UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 [ ] 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 ------ THE BRINK'S COMPANY 401(k) PLAN (Full title of the Plan) THE BRINK'S COMPANY (Name of the issuer of securities held pursuant to the Plan) P.O. BOX 18100 1801 BAYBERRY COURT RICHMOND, VIRGINIA 23226-8100 (Address of issuer's principal (Zip Code) executive offices)
THE BRINK'S COMPANY 401(k) PLAN Financial Statements and Schedules December 31, 2003 and 2002 (With Report of Independent Registered Public Accounting Firm) 2
THE BRINK'S COMPANY 401(k) PLAN Index to Financial Statements and Schedules December 31, 2003 and 2002 Pages ----- Report of Independent Registered Public Accounting Firm 4 Financial Statements - -------------------- Statements of Assets Available for Benefits December 31, 2003 and 2002 5 Statement of Changes in Assets Available for Benefits Year Ended December 31, 2003 6 Notes to Financial Statements 7-13 Schedules - --------- Schedule H, Line 4i, - Schedule of Assets (Held at End of Year) - December 31, 2003 14 Schedule H, Line 4j, - Schedule of Reportable Transactions Year Ended December 31, 2003 15 Other schedules not filed herewith are omitted because of the absence of conditions under which they are required to be filed. 3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- The Pension Committee of the Board of Directors 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, 2003 and 2002, and the related statement of changes in assets available for benefits for the year ended December 31, 2003. 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, 2003 and 2002, and the changes in assets available for benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Richmond, Virginia June 16, 2004 4
THE BRINK'S COMPANY 401(k) PLAN Statements of Assets Available for Benefits December 31, (In thousands) 2003 2002 - ------------------------------------------------------------------------------- Assets Investments at fair value: The Brink's Company common stock $ 72,781 56,333 Mutual funds 103,781 73,122 Common trust funds 20,088 15,393 Notes receivable from participants 12,674 13,206 Investments at contract value 50,242 57,262 - ------------------------------------------------------------------------------- Total investments 259,566 215,316 Receivables: Participant contribution $ 1,154 1,257 Employer contributions 515 699 Interest 43 56 - ------------------------------------------------------------------------------- Total receivables 1,712 2,012 Cash and cash equivalents 74 9 - ------------------------------------------------------------------------------- Assets available for benefits $ 261,352 217,337 =============================================================================== See accompanying notes to financial statements. 5
THE BRINK'S COMPANY 401(k) PLAN Statement of Changes in Assets Available for Benefits Year Ended December 31, (In thousands) 2003 - ------------------------------------------------------------------------------ Income: Dividends $ 3,757 Interest 740 Net appreciation in fair value of investments: Participant-directed 26,967 Nonparticipant-directed 13,550 - ------------------------------------------------------------------------------ Net appreciation 40,517 Contributions: Participant 21,107 Employer 10,747 Rollover 1,310 - ------------------------------------------------------------------------------ Total additions 78,178 Distributions to participants or beneficiaries (34,163) - ------------------------------------------------------------------------------ Net increase 44,015 Assets available for benefits: Beginning of year 217,337 - ------------------------------------------------------------------------------ End of year $ 261,352 ============================================================================== See accompanying notes to financial statements. 6
THE BRINK'S COMPANY 401(k) PLAN Notes to Financial Statements December 31, 2003 and 2002 1. Plan Information and Summary of Significant Accounting Policies In May 2003, The Pittston Company's shareholders approved a proposal to change its name to "The Brink's Company." The Brink's Company's shares now trade on the New York Stock Exchange under the symbol "BCO"; shares previously traded under the symbol "PZB." Also, in May 2003, The Savings-Investment Plan of The Pittston Company and its Subsidiaries was amended to change the name of the plan to The Brink's Company 401(k) Plan (the "Plan"). Description of 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 Administrative Committee has approved participation) are eligible to participate on the first day of the month following thirty days of full time service. Participants must complete six months of service before Company matching contributions commence. 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. After each of these withdrawals, employer matching contributions are suspended for six months. (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. After each hardship withdrawal, employee pretax contributions are suspended for twelve months. 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; (b) All or a portion of earnings attributable to after-tax contributions; (c) All or a portion of Company matching contributions in respect to after-tax contributions made prior to January 1, 1985; (d) Any rollover contributions. 7
Certain withdrawals of vested Company matching contributions made after December 31, 1984 require the employer to suspend making matching contributions on behalf of the participant for a period of six months. Vesting Policy A participant is 100% vested in the value of his or her pretax contributions. Vesting in the Company matching contributions is based on years of service. Vesting in the Company matching contributions during 2003 was based on years of service as follows: Less than 2 years None 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 nonvested 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 $711,000 in 2003. Employer contributions receivable are net of forfeitures of $71,000 and $31,000 at December 31, 2003 and 2002, respectively. 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 by action of the Company's Board of Directors, 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 and present assets available for benefits and changes in those assets available for benefits. The fair value of common stock, mutual fund investments and common trust fund investments is determined by using quoted market prices. The contract value (contributions made plus interest accrued at the contract rate less withdrawals and fees) of certain investments approximates fair value. Participant notes receivable are valued at cost, which approximates fair value. 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. Benefits are recorded when paid. Use of Estimates ---------------- In accordance with accounting principles generally accepted in the United States of America, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ materially from those estimates. 8
Risks and Uncertainties ----------------------- The Plan provides for various investment options that may be exposed to various risks, such as interest rates, credit and overall market volatility. Because of this, values of investment securities are expected to be volatile which could adversely affect participants' account balances and the amounts reported. 2. Participant Notes Receivable Participants can borrow, in exchange for a promissory note, up to the lesser of $50,000 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 five years for general purpose loans and fifteen years for principal residence loans. The interest rate charged on a participant notes receivable is one percentage point above the prime rate as published in the Wall Street Journal. Interest paid by the participant is credited to the participant's account. 3. Contributions Employee Contributions ---------------------- In 2003, each participant could designate a contribution of up to the lesser of 12,000 or 30% of pretax earnings. Amounts contributed are subject to limitations under IRS non-discrimination tests. 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. Employee contributions may be divided 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. Participant contributions to the Plan may be invested in one of several investment funds managed by T. Rowe Price Trust Company ("T. Rowe Price") and two other fund alternatives not managed by T. Rowe Price. Prior to September 2002, participant contributions could be invested in The Brink's Company common stock. After September 2002, no future participant contributions could be directed into The Brink's Company common stock; however, existing participant-directed balances in The Brink's Company common stock were eligible to remain in The Brink's Company common stock. Employer Contributions ---------------------- Company matching contributions are in the form of The Brink's Company common stock. Participants may transfer their matching contributions in The Brink's Company common stock to other investment options when the matching contributions vest. Effective June 1, 2003, the Plan was amended with respect to the rates at which the Company matches participant contributions as follows: June 1, 2003 January 1, 2003 to to December 31, 2003 May 31,2003 ------------------------------------------------------------------------- Brink's, Incorporated 75% 100% Brink's Home Security, Inc. 75% 75% BAX Global Inc. 75% 75% Air Transport International, LLC 75% 50% Pittston Coal Company 75% 50% Pittston Minerals Ventures 75% 50% Brink's Administrative Services 75% 100% The Brink's Company 75% 100% 9
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, except payouts from The Brink's Company stock fund which will be made in shares unless cash payment is specifically requested. The value of any fractional shares will be distributed in cash. The Plan requires that vested balances less than $5,000 at the date of termination are to be distributed from the Plan. If a participant's employment with the Company terminates and he or she has a vested account balance of more than $5,000, he or she may elect to leave all of his or her contributions and related investment income and the vested portion of Company contributions and related investment income in the Plan. Participants who retire on or before their normal retirement date may elect to defer distribution until age 70 1/2. Participants who work beyond age 70 1/2, may defer distribution until they retire. 5. Related Party Transactions Certain Plan investments are shares of mutual funds, common trusts, and investment contracts managed by T. Rowe Price, the Trustee. Additionally, the Plan invests in shares of The Brink's Company common stock. Such transactions are deemed to be party-in-interest transactions of the Plan as are all participant notes receivable. The Plan's investments in The Brink's Company common stock at December 31, 2003 and 2002, and purchases and sales during 2003, are as follows: (in thousands except per share amounts) Shares Fair Value Cost ------------------------------------------------------------------------------------- Shares held at December 31, 2002 3,048,299 $ 56,333 65,852 Purchases during 2003 810,692 $ 12,893 12,893 Sales during 2003 639,999 $ 10,503 13,574 Shares held at December 31, 2003 3,218,992 $ 72,781 65,171 6. Federal Income Taxes The Plan obtained its latest determination letter on July 2, 2003, in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with Section 401(a) of the Internal Revenue Code ("IRC") and accordingly, the Plan is exempt from income tax under Section 501(a) of the IRC. The letter states that the Plan complies in form with the series of tax law changes collectively referred to as GUST. The Company is not aware of any actions or events which could jeopardize the tax-exempt status of the Plan. 10
7. Investments During 2003, the Plan's investments (including investments bought, sold and held during the year) appreciated in value as follows: Year Ended December 31, 2003 -------------------------------------------------------------------- (In thousands) Appreciation of investments at fair value as determined by quoted market prices: The Brink's Company common stock $ 14,058 Mutual funds 22,098 Common trust funds 4,361 -------------------------------------------------------------------- $ 40,517 ==================================================================== In 2003 and 2002, participants had the option to invest in the T. Rowe Price Stable Value Common Trust fund (the "Stable Value Fund") generally investing in money market funds, short-term investments and benefit-responsive investment contracts, including synthetic investment contracts, issued by banks, insurance companies and other high-quality issuers. The Stable Value Fund seeks to maintain a constant net asset value and, as a result, allows participants to withdraw all or a portion of their investment at contract value. The investment contracts held by the Stable Value Fund are nontransferable, but provide for these benefit-responsive withdrawals by Plan participants at the contract value. The Stable Value Fund is presented in the financial statements at contract value, as reported to the Plan by the Trustee. Generally, contract value approximates fair value. If an event occurs that may impair the ability of the contract issuer to perform in accordance with the contract terms, fair value may be less than contract value. The investments in the Stable Value fund may have fixed rates of interest for fixed periods of time, or may have rates of interest that vary during the contract period based on the contract issuer's investment experience or on another formula applicable under the contract. The average yield on investments held by the fund was approximately 4.7% and 5.6% at December 31, 2003 and 2002, respectively. Maturities of the investment contracts held by the fund at December 31, 2003 ranged from 2004 to 2039 (December 31, 2002 ranged from 2003 to 2039). 11
Investments at fair value or contract value which represent 5% or more of the assets available for benefits at December 31 are as follows: December 31, 2003 2002 -------------------------------------------------------------------------------------------- (In thousands) The Brink's Company common stock: Matching contributions (see notes 3 and 8) $ 69,458 52,844 Employee contributions (see note 3) 3,323 3,489 -------------------------------------------------------------------------------------------- 72,781 56,333 T. Rowe Price Stable Value Common Trust Fund 50,242 57,262 T. Rowe Price Personal Strategy Balanced Fund 25,481 19,037 T. Rowe Price Equity Index Trust 20,088 15,393 T. Rowe Price Blue Chip Growth Fund 20,355 15,931 T. Rowe Price New Horizons Fund 16,192 * Notes receivable from participants * 13,206 -------------------------------------------------------------------------------------------- * Less than 5% of assets available for plan benefits at the end of the year. 8. Nonparticipant-Directed Investments In September 2002, the Plan was amended to allow participants to diversify their vested matching contribution investments in The Brink's Company common stock. As a result, the vested portion of the matching contribution investment in The Brink's Company common stock is considered participant-directed; however since changes in the components of vested and nonvested matching contribution investments cannot be separately determined, all vested and nonvested matching contribution investments in The Brink's Company common stock are disclosed as nonparticipant-directed in the financial statements. Information about the assets available for benefits and changes in assets available for benefits relating to the nonparticipant-directed investments is as follows: December 31, Nonparticipant-directed Investments 2003 2002 --------------------------------------------------------------------------------- (In thousands) Assets available for benefits: The Brink's Company common stock: Vested matching contributions $ 63,893 49,414 Nonvested matching contributions 5,565 3,430 --------------------------------------------------------------------------------- 69,458 52,844 Employer contributions receivable to nonparticipant-directed accounts 515 699 --------------------------------------------------------------------------------- $ 69,973 53,543 ================================================================================= 12
Year Ended December 31, Nonparticipant-directed investments (continued) 2003 ------------------------------------------------------------------------------- (In thousands) Changes in Assets available for benefits: Contributions to nonparticipant-directed accounts $ 10,747 Dividends 294 Net appreciation 13,550 Distributions to participants or beneficiaries (4,809) Transfers to participant-directed investments (3,352) ------------------------------------------------------------------------------- $ 16,430 =============================================================================== 9. Reconciliation to Form 5500 The Form 5500 for the Plan reflects a reduction in assets for deemed distributions of certain participant loans in the statements of assets available for benefits as of December 31, 2003 and 2002, respectively. 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. The following reconciles assets available for benefits and benefits paid to participants from the Form 5500 to the Plan financial statements: December 31, 2003 2002 ------------------------------------------------------------------------------------------- (In thousands) Assets available for benefits per the Form 5500 $ 261,231 217,228 Cumulative deemed distributions 121 109 -------------------------------------------------------------------------------------------- Assets available for benefits per the Statements of Assets Available for Benefits $ 261,352 217,337 ============================================================================================ Year Ended December 31, 2003 ----------------------------------------------------------------------- (In thousands) Distributions to participants per the Form 5500 $ 34,175 Changes in the amount of deemed distributions (12) ----------------------------------------------------------------------- Distributions paid to participants per the Statements of Changes in Assets Available for Benefits $ 34,163 ======================================================================= 13
THE BRINK'S COMPANY 401(k) PLAN Schedule H, Line 4i, Schedule of Assets (Held at End of Year) December 31, 2003 (In thousands, except share amounts) Identity of Cost Issuer, Borrower, Description of Investment Including Maturity Date, (nonparticipant- Current Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value directed only) Value - ---------------------------------------------------------------------------------------------------------------------------- The Brink's Company* 3,218,992 shares of The Brink's Company common stock; $1 par value $ 62,238 72,781 ING Investments, LLC 365,535 shares in the ING International Value Fund 5,523 Lord Abbett 34,321 shares in Lord Abbett Mid Cap Value Fund 646 T. Rowe Price* 50,241,775 shares in the Stable Value Common Trust Fund 50,242 T. Rowe Price* 373,129 shares in the Spectrum Income Fund 4,392 T. Rowe Price* 341,594 shares in the Equity Income Fund 8,253 T. Rowe Price* 650,720 shares in the Equity Index Trust 20,088 T. Rowe Price* 304,348 shares in the Small Cap Value Fund 8,945 T. Rowe Price* 652,912 shares in the New Horizons Fund 16,192 T. Rowe Price* 248,068 shares in the Personal Strategy Income Fund 3,440 T. Rowe Price* 1,542,423 shares in the Personal Strategy Balanced Fund 25,481 T. Rowe Price* 378,603 shares in the Personal Strategy Growth Fund 7,311 T. Rowe Price* 75,594 shares in the Mid-Cap Growth Fund 3,243 T. Rowe Price* 715,459 shares in the Blue Chip Growth Fund 20,355 Notes receivable Participant notes receivable at interest from participants* rates ranging from 5.0% to 10.93%, maturities not to exceed 5 years for general purpose and 15 years for principal residence 12,674 - ------------------------------------------------------------------------------------------------------------------------ $ 259,566 ======================================================================================================================== The cost of participant-directed investments is not required. *Indicates a party-in-interest investment. See accompanying Report of Independent Registered Public Accounting Firm. 14
THE BRINK'S COMPANY 401(k) PLAN Schedule H, Line 4j, Schedule of Reportable Transactions For the Year Ended December 31, 2003 (In thousands, except number of purchase and sale amounts) Description of Current asset (include Expense value of interest rate and incurred asset on Identity of maturity in case Purchase Selling Lease with Cost of Transaction Net gain party involved of a loan) Price Price Rental Transaction Asset Date or (loss) - ----------------------------------------------------------------------------------------------------------------------------- The Brink's Company The Brink's Company common stock 30 purchases 10,997 N/A N/A N/A 10,997 10,997 N/A The Brink's Company The Brink's Company common stock 222 sales N/A 8,607 N/A N/A 11,389 8,607 (2,782) ============================================================================================================================= Transactions under an individual account plan that a participant or beneficiary directed with respect to assets allocated to his or her account are not treated for purposes of line 4j as reportable transactions. Transactions listed represent a series of transactions in a security of the same issue in excess of 5% of the plan market value as of December 31, 2002. See accompanying Report of Independent Registered Public Accounting Firm. 15
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/ Frank T. Lennon ------------------------------------ (Frank T. Lennon Vice President-Human Resources and Administration of The Brink's Company) Date: June 28, 2004 16
Exhibit 23 Consent of Independent Registered Public Accounting Firm The Pension Committee of the Board of Directors The Brink's Company: We consent to the incorporation by reference in the registration statements (Nos. 333-02219, 333-78633, and 333-70766) on Form S-8 of The Brink's Company of our report dated June 16, 2004, relating to the statements of assets available for benefits of The Brink's Company 401(k) Plan as of December 31, 2003 and 2002, and the related statement of changes in assets available for benefits for the year ended December 31, 2003, which report appears in the December 31, 2003 Annual Report on Form 11-K of The Brink's Company 401(k) Plan. /s/ KPMG LLP Richmond, Virginia June 21, 2004