Edward Cunningham Thomas C. Schievelbein - Chairman of The Board, Chief Executive Officer, President and Member of Executive Committee Joseph W.

Dziedzic - Chief Financial Officer and Vice President

Ian A. Zaffino - Oppenheimer & Co.

Inc., Research Division Clint D. Fendley - Davenport & Company, LLC, Research Division Douglas Greiner - Compass Point Research & Trading, LLC, Research Division Jeffrey T.

Kessler - Imperial Capital, LLC Maharth Kapur

Thank you, Denise. Good morning, everyone.

Joining me today are CEO, Tom Schievelbein; and CFO, Joe Dziedzic. As you most of you know, we report results on both a GAAP and non-GAAP basis.

The non-GAAP results exclude a number of items including U.S. retirement expenses, acquisitions and dispositions and some currency-related items.

The 2013 non-GAAP results also use the expected full year tax rate of 37.5%. A summary reconciliation of non-GAAP to GAAP EPS is provided on Page 2 of the release.

More detailed reconciliations are provided in the release and in the appendix to the slides we're using today. The slides are included in this morning's 8-K filing, and are available on our website.

From this point on, our comments will focus on non-GAAP results from continuing operations, which we believe make it easier for investors to assess operating performance between periods. On a non-GAAP basis, first quarter earnings from continuing operations came in at $0.35 per share versus $0.67 last year.

This year's results include a $0.24 charge related to the robbery at the Brussels airport. The segment margin rate was 5.2%.

Excluding the theft loss, the margin rate was 7.2%. Organic revenue growth for the quarter was 6%.

Currency translation had a negative impact of $24 million on revenue, $3 million on profit and $0.04 at the EPS level. Tom and Joe will provide more details on these results and our outlook for the rest of the year.

For those of you who model our results, please note that Page 7 of the press release provides a summary of selected results and outlook items that should be helpful in forecasting 2013 results in more detail. I'll now turn the call over to Tom.

Thanks, Ed. Good morning, everyone.

First quarter earnings came in at $0.35 per share, which is far better than we expected at the beginning of the quarter when you consider that the results included the $0.24 charge for the robbery, as well as a profit decline in North America. Profits from our international operations were much stronger than anticipated, especially in Latin America and the Asia-Pacific region.

Looking ahead to the rest of the year, we expect profits from international operations to offset reduced expectations in North America, and that we will achieve our full year segment margin rate range of 6% to 6.5%. Joe will provide details behind our results and our full year outlook in a few minutes.

As far as the robbery goes, I trust you understand why we do not discuss details regarding our security losses. What I can tell you is this: on February 18, criminals attacked a plane at the Brussels airport that was about to embark on a flight to Switzerland.

The diamonds that were stolen belong to customers of Brink's and several other security companies. Although Brink's was not attacked, we assume custody of our shipments from pickup through delivery.

I'm happy that no one was hurt, and all of our customers were fully reimbursed within 48 hours of the robbery. The pretax charge related to our robbery was $19 million.

It's important to note that our practice has always been to allocate this type of expense to our 2 reporting segments, much as we do with our other global expenses. The result is that North American profits were reduced by about $4 million because of a robbery that took place in Europe.

The balance of the charge, or about $15 million, was allocated to international operations. We are working with the authorities in connection with this incident and do not expect to provide any additional details beyond what we've already disclosed.

Now let me move on to an update of our global operations. Our primary goal is to reposition Brink's for long-term growth.

An important part of our strategy is to maximize profits in developed markets of North America and Europe as we invest in developing and adjacent markets. To execute this strategy, we've invested in productivity, exited unprofitable markets, strengthened our leadership team and are transforming our culture to become more focused on our customers, innovation, new opportunities and leveraging the power of the Brink's brand.

In North America, our goal to return to a 7% segment margin will take longer and cost more than expected. The ongoing pressure on volume and price has exceeded our actions to reduce costs, consolidated brand structure, optimization of routes and enhanced productivity.

In fact, first quarter results were a step backwards, as margins were unacceptably low even after adding back the $4 million impact of the Belgium robbery. On our February call, we said we expected 2013 North American margins to be in the 4% range.

We now expect full-year margins of this region to be in the 2% to 3% range. In addition to the ongoing pressure on volume and price and the impact of the Brussels loss, unexpected internal issues arose.

For example, first quarter results were hurt by IT-related service outages in our legacy systems that affected our customers and resulted in a $1.5 million profit reduction. Patty Watson, our new Chief Information Officer, is leading the effort to centralize our global IT operations to improve efficiency, service levels and decision-making.

I'm confident that Patty and her team are expediting the remediation of these systems, but there will be some additional expenses associated with completing this work. Mel Parker, who joined Brink's in January as the President of North America, has been working through these primarily U.S.-based issues.

He has also decided to make more changes to North America's senior management team than we originally anticipated. This will temporarily increase severance and subsequent onboarding costs for the new management, but these changes are critical to the future of the region.

Now we'll be very proactive in taking the additional actions necessary to turn this business around. In Europe, our decision to exit certain underperforming markets boosted 2012 margins to about 7%.

Our first quarter profits were down due primarily to the impact of the robbery of the Belgium airport. We otherwise remain on track in our efforts to sustain profits near the level we achieved in 2012.

Moving forward, we will continue to pursue additional productivity improvements and deliver new higher-value solutions. We are working on a number of opportunities, including the expansion of our end-to-end ATM network management capabilities, which our Threshold business is currently providing in Canada.

Now let's move on to Latin America, our largest and fastest growing region. As expected, profits declined versus exceptionally strong year-ago levels, but were much stronger than we originally anticipated, despite a moderation in revenue growth, the currency devaluation in Venezuela and lower results in Brazil that Joe will discuss shortly.

For the full year, we expect strong profit improvement based on growth across most of the region. This profit growth will be at least partially offset by our productivity investments, and we're assuming additional currency devaluation in Venezuela in the third quarter.

But overall, we remain very optimistic about Latin America's long-term growth prospects, and will continue to invest aggressively there. Finally, our relatively small Asia-Pacific operations have been restructured under the leadership of Amit Zuckerman, the President of our global services businesses.

First quarter results, profits in the region improved substantially, reflecting the benefits of the streamlined cost structure and higher global shipments of precious metals. Now before turning it over to Joe, I'll briefly update you on some of our strategic actions to exit underperforming businesses, and to redirect our investments into growing our developing markets and adjacent businesses.

As we announced in February, we completed our exit of the underperforming guarding businesses in France and Morocco, and we're working to complete our exit of the cash-in-transit market in Germany. We recently completed the exit of the CIT market in Poland.

And earlier this week, we announced our planned exit of the cash-in-transit market in Turkey. Together, these businesses generated more than $100 million in revenue, but had about $17 million in annual operating losses.

There was also a fair amount of activity on the acquisition front during the quarter. In Latin America, we acquired the remaining 26% ownership interest in our cash-in-transit business in Chile for $18 million.

We also acquired Brazil-based Redetrel for $26 million. Redetrel is a distributor of electronic prepaid products including mobile phone airtime, with a network of about 20,000 retail locations.

The strong distribution network supplements our ePago walk-in payments business, which has operations in Brazil, Mexico, Colombia and Panama. We also announced the initial rollout of the Brink's Money payroll card to U.S.

employers, which is just getting underway. We do not expect Brink's Money or Redetrel to have a meaningful near-term impact on our results, but these investments demonstrate our commitment to entering adjacent markets, where we can leverage the brand.

You can expect to see additional products and services in this segment in the future. In closing, we are focused on taking decisive action to improve near-term results, while positioning Brink's to achieve long-term success.

Our new leadership team is in place and highly focused on pursuing new opportunities to reduce costs, improve productivity and deliver new solutions for our customers. Successful execution in 2013 and '14 is critical as we're not assuming a significant contribution from new higher-value solutions until the end of 2015.

By then, we expect to have achieved substantial margin expansion in our core business that will be supplemented by higher-margin revenue from these new services. I assure you that we have a great sense of urgency, but it's balanced by the discipline and commitment needed to make the investments to drive our long-term success.

I'll now turn it over to Joe, who will provide the details regarding our results and our outlook. Joe?

Thanks, Tom. I'll start with a summary of first quarter results, and then cover the assumptions behind our full-year outlook.

Total revenue for the quarter grew 4% on a reported basis and 6% on an organic basis, due mainly to organic growth in the Latin America region driven by Venezuela and Argentina. The unfavorable currency impact of 3% was driven by Brazil and Venezuela.

Segment operating profits fell $25 million due to the $19 million Belgium theft loss; a $4 million profit decline in North America, which excludes the allocated cost from the Belgium loss; and unfavorable currency of $3 million. The earnings per share declined due to the decline in operating profit.

The earnings per share bridge highlights the $0.31 decline due to segment operating profit, with $0.24 directly attributable to the Belgium robbery. The unfavorable currency impact and decline in North America earnings make up the remaining $0.07.

Let's look a little closer at total segment results. Organic revenue growth of 6% was in line with our annual guidance of 5% to 8%.

Most of the growth came from international operations led by Latin America. But we also had organic growth in Europe and the Asia Pacific region, which reflect strong growth in our global services businesses.

North America revenue was flat and profits fell by $8 million, including $4 million from the Belgium theft loss. The additional decline in North America was due to continued price and volume pressures and the IT remediation costs that Tom discussed.

International profits declined by $17 million, which includes a $15 million expense for the theft loss and a negative currency impact of $3 million. Latin America profits were down compared to last year's very strong results.

But we're better than we expected entering the first quarter due to improvement in Venezuela and Mexico and slightly slower investment in productivity initiatives. Excluding the Belgium loss and unfavorable currency, the international segment profit was flat versus last year as growth in the global services business, Venezuela and Netherlands was offset by a decline in Brazil.

Precious metals movement was very strong in the first quarter, particularly in India, China, Switzerland, the U.S. and the U.K.

Diamond and jewelry activity was mixed during the quarter, as lower volumes early in the quarter were offset by improvement later in the quarter, particularly the Hong Kong diamond and jewelry show. In Brazil, we experienced a decline in profit, primarily from wage inflation and slowing volumes.

A portion of the wage increase was caused by the passage of a new law last December that raises the wages of many workers in our industry by about 30%. This wage increase has not been finalized, and the market has not adjusted the pricing to customers to reflect this increase in cost.

We anticipate a recovery of much of this increase later in the year. The total segment margin rate declined by 280 basis points to 5.2%, due mainly to the Belgium theft loss and a profit decline in North America.

Excluding the theft loss, the total segment margin was 7.2%, reflecting an international margin of 8.9% and a North America margin of about 2%. First quarter cash flow from operating activities, excluding changes in customer obligations and discontinued operations, declined by $15 million versus last year due to the decline in operating profit.

Capital expenditures and capital leases declined by $5 million versus last year, as we continue to reduce maintenance and capital spending through efficiency projects and reallocated more of our spending to growth and productivity initiatives. The North America region decreased CapEx by $11 million, primarily due to the timing of purchases of armored vehicles and CompuSafe units.

International segment CapEx spend increased by $7 million due to investment in productivity initiatives in Latin America. Our plan in 2013 is to hold the capital spend near the 2012 level of $203 million.

We will continue to focus on efficiently deploying capital to maintain a level of safety and security that Brink's is known for, while reallocating capital to focus on growth and productivity efforts. Net debt increased by $104 million to $336 million due to the $56 million in acquisitions that Tom described earlier, the Belgium theft loss, the normal annual payments that are made in the first quarter and an increase in working capital.

Our overall guidance for the year has not changed. We still expect the full year margin rate to come in between 6% and 6.5%, as continued improvement in international profits is expected to offset the impact of the robbery and a profit decline in North America.

We continue to expect organic revenue growth of 5% to 8%, driven primarily by Latin America at similar growth rates to 2012 with no significant growth in North America or Europe. We are expecting an unfavorable currency impact of between 2% and 4%, due primarily to currency devaluation in Venezuela.

In February, Venezuela devalued its currency by about 16% versus the exchange rate we were using to report our results. Our guidance still assumes a total devaluation of about 40% for the year, the total impact of which is estimated to be a reduction of $130 million in revenue.

In North America, we expect the weak revenue trend of the last few years to continue, and we've reduced our margin outlook from about 4% to 2% to 3%. The steps we've taken to improve results in North America, which include exiting unprofitable markets, consolidating branches, reducing headcount and investing in productivity, have clearly been insufficient in offsetting price and volume pressures.

We have included additional costs in our estimate for the rollout of The Brink's Money payroll card later in the year, which will enable us to leverage our brand to accelerate our entry into this new space for Brink's. The goal to achieve our historical margins of 6% to 7% is still very much in place, but as Tom said, it will take longer and cost more than we expected.

In the meantime, we will continue to focus our commercial efforts to get closer to our customers, to understand their challenges and deliver differentiated solutions. But this, too, will take some time.

In summary, 2013 for North America will be devoted to strengthening senior management, building more robust IT capabilities and developing the commercial capability to stabilize price and volume. In Europe, we are assuming a slight decline in profits from a contract loss in France and the absence of last year's favorable commercial settlement.

We do not believe there is enough growth in these mature markets in 2013 to offset these items. In Latin America, we expect continued profit growth across most countries driven by strong organic revenue growth.

The Venezuela devaluations and an increase in our productivity investments will offset some of this growth. We expect the payback on the productivity investments to be realized in 2015 and beyond as the implementation costs decline and the benefits accelerate.

In summary, we remain very focused on continuing to take the necessary steps to maximize margins in the mature U.S. and Europe cash-in-transit markets, invest in developing markets and build strong growth businesses in adjacent markets.

Tom covered examples of our recent actions in each of these areas of our strategy. Our new leadership team is highly focused on delivering solutions to our customers, protecting our employees and generating strong returns to our shareholders.

Denise, let's open it up for questions.

A couple of questions here. The first one, on the precious metals and diamond/jewelry, as you look into this quarter and the outlook, do you still see sort of precious metals remaining strong globally, particularly with the price of gold coming down?

And has jewelry and diamonds, has that continued to sort of rise that you saw throughout the last quarter, is that continuing into this quarter?

So in terms of precious metals, we're certainly hopeful that this is going to continue to be very strong. It's always difficult to say based on what the price of the precious metals are versus the import, versus the storage.

And so we're certainly hopeful that it maintains its robust nature. Diamond and jewelry is pretty much the same.

We had a very slow start to the quarter, but we had a good end of it with the Hong Kong Diamond & Jewelry Show. Joe, any other comments on either of those 2?

No, I think you covered it.

Okay. So basically, the upward trend in diamond/jewelry has continued?

So far.

Okay. And then this is a bigger picture, kind of more of a philosophical question.

But as you look at all the cost and volume pressures in North America, what would it take, and do you have a desire to maybe transition or transform the company into more of a low-cost provider? It doesn't seem like -- you have a premium product it doesn't seem like anyone's willing to pay you for it, or fewer people are willing to pay you for it.

Can you sort of morph into somewhat of a lower-cost provider? And do you have a desire to do so?

Kind of a hard question to answer, Ian. Certainly, what we are looking to do is to get our costs in line and to continue to provide differentiated solutions to our customers.

So -- and we believe that we can do that in North America. We believe we can do that in Europe, which is what we've been successful at.

And we believe that we can do it in Latin America. But we have to demonstrate that.

So philosophically, that's where we're going.

Okay. So you're not of the mind of saying, "Hey, what we're doing is a commodity business.

And therefore, we have to offer the best price possible"?

Even on a commodity business, then you have to have big costs in line.

I wondered, what was the segment margin in North America if you excluded the robbery?

It was about 2%. It was about a $4 million impact on the region.

Okay. And I guess following that, what would have been?

So did you allocate it evenly between international and in the U.S, then?

We -- debt falls into the bucket of costs that we allocate fundamentally by revenue. So it got about a little over 20% of the total costs for that loss plus the corporate overhead cost that we allocate.

Got it. And so we have a lower outlook for the business in North America in terms of margins.

Have there been any significant contract losses since you last reported?

No, no significant contract losses, Clint.

Okay. And so I mean, is it just -- is the story, I assume, pretty much the same, just continued pricing and volume pressures, no significant change in the competitive dynamic within North America?

That's correct.

Okay, okay. And I guess switching south then here, just any updates on Mexico and that business' contribution to the quarter?

Yes. I mean, I'm going to let Joe get into some of the -- a couple of the details.

But I mean Mexico continues to be on a positive trend. It continues to be doing what we believe they need to do to get to that 10% operating -- segment margin that we talked about by the end of 2015.

So they're doing lots of things, and they're doing them correct. Joe?

So Mexico is very much on track to deliver the 10% or higher margins by 2015. The team has their strategy laid out that they've been executing the past couple of years.

Then you could see the kind of margin expansion that we expected. They have, as we commented on the fourth quarter call, seen a slower volume, slower growth rate over the past couple of quarters than what they had over the previous couple of years.

And that's really something we've seen kind of post the elections in Mexico more broadly. That continued in the first quarter.

And so we are expecting some volume increase later in the year in Mexico organic growth rates, and we feel comfortable that they can deliver on that. The cost actions and productivity initiatives, some of the increase in CapEx in Latin America was specifically in Mexico to drive productivity.

We bought money processing equipment, continued to invest in the fleet and the facilities. And the team down there is executing on their plans and strategy.

And we're confident we'll continue to see the margin expansion in '13, '14 and '15 to get to our commitments.

Yes, just one for Joe. Given the drop in North American profit, will you just address today's free cash flow available domestically as it relates to certain benefits, commitments that you have?

I know in the past, there's been issues with free cash flow in the pension payment requirements.

Sure. That was an issue that we dealt with really at the end of 2011 and the first half of 2012.

We did find a few ways to tax efficiently, repatriate cash earnings from our offshore entities. We bridged that problem with some short-term measures for 2012, '13 and '14.

And then we have some longer-term plans that we have begun the implementation of, that will solve that problem longer term. So although the profitability in North America, particularly the U.S., is lower than we expected for the year, that will not materially affect the cash flow plans that we have in place to deal with the pension needs, which I suspect you're referring to for cash flow purposes.

I know you've probably talked about this. We've talked about this already, but can you go through the longer-term plan to get North American margins up to a level at which they can be?

What will it take to sustain North American margins at a more competitive level? And what compromises, if any, will you have to make to get those margins to 5%, 6%, 7% and keep them there?

So the -- Jeff, the plan is to continue with the productivity changes we made, to continue with the upgrading of the information technology systems, the legacy systems and new productivity investments. We are looking much closer at improving our sales force to be able to sell and leverage some of those services that we're talking about, the higher value services.

We're changing out a lot of the senior management to make sure that we have the right leadership going forward. And we believe that we will be able to start to change the trajectory of the profit margins in North America and get them up to that 6% to 7% that we've talked about.

Okay. And this is -- what I'm getting at is, so you've just given us about 5 or 6 talking points about getting to that 6% or 7%.

Is there anything else that you need to maintain that 6% or 7% once you get there?

No. I think continued execution of plans that we're going to lay out.

So this is now about the new North American team executing.

Okay. So and this doesn't have to -- this doesn't mean that there has to be a certain percentage of logistics or specialized services as a percentage of total sales.

It has to do with getting -- with basically getting the base business there as well, but the cash...

That's correct. And this has got nothing to do with, we're not assuming changes in competition or the economic landscape, anything like that.

In terms of just a follow-up on the North American business, how far away -- could you -- would you say you are in terms of resizing your cost structure, fixed cost structure there to bring it more in line in terms of perhaps being able to satisfy some of the lower-cost customers you have there or the lower-priced portion of the market?

Well, so we're working very hard through 2013 to change that trajectory, and we've talked about getting back to the 6% or 7% margin in the relatively near term.

Well, you guys have been taking out costs for the last year or so. I mean, how much further would you say you are away?

I mean, is it a year or 2 years in terms of resizing perhaps the cost base?

It's in the area of a handful of years. It's not a lot of years.

But I mean the real issue is how quickly it will turn. And what I don't want to do is make a commitment that I don't have all the data at the present time for.

But you're not relying on volumes coming back?

We are relying on some volume coming back, but not a huge amount of volume to turn us around in terms of our efficiencies and profitability. We're not assuming that we're going to grow at 5% or 6% margin -- I mean, 5% to 6% organic growth.

But you're not assuming that those premium price customers that you saw move away perhaps through 2, 3 years ago, you're not assuming that those kinds of premium types of business comes back in some period of time?

That is correct.