|
0%
|
2
but less than 3 years
|
20%
|
3
but less than 4 years
|
50%
|
4
but less than 5 years
|
75%
|
5
or more years
|
100%
|
If a
participant ends his or her employment with the Company and is subsequently
rehired, his or her prior service with the Company is counted for vesting
purposes. Once a participant reaches normal retirement age, he or she
is 100% vested in Company-matching contributions regardless of years of
service.
Forfeitures
by the participants of the unvested portion of their account upon termination of
employment with the Company are used to reduce future matching contributions of
the Company to the Plan. Forfeitures reduced employer contributions
by approximately $3,526,000 in 2008.
Plan
Termination
Although
it has not expressed any intent to do so, the Company reserves the right to
amend, suspend, or discontinue the Plan in whole or in part at any time, subject
to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Basis
of Presentation
The
accompanying financial statements have been prepared on the accrual basis of
accounting.
Investments
and Investment Income
Investments
are presented at fair value in the subtotal “assets available for benefits at
fair value” within the statements of assets available for benefits. As required
by Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and
Statement of Position No. 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans, this fair value amount is reconciled to
“assets available for benefits” by adjusting fully benefit-responsive contracts
held by the Stable Value Common Trust Fund to contract
value. Contract value is equal to contributions made plus interest
accrued at the contract rate less withdrawals and fees.
The fair
value of common stock and mutual fund investments is determined by using quoted
market prices. The fair value of common trust funds (the Stable Value
Common Trust Fund and the Equity Index Trust Fund) is valued at the net asset
value as determined by using estimated fair value of the investments held in the
respective funds.
The cost
of securities sold is determined principally on the basis of average cost at the
time of sale. Purchases and sales of securities are recorded on a
trade-date basis. Dividend income is recorded on the ex-dividend
date, and interest income is recorded on the accrual basis.
Participant
Loans
Participant
loans are recorded at cost, which approximates fair value. Interest
income on participant loans is recorded on the accrual basis.
Use
of Estimates
In
accordance with U.S. generally accepted accounting principles, management of the
Plan has made estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to prepare
these financial statements. Actual results could differ materially
from those estimates.
Benefit
Payments
Benefit
payments to participants or beneficiaries are recorded when paid.
Risks
and Uncertainties
The Plan
provides for various investment options that are exposed to various risks, such
as interest rate risk, credit risk and overall market volatility. As
a result, values of investment securities can be volatile which could adversely
affect participants’ account balances and the amounts reported in the statements
of assets available for benefits.
Recent
market conditions have resulted in an unusually high degree of volatility and
increased the risks of short-term liquidity associated with certain investments
held by the Plan, which could impact the value of investments after the date of
these financial statements.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued Statement of Financial Accounting Standard No.
157 (SFAS 157), Fair Value
Measurements. SFAS 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value and
requires additional disclosures about fair value measurements. SFAS 157
emphasizes that fair value is a market-based measurement, not an entity-specific
measurement, and states that a fair value measurement should be determined based
on assumptions that market participants would use in pricing the asset or
liability. The Plan adopted SFAS 157, effective January 1, 2008, for financial
assets. The implementation of SFAS 157, as it relates to the Plan’s
financial assets, did not have a material impact on the Plan’s financial
statements.
Note
2 – Participant Loans
Participants
can borrow, in exchange for a promissory note, up to the lesser of $50,000 less
the highest outstanding loan during the previous twelve months or 50% of their
aggregate vested account balance in the Plan, including rollovers, subject to
certain maximum limits designated by the IRS. Each note is secured by
a pledge of the participant account balance in the Plan to the extent of the
unpaid balance. Repayments are generally made through level monthly
payroll deductions. The term of a loan cannot exceed four and a half
years for general purpose loans and fifteen years for principal residence
loans. The interest rate charged on a participant loan is fixed for
the duration of the loan at one percentage point above the prime rate as
published in the Wall Street
Journal at the inception of the loan. Interest paid by the
participant is credited to the participant’s account. At December 31,
2008, interest rates on outstanding participant loans ranged from 4.25% to
10.5%.
Note
3 – Contributions
Employee
Contributions
During
2008, each participant could designate a contribution of up to the lesser of
$15,500 or 30% of pretax earnings. For purposes of determining Plan
contributions, pretax earnings are defined as regular pay including commissions
and certain bonuses, but excluding overtime, premium pay and
allowances. Amounts contributed are subject to limitations under IRS
non-discrimination tests. Employee contributions may be allocated
among investment funds in multiples of 1% based upon the participant's
election. Participants have the option to change their contribution
percentages during each pay period.
Participants
who reached the age of 50 on or prior to December 31, 2008, were eligible to
make additional pretax catch-up contributions during 2008. Catch-up
contributions in 2008 were limited to the lesser of $5,000 or 45% of eligible
pay.
Participant
contributions to the Plan may be invested in one of several investment funds
managed by an affiliate of T. Rowe Price Trust Company (“T. Rowe Price”) and two
other fund alternatives not managed by the affiliate. Prior to
September 2002, participant contributions could also be invested in The Brink’s
Company common stock. After September 2002, no participant
contributions could be directed into The Brink’s Company common
stock. Existing participant-directed balances in The Brink’s Company
common stock were eligible to remain in The Brink’s Company common stock, but
any remaining investment in The Brink’s Company common stock (including employer
contributions) on December 31, 2007, were to be sold. The sales occurred between
December 31, 2007 and January
18, 2008,
and the proceeds were reinvested in the same manner as employee contributions
for active participants and in the appropriate targeted retirement age fund for
inactive participants.
Employer
Contributions
The
Company matches 125% of participant contributions up to the first 5% of
contributed pretax earnings. In addition, matching contributions can
be made in cash and allocated to investment funds in the same manner as employee
contributions.
Participants
can direct the investment of both their vested and unvested employer-matching
contributions.
Note
4 – Distributions
Upon
leaving the Company for any reason and after a formal disbursement request is
made by the participant, the full fair value of an employee's contributions and
related investment income and all vested Company-matching contributions and
related investment income will be distributed in cash. The Plan
requires that vested balances less than $5,000 at the date of termination are to
be distributed in cash from the Plan. If a participant's employment
with the Company terminates and the participant has a vested account balance of
more than $5,000, the participant may elect to leave all of their vested balance
in the Plan. Participants who retire on or before their normal
retirement date may elect to defer distribution until age
70½. Participants who work for the Company beyond age 70½, may defer
distribution until they retire.
Note
5 – Plan Transfers
On
October 31, 2008, the Company distributed all of its interest in Brink’s Home
Security Holdings, Inc. (“BHS”) to the Company’s stockholders of record as of
the close of business on October 21, 2008, in a tax-free
distribution. Contributions to BHS employees’ participant accounts in
the Plan ceased as of July 29, 2008. BHS employees’ participant
accounts totaling approximately $68,303,000 were transferred out of the Plan on
July 31, 2008. These account balances were transferred into identical
participant accounts set up as the Brink's Home Security Holdings, Inc. 401(k)
Plan as of that same date.
Note 6 – Related Party
Transactions
Certain
Plan investments are shares of mutual funds and common trust funds managed by T.
Rowe Price, the Trustee. Additionally, the Plan invested in shares of The
Brink’s Company common stock until these shares were sold in early
2008. Such transactions are deemed to be party-in-interest
transactions of the Plan, as are all participant loans.
The
Plan’s investments in The Brink’s Company common stock at December 31, 2008 and
2007, and purchases and sales during 2008, are as follows:
(in
thousands, except share amounts)
|
|
Shares
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
Shares
held at December 31, 2007
|
|
|
479,125 |
|
|
$ |
28,623 |
|
|
$ |
11,595 |
|
Sales
|
|
|
(479,125 |
) |
|
|
(26,731 |
) |
|
|
(11,595 |
) |
Net
depreciation
|
|
|
- |
|
|
|
(1,892 |
) |
|
|
- |
|
Shares
held at December 31, 2008
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
Note 7
– Federal Income Taxes
The
Internal Revenue Service has determined and informed the Company by a letter
dated July 10, 2008, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (IRC). Although the Plan has
been amended since receiving the determination letter, the Company believes that
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC, except as noted below.
In
January 2007, the Company requested a compliance statement under the Voluntary
Compliance Program (VCP) to resolve the failure to timely amend the Plan in
accordance with enacted tax legislation. The Company filed an
addendum on August 30, 2007, to this VCP to request a compliance statement
and approval of a plan to correct certain other operational matters, including
the matter described below.
The Plan
provides that participant accounts with vested balances less than $5,000 be
distributed upon death or termination. However, the Plan had not distributed
approximately 4,100 of these accounts prior to December 31,
2007. Distributions of approximately $1,717,000 were made in
2008.
The IRS
issued a compliance statement to the Plan dated January 17, 2008. The
compliance statement asserted that the Company’s proposed method of correction
and revision of administrative procedures in the VCP submission are appropriate
for the failures identified. The IRS further stated that the matters
identified for remediation and the correction of such matters did not cause the
Plan to be disqualified. Therefore, no provision for income taxes has
been included in the Plan’s financial statements.
Note
8 – Fair Value Measurements
See
“Recent Accounting Pronouncements” in note 1 for a discussion of the Plan’s
adoption of SFAS 157 and the impact of the adoption on the Plan’s financial
statements.
SFAS 157
provides a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. In general, fair values
determined by Level 1 inputs use quoted prices in active markets for identical
assets or liabilities that the Plan has the ability to access. Fair
values determined by Level 2 inputs use other inputs that are observable, either
directly or indirectly. These Level 2 inputs include quoted prices
for similar assets and liabilities in active markets, and other inputs such as
interest rates and yield curves that are observable at commonly quoted
intervals. Level 3 inputs are unobservable inputs, including inputs
that are available in situations where there is little, if any, market activity
for the related asset or liability. In instances where inputs used to
measure fair value fall into different levels of the fair value hierarchy, fair
value measurements in their entirety are categorized based on the lowest level
input that is significant to the valuation. The following is a description of
the valuation methodologies used for investments measured at fair value,
including the general classification of such investments in the fair value
hierarchy.
Mutual
Funds
These
investments are valued using the Net Asset Value (NAV) provided by the
administrator of the fund. The NAV is based on the value of the
underlying assets owned by the fund, minus its liabilities, and then divided by
the number of shares outstanding. The NAV is a quoted price in an
active market and is classified within Level 1 of the fair value
hierarchy.
Common
Trust Funds
These
investments are valued using the NAV provided by the administrator of the
fund. The NAV is based on the value of the underlying assets owned by
the fund, minus its liabilities, and then divided by the number of shares
outstanding. The NAV is classified within Level 2 of the fair value
hierarchy as the unit price is not quoted in an active market. However, the unit
price is based on underlying investments which are either traded on an active
market or are valued based on observable inputs such as market interest rates
and quoted prices for similar securities.
Below are
the Plan’s investments carried at fair value on a recurring basis by the SFAS
157 fair value hierarchy levels described above as of December 31,
2008:
(in
thousands)
|
|
Quoted
Prices in Active Markets
(Level
1)
|
|
|
Significant
Observable Inputs
(Level
2)
|
|
|
Significant
Unobservable Inputs
(Level
3)
|
|
|
Total
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$ |
101,694 |
|
|
|
- |
|
|
|
- |
|
|
$ |
101,694 |
|
Common
trust funds
|
|
|
- |
|
|
|
48,363 |
|
|
|
- |
|
|
|
48,363 |
|
Total
|
|
$ |
101,694 |
|
|
|
48,363 |
|
|
|
- |
|
|
$ |
150,057 |
|
Note
9 – Investments
During
2008, the Plan’s investments (including investments bought, sold and held during
the year) depreciated in value as follows:
|
|
Year
Ended
|
|
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
Net
depreciation of investments at fair value:
|
|
|
|
The Brink’s Company common stock
(see note 6)
|
|
$ |
(1,892 |
) |
Mutual funds
|
|
|
(64,873 |
) |
Common trust
funds
|
|
|
(5,027 |
) |
|
|
$ |
(71,792 |
) |
Investments
at fair value which represent 5% or more of the assets available for benefits at
either December 31, 2008, or December 31, 2007, are as follows:
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
|
2007
|
|
The
Brink’s Company common stock:
|
|
|
|
|
|
|
Matching contributions (see
notes 3 and 6)
|
|
$ |
- |
|
|
|
27,704 |
|
Employee contributions (see
notes 3 and 6)
|
|
|
- |
|
|
|
919 |
|
|
|
|
- |
|
|
|
28,623 |
|
|
|
|
|
|
|
|
|
|
T.
Rowe Price Stable Value Common Trust Fund
|
|
|
40,978 |
|
|
|
37,183 |
|
T.
Rowe Price Blue Chip Growth Fund
|
|
|
* |
|
|
|
17,961 |
|
T.
Rowe Price Equity Index Trust
|
|
|
* |
|
|
|
15,985 |
|
T.
Rowe Price New Horizons Fund
|
|
|
* |
|
|
|
14,438 |
|
T.
Rowe Price Retirement 2015 Fund
|
|
|
8,388 |
|
|
|
13,411 |
|
*Less
than 5% of assets available for benefits
Note
10 – Reconciliation to Form 5500
Assets
available for benefits in the Form 5500 for the Plan reflect a reduction in
assets for deemed distributions of certain participant loans. The
accompanying financial statements do not include the reduction for deemed
distributions as the participants to which deemed distributions relate continue
to retain their assets within the Plan.
Assets
available for benefits in the Form 5500 for the Plan reflect the fully
benefit-responsive investment contracts at fair value. The
accompanying financial statements include an adjustment from fair value to
contract value for these investments.
The
following reconciles assets available for benefits, benefits paid to
participants or beneficiaries, and reductions, net from assets available for
benefits from the Form 5500 to the Plan’s financial
statements:
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
|
2007
|
|
Assets
available for benefits per the Form 5500
|
|
$ |
162,476 |
|
|
|
285,613 |
|
Cumulative
deemed distributions
|
|
|
111 |
|
|
|
111 |
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
384 |
|
|
|
(220 |
) |
Benefits
payable to participants at end of year
|
|
|
68 |
|
|
|
1,826 |
|
Assets
available for benefits per the Statements of Assets Available for
Benefits
|
|
$ |
163,039 |
|
|
|
287,330 |
|
|
|
Year
Ended
|
|
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
Distributions
to participants or beneficiaries per the Form 5500
|
|
$ |
30,204 |
|
Benefits
payable to participants at end of year
|
|
|
(68 |
) |
Benefits
payable to participants at beginning of year
|
|
|
1,826 |
|
Distributions
to participants or beneficiaries per the Statement of Changes in Assets
Available for Benefits
|
|
$ |
31,962 |
|
|
|
Year
Ended
|
|
|
|
December
31,
|
|
(In
thousands)
|
|
2008
|
|
Total
reductions, net per the Form 5500
|
|
$ |
(24,472 |
) |
Prior
year adjustment from fair value to contract value for fully
benefit-responsive investment contracts
|
|
|
220 |
|
Adjustment
from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
384 |
|
Total
reductions, net per the Statement of Changes in Assets Available for
Benefits
|
|
$ |
(23,868 |
) |
THE
BRINK’S COMPANY 401(k) PLAN
Schedule
H, Line 4i, Schedule of Assets (Held at End of Year)
December
31, 2008
(In
thousands, except share amounts)
Identity
of Issuer, Borrower, Lessor or Similar Party
|
Description
of Investment Including Maturity Date, Rate of Interest, Collateral, Par
or Maturity Value
|
|
Current
Value
|
|
ING
Investments, LLC
|
570,953
shares in the ING International Value Fund
|
|
$ |
5,395 |
|
|
|
|
|
|
|
Lord
Abbett
|
165,829
shares in the Lord Abbett Mid Cap Value Fund
|
|
|
1,718
|
|
|
|
|
|
|
|
*T.
Rowe Price
|
41,361,780
shares in the Stable Value Common Trust Fund
|
|
|
40,978 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
451,237
shares in the Spectrum Income Fund
|
|
|
4,661 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
308,444
shares in the Equity Income Fund
|
|
|
5,268 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
268,956
shares in the Equity Index Trust
|
|
|
7,386 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
226,059
shares in the Small Cap Value Fund
|
|
|
5,312 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
341,692
shares in the New Horizons Fund
|
|
|
6,079 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
137,916
shares in the Mid-Cap Growth Fund
|
|
|
4,506 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
330,155
shares in the Blue Chip Growth Fund
|
|
|
7,597
|
|
|
|
|
|
|
|
*T.
Rowe Price
|
218,399
shares in the Retirement 2005 Fund
|
|
|
1,887
|
|
|
|
|
|
|
|
*T.
Rowe Price
|
571,199
shares in the Retirement 2010 Fund
|
|
|
6,403 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
1,010,598
shares in the Retirement 2015 Fund
|
|
|
8,388 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
728,921
shares in the Retirement 2020 Fund
|
|
|
8,098 |
|
|
|
|
|
|
|
|
|
|
|
|
Identity
of Issuer, Borrower, Lessor or Similar Party
|
Description
of Investment Including Maturity Date, Rate of Interest, Collateral, Par
or Maturity Value
|
|
Current
Value
|
|
*T.
Rowe Price
|
982,772
shares in the Retirement 2025 Fund
|
|
|
7,803
|
|
|
|
|
|
|
|
*T.
Rowe Price
|
701,190
shares in the Retirement 2030 Fund
|
|
|
7,825 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
763,380
shares in the Retirement 2035 Fund
|
|
|
5,947 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
463,992
shares in the Retirement 2040 Fund
|
|
|
5,141 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
812,030
shares in the Retirement 2045 Fund
|
|
|
5,993 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
255,054
shares in the Retirement 2050 Fund
|
|
|
1,581 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
19,416
shares in the Retirement 2055 Fund
|
|
|
119 |
|
|
|
|
|
|
|
*T.
Rowe Price
|
191,076
shares in the Retirement Income Fund
|
|
|
1,972 |
|
|
|
|
|
|
|
*Participant
Loans
|
Participant
loans at interest rates ranging from 4.25% to 10.5%, maturities not to
exceed 4.5 years for general purpose and 15 years for principal
residence
|
|
|
11,979 |
|
|
|
|
$ |
162,036 |
|
The
cost of participant-directed investments is not required.
*Indicates
a party-in-interest investment.
See
accompanying Report of Independent Registered Public Accounting
Firm.
EXHIBIT
INDEX
Exhibit
Number Description
23 Consent
of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
The Brink’s Company 401(k)
Plan
|
|
(Name
of Plan)
|
|
|
|
|
|
/s/ Michael J. Cazer
|
|
(Michael
J. Cazer
|
|
Chief
Financial Officer
|
|
of
The Brink’s
Company)
|
Date:
June 15, 2009