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02024-10-012024-12-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ____________ to ____________ |
Commission file number 001-09148
THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
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Virginia |
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54-1317776 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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P.O. Box 18100, 1801 Bayberry Court, Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
(804) 289-9600
(Registrant's telephone number, including area code)
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $1.00 per share |
BCO |
New York Stock Exchange |
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| Securities registered pursuant to Section 12(g) of the Act: None |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of February 21, 2025, there were issued and outstanding 43,139,798 shares of common stock. The aggregate market value of shares of common stock held by non-affiliates as of June 30, 2024, was $4,509,284,147 based on the closing sale price as reported on the New York Stock Exchange.
Documents incorporated by reference: Part III of this Form 10-K incorporates by reference portions of the Registrant’s definitive 2025 Proxy Statement expected to be filed pursuant to Regulation 14A within 120 days from December 31, 2024.
THE BRINK’S COMPANY
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
ITEM 1. BUSINESS
Overview
The Brink’s Company is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations around the world. Our global network serves customers in more than 100 countries. We have controlling ownership interests in companies in 51 countries and agency relationships with companies in additional countries. We employ approximately 68,100 people and our operations include approximately 1,300 facilities and 16,100 vehicles.
We manage our business in the following four segments:
•North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,
•Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,
•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
•Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
Brink’s was founded in 1859 and The Brink’s Company was first incorporated in 1930 under the laws of the State of Delaware (at that time, the Company was named The Pittston Company). It succeeded to the business of a Virginia corporation in 1986 and was renamed The Brink’s Company in 2003. Our headquarters are located in Richmond, Virginia. The Brink’s Company, along with its subsidiaries, is referred to as “we,” “our,”, “us,” “Brink’s,” or “the Company” throughout this Annual Report on Form 10-K for the period ended December 31, 2024 ("this Form 10-K").
Strategy
Our strategy continues to focus on growing Brink’s by providing a superior customer experience and driving continuous improvement. Our strategic focus areas remain the same, but in 2024, we renamed them to provide clarity for our team on what is most important. Our four strategic pillars are now: (1) Partner for Customer Success, (2) Innovate to Grow, (3) Run the Business Better and (4) Win as Team Brink’s. In 2024, we also refreshed our organizational purpose to inspire, energize and align our Brink’s team members around the world. Our new purpose is “Together, we build partnerships to secure commerce.” This purpose and strategic framework considers our global footprint and values-driven culture and aligns our organizational focus on:
•Placing customers at the center of everything we do and understanding their current and future needs to better define our value proposition;
•Leveraging technology to drive product and business innovation to maintain our competitive advantage and increase revenue;
•Sharing infrastructure and best practices across our operations to increase scale and profitability; and
•Establishing a workplace and employer brand that attracts, develops, and empowers the talent needed to ensure we have the best people and perspectives to achieve our goals.
We will prioritize Partnering for Customer Success by creating a consistent and exceptional experience across all service lines and deploying sales fundamentals and standardized processes.
We will Innovate to Grow by using tech-enabled solutions to introduce new value propositions and optimize operations, challenging convention to differentiate our services and reshape our business.
We will achieve operational excellence as we Run the Business Better by leveraging the Brink's Business System to drive a continuous improvement culture focused on customer experience and by building scale by sharing activities, infrastructure and knowledge.
We will Win as Team Brink's by unleashing the power of our people through attracting, developing, and empowering the best people, strengthening core competencies across the company and fostering a culture that inspires excellence.
We are focusing on the implementation of the strategic pillars across our service lines: Cash and Valuables Management, Digital Retail Solutions and ATM Managed Services. We remain focused on how we will accelerate revenue growth, margin improvement and cash flows and position Brink’s to win across the evolving payments ecosystem.
Services
We design customized services to meet the needs of our customers. We enter into contracts with our customers to establish pricing and other terms. Cash logistics services contracts usually cover an initial term of at least one year and in many cases one to three years, and generally remain in effect thereafter until canceled by either party. Contracts for cash management services, digital retail solutions, and ATM managed services are typically longer. Following are descriptions of our service offerings:
Cash and Valuables Management ("CVS") (76% of total revenues in 2024)
CVS services are provided to customers throughout the world. Revenues are affected by the level of economic activity in various markets as well as the volume of business for specific customers. Cash management includes the secure transportation, handling and storage of currency for retail and financial institution customers. Valuables management includes the transportation and storage of banknotes, precious metals and other valuables across the world. These services may be impacted by global economic conditions, interest rates as well as regional demand for precious metals and luxury goods. CVS services generated approximately $3.8 billion of revenues in 2024 ($3.9 billion in 2023 and $3.8 billion in 2022).
These services include:
Cash-in-transit services – Serving customers since 1859, our success in cash-in-transit ("CIT") is driven by a combination of rigorous security practices, high-quality customer service, risk management and logistics expertise. CIT services include the secure transportation of cash between retail businesses and financial institutions, such as banks and credit unions; cash, securities and other valuables between commercial banks, central banks and investment banking and brokerage firms; and new currency, coins, bullion and precious metals for central banks and other customers.
Basic ATM services – We provide customers who own and operate ATMs a variety of service options. Basic ATM services include cash replenishment, treasury management and first line maintenance.
Brink's Global Services ("BGS") – Serving customers in more than 100 countries, BGS is a leading global provider of secure transport of high-value commodities and goods, including diamonds, jewelry, luxury goods, precious metals, securities, banknotes, currency, high-tech devices, electronics, pharmaceuticals and fine art. Additional BGS services include pick-up, packaging, customs clearance, secure storage and inventory management. BGS also has specialized diamond and jewelry operations in the world’s major diamond and jewelry centers.
Cash management services – We offer a variety of cash management services, depending on customers’ unique needs. These include money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging services and other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and electronic reporting).
Vaulting services – Vaulting services combine CIT services, cash management services, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment orders and electronically transmit banking transactions.
Other Services – Guarding services, commercial security systems services, and payment services.
Digital Retail Solutions ("DRS"), and ATM Managed Services ("AMS") (24% of total revenues in 2024)
DRS and AMS are technology-enabled services provided to customers throughout the world. Revenues are typically contractually recurring with multi-year terms. DRS and AMS services generated approximately $1.2 billion of revenues in 2024 ($1.0 billion in 2023 and $0.7 billion in 2022).
Digital Retail Solutions – Our DRS offerings are a combination of smart devices, software, analytics, and services to offer customers of all sizes an integrated and flawless solution to their cash management needs. They typically provide customers with a convenient solution offering more transparency, faster access to working capital, and integration into their unique operating systems. DRS includes our patented Brink’s CompleteTM and CompuSafe® services.
ATM Managed Services – We provide comprehensive services for ATM management, including cash forecasting, cash optimization, remote monitoring, service call dispatching, transaction processing, first and second line maintenance, parts provisioning, funds settlements and installation services. AMS provides an economical solution for financial institutions, retailers and independent ATM owners to outsource day-to-day operation of ATMs. For certain customers, we take ownership of ATM devices as part of our managed services offering.
Industry and Competition
Brink’s competes with large multinational, regional and smaller companies throughout the world. Our largest multinational competitors are Loomis AB (Sweden); Prosegur, Compania de Seguridad, S.A. (Spain); and Garda World Security Corporation (Canada).
We believe the primary factors in attracting and retaining customers are security expertise, service quality, value-added solutions and price. Our competitive advantages include:
•brand name recognition;
•reputation for a high level of service and security;
•risk management and logistics expertise;
•global network and customer base;
•proven operational excellence, and
•high-quality insurance coverage and financial strength.
Although we face competitive pricing pressure in many markets, we resist competing on price alone. We believe our high levels of service, security expertise and value-added solutions differentiate us from competitors.
Seasonality
Our revenues and earnings are typically higher in the second half of the year, particularly in the fourth quarter, due to generally increased activity associated with the holiday season.
Insurance Coverage
The availability of high-quality and reliable insurance coverage is an important factor in our ability to attract and retain customers and manage the risks inherent in our business. We purchase insurance coverage for losses in excess of what we consider to be prudent levels of self-insurance. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and certain other exclusions typical in such policies.
Insurance for security is provided by different groups of underwriters at negotiated rates and terms. Premiums fluctuate depending on market conditions. The security loss experience of Brink’s and, to a limited extent, other armored carriers affect our premium rates.
Service Mark and Patents
BRINKS is a registered service mark in the U.S. and certain foreign countries. Brink's name and marks are of material significance to our business. We own patents for safes, cash devices and related processes, including Brink’s CompleteTM, CompuSafe®, iDeposit, and Daily Credit. Brink's patents will expire between 2028 and 2040. These patents provide us with important advantages. However, we are not dependent on the existence of these patents.
We have licensed the Brink’s name to a limited number of companies, including a company that provides residential smart home and home security services and a distributor of security products (padlocks, door hardware, etc.) to customers through major retail chains.
Government Regulation
Aspects of our business are, and anticipated products and services may be, subject to regulation by various federal, state and foreign governmental agencies. Various federal, state and local agencies in the U.S. and other countries in which we operate regulate certain current aspects of our business, in areas such as commercial lending, safety of operations, equipment and financial responsibility. Movement of valuable shipments are generally subject to import/export regulations. We are also subject to certain firearm regulations in connection with our armored logistics operations. We must comply with licensing, permits and registration requirements imposed by various federal, state and local governmental agencies in the U.S. and other countries in which we operate. Our permits and licensing requirements vary by jurisdiction based on the scope of business conducted and applicable laws and regulations. In addition, in the U.S., Brink’s Capital LLC has federally registered as a Money Services Business in anticipation of offering money transmission and payment services to customers.
Human Capital Management
Purpose and Values
As described above, in 2024, we renewed our purpose and updated the values underpinning our company culture to be more impactful, modern and reflective of our future. Our new purpose is: Together, we build partnerships to secure commerce. Our new values are: We Drive Customer Success, We Strive for Excellence, We Protect, We Work Together, and We Do What’s Right. Our new purpose and values are more action-oriented and relevant to our current business, emphasize our collective effort, and continue to ensure that we work safely to protect ourselves and others, consider the customer first in all we do, display the highest standards of ethics, engage and empower employees, and continually find new ways to improve the way we work.
With our new purpose and values in mind, we also launched "Team Brink’s – Better Together," a Company-wide roadmap for our future that embraces an enterprise-first mindset and better reflects our aspirations to be a global team working together to inspire trust, create value and achieve excellence. Our new purpose and values unite our team members around behaviors that guide our work across the organization and with our partners.
Workforce Demographics
We have a culturally and geographically varied workforce that serves customers in more than 100 countries. Based upon business demand, we have a need for a flexible workforce. In certain geographic regions, statutory employee protections may limit our ability to increase or decrease our workforce without significant expense.
At December 31, 2024, our company had approximately 66,100 full-time and 2,000 part-time employees. Approximately 88% or 60,000 of our employees are outside the United States. Of our approximately 8,100 employees in the United States, approximately 100 were classified as part-time employees. Certain employees in the United States provide corporate services for the various regions in which we operate.
During 2024, we continued to take steps to develop a deep talent pool to meet the ever-changing needs of our business. Specifically, we maintained focus on enhancing talent planning for critical roles, identifying high potential employees and enhancing our brand attractiveness by further establishing Brink’s as a company that is relevant, digital and growing. We also continued to evaluate, and sought to maintain, the competitiveness of our compensation and benefits programs to assist with talent attraction and retention.
Our commitment to actively engage with our employees is a key component of our culture. In 2023, we launched a global employee engagement survey with the goal of better understanding the thoughts and perspectives of our employees and what they need to be more successful. The survey covered workplace culture, management style, employee satisfaction and other topics and provided valuable feedback that we are currently leveraging to implement Company-wide action plans.
Globally, we are sharing our vision of a winning culture with our leadership and using global leadership capability building training (#PowerYourTalent) and streamlined performance reviews to reinforce our new Brink’s values throughout the organization. We offer a range of programs to develop our managers’ capabilities and enhance our leadership across the Company. In 2024, we continued our focus on onboarding and other training programs for employees, which are designed to represent our culture and values, focus on retention, increase employee engagement and ensure that employees act in accordance with applicable law and industry best practices. Our efforts are aimed at increasing organizational talent and capabilities and identifying and developing potential successors for key leadership positions.
Employee Safety and Wellness
Employee safety is of paramount importance as we strive to bring every employee home safely every night. We maintain our commitment to providing a safe workplace that protects against and limits personal injury and other types of harm for our employees and the communities in which we operate. We also follow international standards and regulations for employee safety and evaluate risks using both government-required procedures and best practices to ensure that we understand residual risk and appropriately protect our employees.
We believe in supporting our employees’ health and well-being. We offer our employees a wide array of market-competitive benefits specific to the markets in which we operate, including life and health coverage, as well as mental health resources. Effective in 2025, we introduced fertility benefits for our U.S. employees to support their paths to parenthood.
Talent
To maintain a competitive workforce, we continually evolve and enhance how we train, identify and promote key talent. We also regularly evaluate and improve our employee review process – encouraging regular performance reviews and feedback that set clear expectations, motivate employees and reinforce the connection between pay and performance.
We are committed to accelerating the development of our leaders through various programs such as our “Future Leaders” program, which is designed to build capable and confident leaders who can lead and inspire our workforce in an ever-changing environment. Future Leaders is an intense and immersive 12-month leadership development program for our emerging leaders. In 2024, this program was expanded to include the Americas.
Labor Relations
As of December 31, 2024, approximately 30,400 of our employees in various countries in which we operate, or approximately 45% of our total workforce, were represented by trade union organizations and/or covered by collective bargaining agreements, which have various expiration dates from 2025 to 2028. We believe our employee relations are satisfactory.
Sustainability Program
For more information on our Sustainability Program, including our environmental, social and governance priorities, please refer to our most recent Sustainability Report, which can be found on our Sustainability page on our website.
Business acquisitions
In 2024, we acquired three business operations in the North America, Latin America and Europe segments. The aggregate purchase consideration for these three acquisitions was approximately $27 million.
On October 3, 2022, we acquired 100% of the capital stock of NoteMachine for approximately $194 million. NoteMachine is based in the United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately $150 million in revenues in the twelve month period prior to the acquisition.
See Note 7 to the consolidated financial statements for more detailed information on the acquired assets and liabilities from these acquisitions.
Reorganization and restructuring
2022 Global Restructuring Plan
In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously disclosed restructuring program across our global business operations. In total, we have recognized $34.0 million in charges under this program, including $0.8 million in 2024. The actions under this program were substantially completed in 2024.
Other Restructurings
As a result of other restructuring actions, we recognized $16.6 million of net costs in 2022, primarily severance costs. We recognized $6.6 million of net costs in 2023. We recognized $0.7 million of net costs in 2024. The actions were substantially completed in 2024.
See Note 24 to the consolidated financial statements for more detailed information on reorganization and restructuring activities.
Available Information and Corporate Governance Documents
The following items are available free of charge on our website (www.brinks.com) as soon as reasonably possible after filing or furnishing them with the Securities and Exchange Commission (the “SEC”):
•Annual reports on Form 10-K
•Quarterly reports on Form 10-Q
•Current reports on Form 8-K, and amendments to those reports
The following documents are also available free of charge on our website:
•Corporate Governance Guidelines
•Code of Ethics
•The charters of the following committees of our Board of Directors (the “Board”): Audit and Ethics, Compensation and Human Capital, Corporate Governance and Nominating, and Finance and Business Development
Printed versions of these items will be mailed free of charge to shareholders upon request. Such requests can be made by contacting the Corporate Secretary at 1801 Bayberry Court, P. O. Box 18100, Richmond, Virginia 23226-8100.
Additional information about the Company may be found elsewhere in this report and in the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
ITEM 1A. RISK FACTORS
Business Risks
Our strategy may not be successful.
Our strategy is to grow Brink's by providing a superior customer experience and driving continuous improvement. We may not be successful in growing revenue in our services lines or in improving the cost to serve our customers through process improvements. We also may not be successful in strengthening and leveraging our IT capabilities to deliver tech-enabled services. If we are unable to achieve our strategic objectives and anticipated operating profit improvements, our results of operations and cash flows may be adversely affected.
We operate in highly competitive industries.
We compete in industries that are subject to significant competition and pricing pressures in most markets. In addition, our business model requires significant fixed costs associated with offering many of our services including costs to operate a fleet of armored vehicles and a network of secure branches. Because we believe we have competitive advantages such as brand name recognition and a reputation for a high level of service and security, we resist competing on price alone. However, continued pricing pressure from competitors, failure to achieve pricing based on the competitive advantages identified above and/or inability to offset inflationary cost increases through price increases could result in lost volume of business and have an adverse effect on our business, financial condition, results of operations and cash flows. In addition, given the highly competitive nature of our industries, it is important to develop new solutions and product and service offerings to help retain and expand our customer base. Failure to develop, sell and execute new solutions and offerings in a timely and efficient manner could also negatively affect our ability to retain our existing customer base or pricing structure and have an adverse effect on our business, financial condition, results of operations and cash flows.
Decreased use of cash could have a negative impact on our business.
While cash remains one of the most popular forms of consumer payment in the U.S. and globally, the growth of payment options other than cash could reduce the need for services related to cash, thereby affecting our financial results. We are developing new services that offer current and prospective customers with opportunities to streamline their cash processing, making cash more competitive with other forms of payment. There is a risk that these initiatives may not offset the risks associated with a decline in the overall share of cash payments and that our business, financial condition, results of operations and cash flows could be negatively impacted.
We may not be successful in pursuing strategic investments or acquisitions or realize the expected benefits of those transactions because of integration difficulties and other challenges.
While we may identify opportunities for acquisitions and investments to support our growth strategy, our due diligence examinations and positions that we may take with respect to appropriate valuations for acquisitions and divestitures and other transaction terms and conditions may hinder our ability to successfully complete business transactions to achieve our strategic goals. We compete with others within and outside our industry for suitable acquisition candidates. This competition may increase the price for acquisitions and reduce the number of acquisition candidates available to us. As a result, our ability to acquire businesses in the future, and to acquire such businesses on favorable terms, may be limited. Our ability to realize the anticipated benefits from acquisitions will depend, in part, on successfully integrating each business with our company as well as improving operating performance and profitability through our management efforts and capital investments. The risks to a successful integration and improvement of operating performance and profitability include, among others, failure to implement our business plan, unanticipated issues in integrating operations with ours, unanticipated changes in laws and regulations, labor unrest resulting from union operations, regulatory, environmental and permitting issues, unfavorable customer reactions, the effect on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002, and difficulties in fully identifying and evaluating potential liabilities, risks and operating issues.
In order to finance such acquisitions, we may need to obtain additional funds either through public or private financings, including bank and other secured and unsecured borrowings and the issuance of debt or equity securities. There can be no assurance that such financings would be available to us on reasonable terms or that any future issuances of securities in connection with acquisitions will not be dilutive to our shareholders. The occurrence of any of these events may adversely affect our expected benefits of any acquisitions and may have a material adverse effect on our financial condition, results of operations or cash flows.
We have certain environmental and other exposures related to our former coal operations.
We may incur future environmental and other liabilities in connection with our former coal operations, which could materially and adversely affect our financial condition, results of operations and cash flows.
We may be exposed to certain regulatory and financial risks related to climate change.
Growing concerns about climate change may result in the imposition of additional environmental regulations to which we are subject. The U.S. federal government, certain U.S. states and certain other countries and regions have adopted or are considering emissions-limiting legislation or regulation on vehicle and other transportation engines. Such new laws or regulations, or stricter enforcement of existing laws and regulations, could increase the costs of operating our businesses, including, among other things, increased fuel prices or additional taxes or emission allowances, and reduce the demand for our products and services, any or all of which could adversely affect our operations. Additionally, we may not be able to recover the cost of compliance with new or more stringent environmental laws and regulations from our customers, which could adversely affect our business. Furthermore, the potential effects of climate change and related regulation on our customers are highly uncertain and may adversely affect our operations.
We may also incur additional expenses related to U.S. and international regulators requiring varied calculation, disclosure, and assurance methodologies regarding greenhouse gas ("GHG") emissions including, but not limited to, the European Sustainability Reporting Standards and Corporate Sustainability Reporting Directive and California SB219. Furthermore, many countries and U.S. states in which we operate or are subject to regulation may adopt, additional requirements related to the disclosure of GHG emission and related matters.
Operational Risks
We have significant operations outside the United States.
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries. Seventy percent (70%) of our revenues in 2024 came from operations outside the U.S. We expect revenues outside the U.S. to continue to represent a significant portion of total revenues. Business operations outside the U.S. are subject to political, economic and other risks inherent in operating in foreign countries, such as:
•the difficulty of enforcing agreements, collecting receivables and protecting assets through foreign legal systems;
•trade protection measures and import or export licensing requirements;
•difficulty in staffing and managing widespread operations;
•required compliance with a variety of foreign laws and regulations;
•enforcement of our global compliance program in foreign countries with a variety of laws, cultures and customs;
•varying permitting and licensing requirements in different jurisdictions;
•foreign ownership laws;
•changes in the general political and economic conditions in the countries where we operate, particularly in emerging markets;
•threat of nationalization and expropriation;
•higher costs and risks of doing business in a number of foreign jurisdictions;
•laws or other requirements and restrictions associated with organized labor;
•limitations on the repatriation of earnings;
•the imposition of new or increased international tariffs and the impact on currency exchange rates;
•fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by governments to devalue official currency exchange rates;
•inflation levels exceeding that of the U.S.; and
•the inability to collect for services provided to government entities.
We are exposed to certain risks when we operate in countries that have high levels of inflation, including the risk that:
•the rate of price increases for services will not keep pace with the cost of inflation;
•adverse economic conditions may discourage business growth which could affect demand for our services;
•the devaluation of the currency may exceed the rate of inflation and reported U.S. dollar revenues and profits may decline; and
•these countries may be deemed “highly inflationary” for U.S. generally accepted accounting principles (“GAAP”) purposes.
We manage these risks by monitoring current and anticipated political and economic developments, monitoring adherence to our global compliance program and adjusting operations as appropriate. Changes in the political or economic environments of the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We operate in regulated industries, and our failure to comply with the laws regulating our operations, and the costs we may incur to comply, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Brink’s Capital LLC, a subsidiary of the Company, is federally registered as a “Money Services Business” with the U.S. Department of Treasury’s Financial Crimes Enforcement Network ("FinCEN"). It is also currently registered and/or licensed—and may in the future be registered and/or licensed—as a “money transmitter” or similar designation with various state or local jurisdictions in the U.S. related to delivering future products and services. These registrations subject us to, among other things, having an effective anti-money laundering ("AML") compliance program, record-keeping requirements and reporting requirements, and examination by state and federal regulatory agencies. In Canada, as of July 1, 2024, Brink’s armoured transporation operations are subject to Proceeds of Crime (Money Laundering) and Terrorist Financing Act as a federally registered “Money Services Business” with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC"). This registration subjects us to, among other things, having an effective AML compliance program, record-keeping requirements and reporting requirements, and periodic examination by FINTRAC. These and our other regulatory obligations may significantly increase our costs or impact our operations. Our failure to comply with or any determination that we have violated any applicable laws or regulations could result in, among other things, substantial fines or revocation of our Money Services Business status, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Likewise, our foreign operating subsidiaries are subject to similar regulations, examinations and supervision by governmental entities. For instance, under the EU Payment Services Directives, as amended, and the EU Anti-Money Laundering Directives, as amended, our foreign operating subsidiaries that are operating in the EU may be subject to reporting, recordkeeping and anti-money laundering regulations, and agent oversight and monitoring requirements, as well as broader supervision by EU member states. Our Canadian business is subject to the Retail Payment Activities Act, which requires registration of our operations and our ongoing compliance with risk management, funds safeguarding, recordkeeping and reporting regulations. Legislation that has been enacted or proposed in other jurisdictions could have similar effects. These and our other regulatory obligations may significantly increase our costs or impact our operations. Any determination that we have violated these laws could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We are also subject to the Foreign Corrupt Practices Act ("FCPA") in the U.S. and similar laws in other countries, such as the Bribery Act in the UK, which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business. Some of these laws, such as the Bribery Act, also prohibit improper payments between commercial enterprises. Because our services are offered in more than 100 countries, we face significant risks associated with our obligations under the FCPA, the Bribery Act and other national anti-corruption laws. Any determination that we have violated these laws could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our U.S. operations are subject to regulation by the U.S. Department of Transportation with respect to safety of operations and equipment and financial responsibility. Intrastate operations in the U.S. are subject to regulation by state regulatory authorities and interprovincial operations in Canada are subject to regulation by Canadian and provincial regulatory authorities. Our other international operations are regulated to varying degrees by the countries in which we operate. Many countries have permit requirements for security services and prohibit foreign companies from providing different types of security services. Our failure to comply with any applicable laws or regulations could result in, among other things, substantial fines or revocation of our operating permits and licenses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Finally, changes in laws or regulations, or the interpretations of such laws and regulations, could require a change in the way we operate, which could increase costs or otherwise disrupt operations. If laws and regulations were to change or we fail to comply with changes to any applicable laws or regulations, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
We face risks related to our settlement agreements with the U.S. Department of Justice (“DOJ”) and FinCEN, including additional monetary penalties if we fail to comply with the terms of the settlement agreements and costs and burdens associated with our compliance undertakings.
In August 2020, we received a subpoena issued in connection with an investigation being conducted by the DOJ, primarily related to cross-border shipments of cash and things of value and anti-money laundering (“AML”) compliance. Subsequently, in March 2024, we received a Notice of Investigation from FinCEN related to Bank Secrecy Act (“BSA”)/AML compliance that involved substantially the same conduct that was the subject to the DOJ’s investigation.
On January 31, 2025, the Company resolved these matters with FinCEN and the DOJ. As part of these resolutions, the Company agreed to pay $42 million to these agencies over three years, beginning in January 2025. If we fail to comply with the terms of these settlement agreements, the DOJ or FinCEN could impose monetary penalties and the DOJ could determine that approximately $20 million of the total amount to be forfeited under the agreement with the DOJ would not be forgiven (as is contemplated under the agreement), but instead would be payable to the DOJ. These potential monetary penalties could have a material adverse effect on our business, financial condition and results of operations.
In addition, compliance with the terms of these settlement agreements could impose significant additional burdens on us, including increased compliance costs and potential burdens on our business that could adversely affect our competitive advantage. These compliance costs and other burdens could have a material adverse effect on our business, financial condition and results of operations.
We may be unable to achieve, or may be delayed in achieving, our initiatives to drive efficiency in controlling costs and managing cash flows.
We have launched a number of initiatives to improve efficiencies and reduce operating costs, as well as to improve working capital management and overall cash flows. Although we have achieved annual cost savings associated with these initiatives, we may be unable to sustain the cost savings that we have achieved. In addition, if we are unable to achieve, or have any unexpected delays in achieving additional cost savings, our results of operations and cash flows may be adversely affected. Also, while certain cash flow actions have benefit, and may further benefit, cash flow in the near term, cash flow may be negatively impacted in future periods if our programs do not meet expectations. Even if we meet our goals as a result of these initiatives, we may not receive the expected financial benefits of these initiatives.
Labor shortages and increased labor costs could have a material adverse effect on our operations.
While we have historically experienced some level of ordinary course turnover of employees, labor shortages and turnover continue to be a widespread problem in the United States, resulting in higher labor costs. Labor is our largest operating cost. If we face labor shortages and increased labor costs as a result of increased competition for employees, higher employee turnover rates, inflationary pressures on employee wages and salaries or other employee benefits costs, our operating expenses could increase and our growth and results of operations could be adversely impacted. We may be unable to increase prices in order to pass future increased labor costs onto our customers, in which case our margins would be negatively affected. Additionally, if product prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales volumes.
Financial Risks
We have significant retirement obligations. Poor investment performance of retirement plan holdings and/or lower interest rates used to discount the obligations could unfavorably affect our liquidity and results of operations.
We have substantial pension and retiree medical obligations, a portion of which have been funded. The amount of these obligations is significantly affected by factors that are not in our control, including interest rates used to determine the present value of future payment streams, investment returns, medical inflation rates, participation rates and changes in laws and regulations. The funded status of the primary U.S. pension plan was approximately 101% as of December 31, 2024. Based on our actuarial assumptions at the end of 2024, we do not expect to make contributions until 2027. A change in assumptions could result in funding obligations that could adversely affect our liquidity and our ability to use our resources to make acquisitions and to otherwise grow our business.
We have $274 million of actuarial losses recorded in accumulated other comprehensive income (loss) at the end of 2024. These losses relate to changes in actuarial assumptions that have increased the net liability for benefit plans. These losses have not been recognized in earnings. These losses will be recognized in earnings in future periods to the extent they are not offset by future actuarial gains. Our projections of future cash requirements and expenses for these plans could be adversely affected if our retirement plans have additional actuarial losses.
We have significant deferred tax assets in the United States that may not be realized.
Deferred tax assets are future tax deductions that result primarily from the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes. At December 31, 2024, we had $183 million of U.S. deferred tax assets, net of valuation allowances, primarily related to our retirement plan obligations. These future tax deductions may not be realized if tax rules change in the future, or if forecasted U.S. operational results or any other U.S. projected future taxable income is insufficient. Consequently, not realizing our U.S. deferred tax assets may significantly and materially affect our financial condition, results of operations and cash flows.
Our effective income tax rate could change.
We operate subsidiaries in 51 countries, all of which have different income tax laws and associated income tax rates. Our effective income tax rate can be significantly affected by changes in the mix of pretax earnings by country and the related income tax rates in those countries. In addition, our effective income tax rate is significantly affected by the ability to realize deferred tax assets, including those associated with net operating losses. Changes in income tax laws, income apportionment, or estimates of the ability to realize deferred tax assets, could significantly affect our effective income tax rate, financial position and results of operations. We are subject to the regular examination of our income tax returns by various tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these examinations will not have a material adverse effect on our business.
It is possible that our restructuring plans may not achieve their intended results and that we will incur restructuring charges in the future.
It is possible that our restructuring plans may not achieve their intended results and may have other consequences, such as attrition beyond our planned reduction in workforce or our ability to attract highly skilled employees. As a result, our restructuring plans may affect our revenue and other operating results in the future.
In addition, it is possible we will take additional restructuring actions, including in connection with acquisitions as well as global transformation initiatives, in one or more of our markets in the future to reduce expenses or enhance our customer facing and back-office delivery capabilities. These actions could result in significant restructuring charges at these subsidiaries, including recognizing impairment charges to write down assets and recording accruals for employee severance. Our restructuring activities may subject us to litigation risks and expenses. These charges, if required, could significantly and materially affect results of operations and cash flows.
Our inability to access capital or significant increases in our cost of capital could adversely affect our business.
Our ability to obtain adequate and cost-effective financing depends on our credit quality as well as the liquidity of financial markets. A negative change in our ratings outlook or any downgrade in our credit ratings by the rating agencies could adversely affect our cost and/or access to sources of liquidity and capital. Disruptions in the capital and credit markets could adversely affect our ability to access short-term and long-term capital. Our access to funds under current credit facilities is dependent on the ability of the participating banks to meet their funding commitments. Those banks may not be able to meet their funding commitments if they experience shortages of capital and liquidity. Longer disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our access to capital needed for our business.
We are subject to covenants for our credit facilities and our unsecured notes.
Our senior secured credit facility, senior unsecured notes, letter of credit facilities and bank guarantee facilities contain various financial and other covenants. The financial covenants include a limit on the ratio of net secured debt to earnings before interest, taxes, depreciation and amortization and a limit on the ratio of earnings before interest, taxes, depreciation and amortization to interest expense. Other covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organization documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges and limit the ability to change the nature of our business. Although we believe none of these covenants are presently restrictive to operations, the ability to meet financial and other covenants can be affected by changes in our results of operations or financial condition. We cannot provide assurance that we will meet these covenants. A breach of these covenants could result in a default under existing credit facilities. Upon the occurrence of an event of default under any of our credit facilities, the lenders could cause amounts outstanding to be immediately payable and terminate all commitments to extend further credit. The occurrence of these events would have a significant effect on our liquidity and cash flows.
Our earnings and cash flow could be materially affected by increased losses of customer valuables.
We purchase insurance coverage for losses of customer valuables for amounts in excess of what we consider prudent deductibles and/or retentions. Insurance is provided by different groups of underwriters at negotiated rates and terms. Coverage is available to us in major insurance markets, although premiums charged are subject to fluctuations depending on market conditions. Our loss experience and that of other companies in our industry affects premium rates. We are not insured for losses below our coverage limits and recognize expense up to these limits for actual losses. Our insurance policies cover losses from most causes, with the exception of war, nuclear risk and various other exclusions typical for such policies. The availability of high-quality and reliable insurance coverage is an important factor in obtaining and retaining customers and managing the risks of our business. If our losses increase, or if we are unable to obtain adequate insurance coverage at reasonable rates, our financial condition, results of operations and cash flows could be materially and adversely affected.
Cybersecurity and Information Technology Risks
Risks associated with cybersecurity and information technology can expose Brink’s to business disruptions, cybersecurity breaches and regulatory violations.
We rely on our information technology ("IT") infrastructure, including the Brink's Global Information Security ("GIS") Program, which is designed to reduce risk by ensuring that computer systems are secure through protecting networks, systems, hardware, and data to mitigate cybersecurity risk and efficiently run our business. If there were to be significant problems with our IT infrastructure, such as IT data center or system failures or unplanned system disruptions, failure to develop new technology platforms to support new initiatives and product and service offerings, or a failure of our GIS Program, it could halt or delay our ability to service our customers, hinder our ability to conduct and expand our business and require significant remediation costs. Remote work by our personnel and remote access to our systems have also increased significantly, which could increase our cybersecurity risk profile. We believe our cybersecurity risks will further increase as we expand services, complete mergers and acquisitions, and employ emerging technologies, mobile applications, third-party service providers and cloud-based services. Hacking, phishing attacks, ransomware, insider threats, physical breaches or other actions may cause confidential information belonging to Brink’s, its employees or customers to be misused. Moreover, the techniques used to obtain unauthorized access to networks or to sabotage systems change frequently and generally are not recognized until launched against a target. We may be unable to anticipate these emerging techniques, react in a timely manner, or implement adequate preventative measures.
We have experienced cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the aggregate, have had a material adverse effect on our business, financial condition or results of operations. A significant cybersecurity incident that impacts our system, application or data center that houses sensitive and confidential data, including, but not limited to, personally identifiable information and business sensitive information, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, such an incident may result in significant challenges and costs related to coordination with third-party service providers in order to resolve related issues.
If our third-party providers do not respond in a timely manner to our needs, disaster recovery, business continuity and crisis management activities could be negatively impacted. We have programs in place that are intended to identify, protect against, detect, respond to, and recover from cybersecurity incidents and breaches and that provides employee awareness training regarding cyber risks; however, due to evolving and advanced sophisticated attackers, cyber attacks remain increasingly difficult to detect and we may need to allocate additional resources to continue to enhance our information security measures and/or to investigate and remediate any security vulnerabilities. Cyber attacks and security breaches may also persist undetected over extended periods of time and may not be mitigated in a timely manner to minimize the impact of a cyber attacks or security breach. Any significant cybersecurity incident, involving Brink's or its third-party service providers, could damage our reputation, expose us to the risks of litigation and liability, disrupt our business or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. Although the Company maintains cybersecurity insurance, the Company's insurance may not be adequate to cover all losses that may be incurred in the event of a significant disruption or failure of its information technology systems.
As a global company we must adhere to applicable laws and regulations in numerous regions regarding data privacy, data protection, and data security. Privacy and data protection laws vary between countries and are subject to interpretation, which may create inconsistent or conflicting requirements. For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union law. Since its inception, more geographies in which we operate have enacted laws similar to GDPR, including several countries in Asia and Latin America, as well as several states in the U.S. For example, the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, imposes stringent data privacy and data protection requirements regarding the personal information of California residents, and provides for penalties for noncompliance, as well as a private right of action from individuals for certain security breaches. Additionally, the California Privacy Rights Act, which became effective on January 1, 2023, significantly modified the CCPA and has resulted in further uncertainty. The GDPR and these other privacy and data protection laws impose requirements related to the handling of personal data, mandate public disclosure of certain data breaches, and provide for substantial penalties for non-compliance. Our efforts to comply with GDPR and other privacy and data protection laws may impose significant costs that are likely to increase over time. A breach of the GDPR or other such data protection regulations could result in regulatory investigations, reputational damages, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). We could incur substantial penalties or be subject to litigation related to violation of existing or future data privacy laws, including representative actions and other class action-type litigation, which could amount to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm, all of which may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Risks Related to the Company’s Securities
We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.
On November 2, 2023, the Board authorized a share repurchase program that will expire on December 31, 2025. Under this program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions and other ancillary expenses.
Although the Board has authorized the share repurchase program, the share repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. A potential tax on share repurchases that would make share repurchases more expensive, may also impact our decision to engage in share repurchases. Also, our ability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements and indentures in our senior notes. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our common stock pursuant to our share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.
General Risks
The identification of a material weakness in our internal control over financial reporting in the future could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, investor confidence in our company, and the value of our common stock.
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to document and test our internal control procedures and to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. The Company had a material weakness in its internal control over financial reporting identified during 2022, which was fully remediated by December 31, 2023; however, there can be no assurances that a material weakness will not occur in the future. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition, or liquidity.
The Company could be negatively affected as a result of the actions of activist or hostile shareholders.
Shareholder activism, which could take many forms and arise in a variety of situations, has been increasing among publicly traded companies. Shareholder activism, including potential proxy contests, requires significant time and attention by management and the Board, potentially hindering the Company’s ability to execute its strategic plan and negatively affecting the trading value of our common stock. Additionally, shareholder activism could give rise to perceived uncertainties as to the Company’s future direction, adversely affect its relationships with key executives, customers and other business partners, or make it more difficult to attract and retain qualified personnel. If the Company is targeted by an activist shareholder, it could incur significant legal fees and other expenses related to activist shareholder matters. Any of these impacts could materially and adversely affect the Company and operating results.
Negative public perception of our reputation or brand could lead to a loss of revenues or profitability.
We are a leading global provider of cash and valuables management, digital retail solutions and ATM managed services, and our success and longevity are based to a large extent on our reputation for trust, reliability and integrity. Our brand reputation, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically, securely and responsibly. In addition, we have licensing arrangements that permit certain entities to use Brink’s name and/or other intellectual property in connection with their businesses. If any of these entities experienced an actual or perceived breach in its ability to conduct its business ethically, securely or responsibly, it could have a negative effect on our name and/or brand. Any damage to our reputation or brand could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our business success depends on retaining our leadership team and attracting and retaining qualified personnel.
Talent is a key enabler of our strategy. Our future success depends, in part, on the continuing services and contributions of our leadership team to execute on our strategic plan and to identify and pursue new opportunities. Our future success also depends, in part, on our continued ability to attract and retain the skills and capabilities in the many countries we operate. Any unplanned turnover in senior management or inability to attract and retain a workforce with the skills and in the locations we need to operate and grow our business could have a negative effect on our results. Unplanned turnover in key leadership positions within the Company may adversely affect our ability to manage the company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of current personnel, any of which could have a material adverse effect on our business and overall results.
Forward-Looking Statements
This document contains both historical and forward-looking information. Words such as “anticipates,” “assumes,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” "could," “may,” “should” and similar expressions may identify forward-looking information. Forward-looking information in this document includes, but is not limited to, statements regarding future performance of The Brink’s Company and its global operations, including: the impact of the Company's ongoing transformation and other strategic initiatives; difficulty in repatriating cash; continued strengthening of the U.S. dollar; anticipated costs of our reorganization and restructuring activities; our ability to consummate acquisitions and integrate their operations successfully, collection of receivables related to the internal loss in the U.S. global services operations; support for our Venezuela business; changes in allowance calculation methods; future working capital performance; the impact of foreign currency forward and swap contracts; our effective tax rate, including the impact of Pillar Two rules; realization of deferred tax assets; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the funded status of the primary pension plan; expected liability for and future contributions to the United Mine Workers of America ("UMWA") plans; liability for black lung obligations; the effect of pending legal matters, including the Chile antitrust matter; the impacts of the operating environment in Argentina; and expected future payments under contractual obligations. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated.
These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:
•our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses;
•our ability to improve service levels and quality in our core businesses;
•market volatility and commodity price fluctuations;
•general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs, inflation and changes in interests rates
•seasonality, pricing and other competitive industry factors;
•investment in information technology ("IT") and its impact on revenue and profit growth;
•risks associated with the usage of artificial intelligence ("AI") technologies;
•our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions;
•our ability to effectively develop and implement solutions for our customers;
•risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization;
•labor issues, including labor shortages, negotiations with organized labor and work stoppages;
•pandemics, acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce;
•the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
•our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies;
•costs related to dispositions and product or market exits;
•our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers;
•safety and security performance and loss experience;
•employee, environmental and other liabilities in connection with former coal operations, including black lung claims;
•the impact of the American Rescue Plan Act and Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations;
•funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits;
•changes to estimated liabilities and assets in actuarial assumptions;
•the nature of hedging relationships and counterparty risk;
•access to the capital and credit markets;
•our ability to realize deferred tax assets;
•the impact of foreign tax credit regulations;
•the outcome of pending and future claims, litigation, and administrative proceedings;
•public perception of our business, reputation and brand;
•changes in estimates and assumptions underlying our critical accounting policies; and
•the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.
This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of this Form 10-K and in our other public filings with the SEC. The information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Overview
The Company’s Global Chief Information Officer (“Global CIO”) leads all aspects of the Company’s IT strategy, including digital capabilities and information systems. The Company’s Global Chief Information Security Officer (“Global CISO”), who reports to the Global CIO, is responsible for leading our enterprise-wide cybersecurity strategy, policy, standards, architecture and processes, including the Brink’s GIS Program. The Global CIO, with support from the Global CISO, provides periodic reports to the Board, the Chief Executive Officer, the Chief Financial Officer (“CFO”) (to whom the Global CIO reports) and other members of our senior management. These reports include updates on our cybersecurity risks and threats, the status of projects to strengthen our information security systems, assessments of the information security program and the emerging threat landscape. The GIS Program is regularly evaluated internally and externally, including by third-party experts, and the results of those evaluations are reported to senior management and the Board. The Company also actively engages with key vendors, industry participants and intelligence and law enforcement communities as part of its continuing efforts to evaluate and enhance the effectiveness of its information security program, policies and procedures.
Cybersecurity Risk Management and Strategy
The Company’s Processes for Assessing, Identifying, and Managing Material Cybersecurity Risks
The Company's processes for assessing, identifying, and managing cybersecurity risks generally follow frameworks established by the International Organization for Standardization (ISO) and the U.S. National Institute of Standards and Technology (NIST). The Company relies on its IT infrastructure, including the GIS Program, which is designed to reduce cybersecurity risks by ensuring that computer systems are secure through protecting networks, systems, applications, hardware, and data to mitigate cyber attacks. Our business includes managing, processing, storing and transmitting proprietary and confidential data, including personally identifiable information and other confidential information. The Company’s IT infrastructure and GIS Program are critical to its business activities, and any unauthorized access to, unplanned disruptions or failures of, or cybersecurity attacks, on these systems pose risks to our business, financial condition and results of operations.
The Company has an enterprise risk management ("ERM") program, for which the Board has oversight responsibility. Under the ERM program, senior leaders from across the Company’s global footprint annually evaluate risks according to likelihood, significance and velocity to identify and prioritize the most significant risks facing the Company. "IT and Cybersecurity risk" has been identified as part of the ERM program as a significant risk, and the CFO is assigned to this risk area to ensure the development of mitigation plans, monitor progress against those plans, and maintain and measure against a set of key risk indicators.
In addition, the Company’s Global Security Operations Center (the “GSOC”), an internal monitoring and reporting center that is a part of the GIS Program, provides 24/7 monitoring, detection and response capabilities for cybersecurity events. The GSOC also analyzes cyber threat intelligence from a variety of paid and non-paid sources.
Cybersecurity Risk Management and Mitigation
The Global CISO manages our risk monitoring and mitigation processes and is responsible for cybersecurity risk management. The Company has adopted physical, technological and administrative cybersecurity controls and has defined procedures for incident detection, containment, response and remediation. The Global CISO works with business units and IT to ensure the appropriate policies are in place and to improve efficiency. Our global IT governance, risk and compliance team, which is a part of the GIS Program, manages IT general controls and cybersecurity best practices. We have an internal cybersecurity incident response plan designed to minimize the impact of cyber incidents and ensure consistent responses to any such incident. This plan undergoes regular reviews and updates.
The Company builds information security awareness among our employees by conducting regular training on our cybersecurity and data protection policies and executing vulnerability testing with employee simulated email threats. The Company also regularly updates employees on cybersecurity issues, assesses for susceptibility to email phishing and provides tools to alert the global information security team to potential phishing activity. Our employees have multiple mechanisms for reporting cybersecurity and data privacy concerns to the Company, including the Brink’s GSOC and the Brink’s Ethics Hotline. We believe providing ongoing training and real-world learnings to the Company’s workforce is a crucial part of ensuring security and defending against future attacks.
The Company internally assesses its cybersecurity regularly and engages a third-party external auditor to conduct annual cybersecurity risk assessments, both of which allow us to identify key cybersecurity and data protection risks and develop plans, policies, and procedures to mitigate such risks.
We also have a vulnerability management program in place that is designed to protect our external and internal networks and critical assets. In addition, we have designed policies and procedures so that our Disclosure Committee, which is composed of members of management and is co-chaired by the Company’s CFO and General Counsel, is appropriately informed of significant cybersecurity matters to ensure compliance with applicable cybersecurity disclosure requirements for our public filings. The Disclosure Committee meets on a quarterly basis and more often as necessary.
We maintain cybersecurity insurance and regularly consult with third-party cybersecurity experts during our review of existing cybersecurity controls. We also perform periodic assessments of our key vendors, which allow the Company to identify vendor cybersecurity risks and develop reasonable mitigation plans.
Impacts of Cybersecurity Threats and Prior Incidents
We have experienced and expect to continue to experience cybersecurity attacks and have expended human and financial resources to respond to such attacks.
Although we have taken significant steps to mitigate cybersecurity risk across a range of functions, such measures can never eliminate the risk entirely or provide absolute security. As of December 31, 2024, management has determined that none of the cyberattacks we have experienced, individually or in the aggregate, have had a material adverse effect on our business, financial condition, or results of operations, but we cannot provide assurance that we will not be materially affected in the future by such risks or any future material incidents. For more information about these risks, see the risk factor titled “Risks associated with information technology can expose Brink’s to business disruptions, cybersecurity breaches and regulatory violations” under Item 1A of this Annual Report on Form 10-K and incorporated by reference herein.
Cybersecurity Governance
Board’s Oversight of Risks from Cybersecurity Threats
The Board oversees our ERM program, including the review of cybersecurity and IT risks. The Board is also regularly briefed by the Global CIO, with the support of the Global CISO, on our cybersecurity risk management framework and completed, ongoing and planned actions relating managing to cybersecurity risks. These reports also include updates on the status of projects to strengthen our information security systems, recent assessments of the information security program and the emerging threat landscape.
Management’s Role in Assessing and Managing our Material Risks from Cybersecurity Threats
Neelu Sethi serves as the Global CIO and reports to Kurt McMaken, the CFO. Ms. Sethi has over 25 years of experience in the IT field and oversees all aspects of our IT, from planning and implementing enterprise IT systems to improving service quality, compliance and corporate development. Ms. Sethi sets our strategic vision and roadmap to define, build and optimize our IT systems, policies and operations. Ms. Sethi regularly reports to the Board regarding cybersecurity risks.
James Holley, the Global CISO, oversees our information, cyber, and technology security and reports to the Company’s Global CIO. Mr. Holley has over 30 years of leadership, operational and technical experience in information security. He leads the development, implementation and enforcement of security policies and data breach resiliency plans, as well as works with internal and external cybersecurity and IT teams to monitor and maintain the security of our IT infrastructure. Mr. Holley holds a master's degree in computer science with a concentration in information security as well as multiple information security certifications.
ITEM 2. PROPERTIES
We have property and equipment in locations throughout the world. Branch facilities generally have office space to support operations, a vault to securely process and store valuables and a garage to house armored vehicles and serve as a vehicle terminal. Many branches have additional space to repair and maintain vehicles.
We own or lease armored vehicles, panel trucks and other vehicles that are primarily service vehicles. Our armored vehicles are of bullet-resistant construction and are specially designed and equipped to provide security for the crew and cargo.
The following table discloses leased and owned facilities and vehicles for Brink’s most significant operations as of December 31, 2024.
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Facilities |
|
Vehicles |
| Segments |
Leased |
|
Owned |
|
Total |
|
Leased |
|
Owned |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
| North America |
231 |
|
|
36 |
|
|
267 |
|
|
3,310 |
|
|
818 |
|
|
4,128 |
|
| Latin America |
329 |
|
|
81 |
|
|
410 |
|
|
1,010 |
|
|
4,058 |
|
|
5,068 |
|
| Europe |
157 |
|
|
36 |
|
|
193 |
|
|
2,890 |
|
|
1,571 |
|
|
4,461 |
|
| Rest of World |
387 |
|
|
7 |
|
|
394 |
|
|
908 |
|
|
1,512 |
|
|
2,420 |
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| Corporate Items |
5 |
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|
— |
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|
5 |
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|
— |
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|
— |
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|
— |
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| Total |
1,109 |
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|
160 |
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|
1,269 |
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|
8,118 |
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|
7,959 |
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|
16,077 |
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ITEM 3. LEGAL PROCEEDINGS
For a discussion of legal proceedings, see Note 23 to the consolidated financial statements, “Other Commitments and Contingencies,” in Part II, Item 8 of this Form 10-K, which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Information about Our Executive Officers
The following is a list as of February 26, 2025, of the names and ages of the executive officers of the Company indicating the principal positions and offices held by each. There are no family relationships among any of the officers named.
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| Name |
Age |
|
Positions and Offices Held |
|
Held Since |
| Mark Eubanks |
52 |
|
|
President and Chief Executive Officer |
|
2022 |
| Kurt B. McMaken |
55 |
|
|
Executive Vice President and Chief Financial Officer |
|
2022 |
Guillermo Peschard Mijares |
52 |
|
|
Executive Vice President and President, Latin America |
|
2024 |
| Elizabeth A. Galloway |
47 |
|
|
Executive Vice President and Chief Human Resources Officer |
|
2023 |
| Lindsay K. Blackwood |
48 |
|
|
Executive Vice President, General Counsel and Corporate Secretary |
|
2021 |
| James K. Parks |
56 |
|
|
Executive Vice President and President, Europe, Middle East, Africa and Asia |
|
2023 |
| Daniel J. Castillo |
56 |
|
|
Executive Vice President and President, North America |
|
2022 |
Executive and other officers of the Company are elected annually and serve at the pleasure of the Board.
Mr. Eubanks was appointed President and Chief Executive Officer, effective May 2022. Prior to that, he served as Executive Vice President and Chief Operating Officer of the Company from September 2021 to May 2022. Before joining Brink’s, Mr. Eubanks most recently served as President, Europe, Middle East and Africa for Otis Worldwide Corporation, the leading elevator and escalator manufacturing, installation and service company, from April 2019 to September 2020. Prior to that, he was Group President, Electrical Products, for Eaton Corporation plc ("Eaton"), an intelligent power management company, from 2015 to 2019.
Mr. McMaken was appointed Executive Vice President and Chief Financial Officer in August 2022. Prior to that, he served in a number of financial and management roles of increasing responsibility at Eaton from 2001 to 2022, most recently as Senior Vice President, Operations Finance and Transformation. Prior to joining Eaton, Mr. McMaken served in Audit & Business Advisory Services at PricewaterhouseCoopers LLP from 1992 to 1999.
Mr. Peschard was appointed as Executive Vice President and President, Latin America in December 2024. Prior to that, he served as Senior Vice President of Global Strategic Cost Transformation at PepsiCo, Inc. ("PepsiCo"), a multinational food, snack and beverage corporation, from 2020 to 2024 and previously as Chief Strategy and Transformation Officer for PepsiCo's Latin American business from 2015-2020. Prior to that, he served as the General Manager and Senior Vice President at Walmart Mexico and Central America's Financial Services business from 2014-2015 and served as the Chairman of the Board of Banco Walmart Mexico in 2015.
Ms. Galloway was appointed as the Company’s Executive Vice President and Chief Human Resources Officer in May 2023. Prior to that, she served as Executive Vice President and Chief Human Resources Officer at Invitation Homes, Inc., the leading single-family home leasing and management company in the United states, from 2019 to May 2023. Prior to that, she served as Chief Human Resources Officer at At Home Group Inc. ("At Home"), an operator of home decor superstores, from 2018 to 2019. Before At Home, Ms. Galloway also served in human resources leadership roles at PepsiCo, Owens Corning, a leading building and construction materials manufacturer, and Marathon Petroleum Corporation, a petroleum refining, marketing and transportation company.
Ms. Blackwood was appointed as the Company's Executive Vice President and General Counsel and Corporate Secretary in November 2021. Ms. Blackwood joined the Company in 2012 as assistant general counsel and served in that role until 2020, when she was named Vice President, Associate General Counsel. She has served as the Company’s Corporate Secretary since 2013. Prior to joining Brink’s, she served as Associate Chief Counsel and Corporate Secretary for Cigna Corporation, a multinational healthcare and insurance company.
Mr. Parks was appointed as Executive Vice President and President, Europe, Middle East, Africa and Asia in May 2023. Prior to that, he served as Executive Vice President and President of Europe from September 2021 to May 2023 and, before that, as Senior Vice President from December 2020 to September 2021. He has oversight responsibility for the Company's operations in Europe, Middle East, Africa and Asia. From January to December 2020 Mr. Parks was Senior Vice President, Strategy Deployment & Execution. From 2018 to January 2020, he was Senior Vice President, Integration. From 2015 to 2018 he served as the President and General Manager of Brink’s Canada.
Mr. Castillo was appointed as Executive Vice President and President, North America in June 2022. Prior to that, Mr. Castillo served as the Executive Vice President, North America at JELD-WEN, Inc. ("JELD-WEN"), one of the world's largest building products manufacturers, from 2020 to May 2022. Mr. Castillo joined JELD-WEN in February in 2018 as Senior Vice President, North America - Doors. Previously, he served as president of Cree Lighting, an LED lighting company, from 2016 until 2017, and, between 2001 and 2015, he held positions at Cooper Industries, an electrical product manufacturer, and Cooper Lighting, an LED lighting company, in various roles of increasing responsibility.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the New York Stock Exchange under the symbol “BCO.” As of February 21, 2025, there were 955 shareholders of record of common stock. The number of record holders does not include beneficial owners of our securities whose shares are held in the names of various security brokers, dealers and registered clearing agencies.
Share Repurchase Program
On November 2, 2023, our Board authorized a $500 million share repurchase program that expires on December 31, 2025 (the “2023 Repurchase Program”).
Under the 2023 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The.timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under the 2023 Repurchase Program may be made in the open market, in privately negotiated transactions, or otherwise.
During the twelve months ended December 31, 2024, we repurchased a total of 2,108,544 shares of our common stock for an aggregate of $203.6 million and an average price of $96.54 per share. These shares were retired upon repurchase. At December 31, 2024, $296 million remained available under the 2023 Repurchase Program.
In October 2021, we announced that our Board authorized a $250 million share repurchase program (the "2021 Repurchase Program"). Under the 2021 Repurchase Program, in 2023, we repurchased a total of 2,297,955 shares of our common stock for an aggregate of $169.9 million and an average price of $73.92 per share. In 2022, we repurchased a total of 948,395 shares of our common stock for an aggregate of $52.2 million and an average price of $55.01 per share. These shares were retired upon repurchase. The 2021 Repurchase Program expired on December 31, 2023 with approximately $28 million remaining available.
Our Board previously authorized a $250 million repurchase program in February 2020 (the “2020 Repurchase Program”).
Under the 2020 Repurchase Program, we entered into three accelerated share repurchase arrangements (each, an "ASR") with a financial institution. In each case, in exchange for an upfront payment at the beginning of each purchase period, the financial institution delivered to us shares of our common stock. The shares received were retired in the period they were delivered to us, and the upfront payment was accounted for as a reduction to shareholders' equity in the consolidated balance sheet. In 2022, we received 546,993 additional shares upon the early termination of an ASR. For purposes of calculating earnings per share, we reported each ASR as a repurchase of our common stock and as a forward contract indexed to our common stock. Each ASR met the applicable criteria for equity classification, and, as a result, none were accounted for as a derivative instrument.
The following table provides information about common stock repurchases by the Company during the quarter then ended December 31, 2024.
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| Period |
|
(a) Total Number of Shares Purchased |
|
(b) Average Price Paid per Share |
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
|
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1) |
| October 1 through |
|
|
|
|
|
|
|
|
October 31, 2024 |
|
51,403 |
|
|
$105.31 |
|
51,403 |
|
|
$ |
369,292,101 |
|
|
|
|
|
|
|
|
|
|
| November 1 through |
|
|
|
|
|
|
|
|
November 30, 2024 |
|
338,700 |
|
|
$96.57 |
|
390,103 |
|
|
336,584,974 |
|
|
|
|
|
|
|
|
|
|
| December 1 through |
|
|
|
|
|
|
|
|
| December 31, 2024 |
|
427,217 |
|
|
$93.96 |
|
817,320 |
|
|
296,443,422 |
|
(1) In the fourth quarter of 2023, we entered into a $500 million share repurchase program that expires on December 31, 2025. Shares repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
The following graph compares the cumulative 5-year total return provided to shareholders of The Brink’s Company’s common stock compared to the cumulative total returns of the S&P Midcap 400 index and the common stocks of a selected peer group of companies. Given our unique service offerings, we do not believe that any single published industry index is appropriate for comparing shareholder return. Therefore, the peer group used in the performance graph combines publicly traded companies in the logistics services industry that have similar operational characteristics, such as route-based delivery of services. The companies included in the peer group are Cintas Corporation, Iron Mountain, Inc., Euronet Worldwide, Inc., UniFirst Corporation and Waste Management, Inc.
The graph tracks the performance of a $100 investment in our common stock and in each index from December 31, 2019, through December 31, 2024. The performance of The Brink’s Company’s common stock assumes that the shareholder reinvested all dividends received during the period.
*$100 invested on 12/31/19 in stock or index, including reinvestment of dividends
Fiscal Year ending December 31.
Source: Zacks Investment Research, Inc.
Comparison of Five-Year Cumulative Total Return(a)
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Years Ended December 31, |
|
2019 |
|
2020 |
|
2021 |
|
2022 |
|
2023 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
| The Brink's Company |
$ |
100.00 |
|
|
80.42 |
|
|
73.98 |
|
|
61.40 |
|
|
101.81 |
|
|
108.43 |
|
| S&P MidCap 400 Index |
100.00 |
|
|
113.66 |
|
|
141.80 |
|
|
123.28 |
|
|
143.54 |
|
|
163.54 |
|
| Peer Group |
100.00 |
|
|
112.78 |
|
|
153.57 |
|
|
151.53 |
|
|
190.06 |
|
|
231.65 |
|
(a)For the line designated as “The Brink’s Company” the graph depicts the cumulative return on $100 invested in The Brink’s Company’s common stock at December 31, 2019. The cumulative return for each index is measured on an annual basis for the periods from December 31, 2019, through December 31, 2024, with the value of each index set to $100 on December 31, 2019. Total return assumes reinvestment of dividends. In 2024, we removed Stericycle, Inc. from our custom peer group because it was acquired by Waste Management, Inc. during the year. We chose the S&P Midcap 400 Index and our custom peer group as we are included in the S&P Midcap 400 Index, and we believe the custom peer group has more similar characteristics to our company for the factors noted above.
ITEM 6. RESERVED
Not Applicable
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE BRINK’S COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF DECEMBER 31, 2024 AND 2023
AND FOR EACH OF THE YEARS IN THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
The discussion of operating results and financial condition comparing 2023 versus 2022 can be found in Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 10-K"), starting on page 22.
OPERATIONS
The Brink’s Company is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services throughout the world. These services include:
Cash and Valuables Management
•Cash-in-transit ("CIT") services – armored vehicle transportation of cash and coin
•Basic ATM services – cash replenishment and treasury management of automated teller machines ("ATMs")
•Brink's Global Services ("BGS") – secure international transportation, pick-up, packaging, customs clearance, secure vault storage, and inventory management of high-value commodities and goods
•Cash management services – counting, sorting, wrapping, check imaging, cashier balancing, counterfeit detection, account consolidation and electronic reporting
•Vaulting services – combines CIT services, cash management, vaulting and electronic reporting technologies for banks
•Other Services – guarding, commercial security, and payment services
Digital Retail Solutions ("DRS") and ATM Managed Services ("AMS")
•DRS – services that facilitate faster access to cash deposits leveraging Brink’s tech-enabled devices and software platforms that enable enhanced customer analytics and visibility
•AMS – comprehensive solutions for ATM management, including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, first and second line maintenance, parts provisioning, funds settlements and installation services
We manage our business in the following four segments:
•North America – operations in the U.S. and Canada, including the BGS line of business,
•Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,
•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
•Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
We believe that Brink’s has significant competitive advantages including:
•brand recognition;
•reputation for a high level of service and security;
•risk management and logistics expertise;
•global network and customer base;
•proven operational excellence
•high-quality insurance coverage and financial strength; and
•innovative technology-enabled offerings.
Our strategy continues to focus on growing Brink’s by providing a superior customer experience and driving continuous improvement. We will achieve this by delivering on four strategic pillars: (1) Partner for Customer Success, (2) Innovate to Grow, (3) Run the Business Better, and (4) Win as Team Brink's. This framework considers our global footprint and values-driven culture.
We focus our time and resources on service quality, protecting and strengthening our brand, and addressing our risks. Our marketing and sales efforts are enhanced by the “Brink’s” brand, so we seek to protect and build its value. Because our services focus on handling, transporting, protecting, and managing valuables, we strive to understand and manage risk.
To earn an adequate return on capital, we focus on the effective and efficient use of resources in addition to our pricing discipline. We attempt to optimize the business that flows through our branches, vehicles, and systems to obtain the lowest costs possible without compromising safety, security, or service.
Operating results may vary from period to period. Our cash and valuables management revenues are generated from charges per service performed or based on the value of goods transported, which may be affected by both the level of economic activity and the volume of business for specific customers. We also periodically incur costs to change the scale of our operations when volumes increase or decrease. Incremental costs incurred usually relate to increasing or decreasing the number of employees and increasing or decreasing branches or administrative facilities. In addition, security costs can vary depending on performance, the cost of insurance coverage, and changes in crime rates (e.g., attacks and robberies).
Brink’s revenues and related operating profit are generally higher in the second half of the year, particularly in the fourth quarter, due to generally increased economic activity associated with the holiday season.
RESULTS OF OPERATIONS
Analysis of Results
Consolidated Results
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|
Years Ended December 31, |
|
% change |
| (In millions, except for percentages and per share amounts) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| GAAP |
|
|
|
|
|
|
|
|
|
| Revenues |
$ |
5,011.9 |
|
|
4,874.6 |
|
|
4,535.5 |
|
|
3 |
|
|
7 |
|
| Cost of revenues |
3,743.1 |
|
|
3,707.1 |
|
|
3,461.9 |
|
|
1 |
|
|
7 |
|
| Selling, general and administrative expenses |
834.5 |
|
|
688.1 |
|
|
687.0 |
|
|
21 |
|
|
— |
|
| Operating profit |
453.0 |
|
|
425.2 |
|
|
361.3 |
|
|
7 |
|
|
18 |
|
Operating profit margin |
9.0 |
% |
|
8.7 |
% |
|
8.0 |
% |
|
fav |
|
fav |
Income from continuing operations(a) |
161.8 |
|
|
86.0 |
|
|
173.5 |
|
|
88 |
|
|
(50) |
|
Diluted EPS from continuing operations(a) |
$ |
3.61 |
|
|
1.83 |
|
|
3.63 |
|
|
97 |
|
|
(50) |
|
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|
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|
|
Non-GAAP(b) |
|
|
|
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|
|
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|
|
|
|
|
|
| Non-GAAP operating profit |
629.4 |
|
|
615.0 |
|
|
550.3 |
|
|
2 |
|
|
12 |
|
| Non-GAAP operating profit margin |
12.6 |
% |
|
12.6 |
% |
|
12.1 |
% |
|
— |
|
|
fav |
Non-GAAP income from continuing operations(a) |
321.4 |
|
|
344.6 |
|
|
286.4 |
|
|
(7) |
|
|
20 |
|
| Adjusted EBITDA |
911.9 |
|
|
867.2 |
|
|
788.3 |
|
|
5 |
|
|
10 |
|
Non-GAAP diluted EPS from continuing operations(a) |
7.17 |
|
|
7.35 |
|
|
5.99 |
|
|
(2) |
|
|
23 |
|
(a)Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(b)These measures are supplemental financial measures that are not required by, or presented in accordance with, GAAP. See page
34 for further information on these non-GAAP measures and reconciliations to the applicable GAAP measures.
GAAP Basis
Analysis of Consolidated Results: 2024 versus 2023
Consolidated Revenues Revenues increased $137.3 million due to organic increases in Latin America ($461.8 million), Europe ($82.3 million), North America ($36.6 million), and Rest of World ($20.7 million) and the favorable impact of acquisitions ($23.7 million), partially offset by the unfavorable impact of currency exchange rates ($487.8 million). The unfavorable currency impact was driven primarily by the Argentine peso. Revenues increased 12% on an organic basis primarily due to inflation-based price increases and growth in AMS and DRS revenue. See below for our definition of “organic change” and "organic growth."
Consolidated Costs and Expenses Cost of revenues increased 1% to $3,743.1 million primarily due to higher revenue partially offset by the impact of currency exchange rates. Selling, general and administrative costs increased 21.3% to $834.5 million primarily due to organic increases in labor and other administrative costs, costs incurred in connection with the resolutions of the U.S. Department of Justice ("DOJ") and the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") investigations (see Note 23), and costs related to transformation initiatives, partially offset by the the impact of currency exchange rates.
Consolidated Operating Profit and Operating Profit Margin Operating profit margin increased from 8.7% to 9.0%. Operating profit increased $27.8 million due mainly to:
•organic increases in Latin America ($149.0 million), Europe ($12.2 million), North America ($7.6 million), and Rest of World ($5.6 million),
•lower costs incurred related to reorganization and restructuring ($16.1 million),
•lower costs related to business acquisitions and dispositions ($8.6 million), including the impact of acquisition-related charges, included in "Other items not allocated to segments", and
•favorable operating impact of business acquisitions ($1.7 million), excluding intangible amortization and acquisition-related charges,
partially offset by:
•unfavorable changes in currency exchange rates ($96.5 million) primarily driven by the Argentine peso,
•higher costs in connection with the resolutions of DOJ/FinCEN investigations ($45.7 million),
•higher transformation initiative costs ($22.9 million), and
•higher corporate expenses on an organic basis ($12.4 million).
Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders increased $75.8 million to $161.8 million due to lower income tax expense ($46.5 million), higher interest and other nonoperating income ($34.3 million), and the increase in operating profit mentioned above, partially offset by higher interest expense ($31.6 million). Diluted earnings per share from continuing operations was $3.61, up from $1.83 in 2023.
Non-GAAP Basis
Analysis of Consolidated Results: 2024 versus 2023
Non-GAAP Financial Measures The non-GAAP measures included in the table above and the analysis below present our operating profit, operating profit margin, income from continuing operations, adjusted EBITDA and earnings per share without certain income and expense items that do not reflect the regular earnings of the Company's operations. These non-GAAP measures are described in more detail on page
34 and are reconciled to comparable GAAP measures on pages
35-
38.
Non-GAAP Consolidated Operating Profit and Non-GAAP Operating Profit Margin Non-GAAP operating profit margin was 12.6%. Non-GAAP operating profit increased $14.4 million due mainly to:
•organic increases in Latin America ($149.0 million), Europe ($12.2 million), North America ($7.6 million), and Rest of World ($5.6 million) and
•the favorable operating impact of business acquisitions ($1.7 million), excluding intangible amortization and acquisition-related charges,
partially offset by:
•unfavorable changes in currency exchange rates ($149.3 million), driven primarily by the Argentine peso, and
•higher corporate expenses on an organic basis ($12.4 million).
Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders decreased $23.2 million to $321.4 million due to higher interest expense ($32.4 million), lower interest and other nonoperating income ($20.6 million), and higher noncontrolling interest ($1.2 million), partially offset by lower income tax expense ($16.6 million) and the operating profit increase mentioned above. Non-GAAP diluted earnings per share from continuing operations was $7.17, down from $7.35 in 2023.
Adjusted EBITDA Adjusted EBITDA increased 5% to $911.9 million primarily due to the increase in non-GAAP operating profit ($14.4 million), excluding the impact of higher non-GAAP depreciation and amortization ($11.6 million).
Revenues and Operating Profit by Segment
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Impact of |
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|
% Change |
|
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|
Organic |
|
Acquisitions / |
|
Currency |
|
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|
|
Organic |
(In millions, except for percentages) |
2023 |
|
Change(a) |
|
Dispositions(b) |
|
Effect(c) |
|
2024 |
|
Total |
|
Growth(a) |
| Revenues: |
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|
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|
| North America |
$ |
1,601.1 |
|
|
36.6 |
|
|
13.9 |
|
|
(1.9) |
|
|
1,649.7 |
|
|
3 |
|
|
2 |
|
| Latin America |
1,332.3 |
|
|
461.8 |
|
|
2.2 |
|
|
(485.3) |
|
|
1,311.0 |
|
|
(2) |
|
|
35 |
|
| Europe |
1,136.8 |
|
|
82.3 |
|
|
7.6 |
|
|
0.7 |
|
|
1,227.4 |
|
|
8 |
|
|
7 |
|
| Rest of World |
804.4 |
|
|
20.7 |
|
|
— |
|
|
(1.3) |
|
|
823.8 |
|
|
2 |
|
|
3 |
|
| Segment revenues |
4,874.6 |
|
|
601.4 |
|
|
23.7 |
|
|
(487.8) |
|
|
5,011.9 |
|
|
3 |
|
|
12 |
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
| Revenues |
$ |
4,874.6 |
|
|
601.4 |
|
|
23.7 |
|
|
(487.8) |
|
|
5,011.9 |
|
|
3 |
|
|
12 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
| Operating profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| North America |
$ |
185.2 |
|
|
7.6 |
|
|
1.3 |
|
|
(0.1) |
|
|
194.0 |
|
|
5 |
|
|
4 |
|
| Latin America |
280.3 |
|
|
149.0 |
|
|
(0.1) |
|
|
(156.9) |
|
|
272.3 |
|
|
(3) |
|
|
53 |
|
| Europe |
125.0 |
|
|
12.2 |
|
|
0.8 |
|
|
(0.1) |
|
|
137.9 |
|
|
10 |
|
|
10 |
|
| Rest of World |
164.1 |
|
|
5.6 |
|
|
(0.3) |
|
|
(0.8) |
|
|
168.6 |
|
|
3 |
|
|
3 |
|
| Segment operating profit |
754.6 |
|
|
174.4 |
|
|
1.7 |
|
|
(157.9) |
|
|
772.8 |
|
|
2 |
|
|
23 |
|
Corporate expenses(d) |
(139.6) |
|
|
(12.4) |
|
|
— |
|
|
8.6 |
|
|
(143.4) |
|
|
3 |
|
|
9 |
|
Other items not allocated to segments(d) |
(189.8) |
|
|
(48.0) |
|
|
8.6 |
|
|
52.8 |
|
|
(176.4) |
|
|
(7) |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
$ |
425.2 |
|
|
114.0 |
|
|
10.3 |
|
|
(96.5) |
|
|
453.0 |
|
|
7 |
|
|
27 |
|
Amounts may not add due to rounding.
(a)Organic change and organic growth are supplemental financial measures that are not required by, or presented in accordance with, GAAP, and are described in more detail on page
34.
(b)Amounts include the impact of prior year comparable period results for acquired and disposed businesses. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page
34.
(c)The amounts in the “Currency” column consist of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. This measure is not required by, or presented in accordance with, GAAP and is described in more detail on page
34.
(d)See page
26-
29 for further information, where these items are discussed in more detail.
Analysis of Segment Results: 2024 versus 2023
North America
Revenues increased 3% ($48.6 million) primarily due to a 2% organic increase ($36.6 million) and the favorable impact of acquisitions ($13.9 million), partially offset by the unfavorable impact of currency exchange rates ($1.9 million) from the Canadian dollar. Organic revenue increased primarily due to price increases and growth in AMS and DRS revenue in the U.S., partially offset by lower BGS revenue. Operating profit increased ($8.8 million), primarily due to a 4% organic increase ($7.6 million). The organic increase was primarily driven by the net impact of revenue mix and cost productivity improvements from transformation initiatives in the U.S., partially offset by technology and operational investments.
Latin America
Revenues decreased 2% ($21.3 million) primarily due to the unfavorable impact of currency exchange rates ($485.3 million), primarily from the Argentine peso, mostly offset by a 35% organic increase ($461.8 million) and the favorable impact of acquisitions ($2.2 million). The organic increase was driven by inflation-based price increases across the segment and growth in AMS and DRS revenue. Operating profit decreased 3% ($8.0 million) due to the unfavorable currency exchange rates ($156.9 million) largely offset by a 53% organic increase ($149.0 million). The organic increase was driven by organic revenue growth which outpaced the impact of labor and other cost increases.
Europe
Revenues increased 8% ($90.6 million) due to a 7% organic increase ($82.3 million) and the favorable impact of acquisitions ($7.6 million). The organic increase was primarily due to price increases throughout the segment and the growth of AMS and DRS revenue. Operating profit increased ($12.9 million) primarily due to an organic increase ($12.2 million) and the favorable impact of acquisitions ($0.8 million). The organic increase was primarily driven by higher revenue which outpaced the impact of labor and other cost increases and the revenue mix benefit of higher AMS and DRS revenue.
Rest of World
Revenues increased 2% ($19.4 million) due a 3% organic increase ($20.7 million). The organic increase was primarily due to growth in AMS and DRS. Operating profit increased $4.5 million primarily due to a 3% organic increase ($5.6 million). The organic increase was primarily due to the revenue mix benefit of higher AMS and DRS revenue.
Analysis of Income and Expenses Not Allocated to Segments: 2024 versus 2023
Income and expenses not allocated to segments are reported either as “Corporate Expenses” or “Other Items not Allocated to Segments.”
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 our 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 which are not considered to be part of the Company's operations and revenue generating activities. Each of the items in the “Other Items Not Allocated to Segments” table is excluded from non-GAAP operating profit.
Corporate Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| General, administrative and other expenses |
$ |
(167.2) |
|
|
(152.8) |
|
|
(161.5) |
|
|
9 |
|
|
(5) |
|
| Foreign currency transaction gains (losses) |
23.9 |
|
|
15.3 |
|
|
10.9 |
|
|
56 |
|
|
40 |
|
| Reconciliation of segment policies to GAAP |
(0.1) |
|
|
(2.1) |
|
|
1.8 |
|
|
(95) |
|
|
unfav |
| Corporate expenses |
$ |
(143.4) |
|
|
(139.6) |
|
|
(148.8) |
|
|
3 |
|
|
(6) |
|
Corporate expenses in 2024 increased by $3.8 million versus the prior year. This was primarily driven by higher net compensation costs, including share-based compensation and bonus accruals ($11.8 million), partially offset by higher foreign currency transaction gains ($8.6 million).
Other Items Not Allocated to Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
Reorganization and restructuring |
$ |
(1.5) |
|
|
(17.6) |
|
|
(38.8) |
|
|
(91) |
|
|
(55) |
|
| Acquisitions and dispositions |
(62.5) |
|
|
(70.6) |
|
|
(86.6) |
|
|
(11) |
|
|
(18) |
|
| Argentina highly inflationary impact |
(35.0) |
|
|
(86.8) |
|
|
(41.7) |
|
|
(60) |
|
|
unfav |
Transformation initiatives |
(28.4) |
|
|
(5.5) |
|
|
— |
|
|
unfav |
|
unfav |
DOJ/FinCEN investigations |
(45.7) |
|
|
— |
|
|
— |
|
|
unfav |
|
— |
|
Non-routine auto loss matter |
(2.0) |
|
|
(8.0) |
|
|
— |
|
|
(75) |
|
|
unfav |
| Change in allowance estimate |
— |
|
|
— |
|
|
(15.6) |
|
|
— |
|
|
(100) |
|
| Ship loss matter |
— |
|
|
— |
|
|
(4.9) |
|
|
— |
|
|
(100) |
|
| Chile antitrust matter |
(1.3) |
|
|
(0.5) |
|
|
(1.4) |
|
|
unfav |
|
(64) |
|
|
|
|
|
|
|
|
|
|
|
| Reporting compliance |
— |
|
|
(0.8) |
|
|
— |
|
|
(100) |
|
|
— |
|
Total Other items not allocated to segments |
$ |
(176.4) |
|
|
(189.8) |
|
|
(189.0) |
|
|
(7) |
|
|
— |
|
Reorganization and restructuring
Costs associated with certain reorganization and restructuring actions are excluded from reported non-GAAP results. These items primarily include severance charges and asset impairment losses. The 2022 Global Restructuring Plan was designed to, among other things, enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions in light of the COVID-19 pandemic. Other restructuring actions were primarily in response to the COVID-19 pandemic and a decision to exit a line of business in our 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.
2022 Global Restructuring Plan
In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously disclosed restructuring program across our global business operations. In total, we have recognized $34.0 million in charges under this program, including $0.8 million in 2024. The actions under this program were substantially completed in 2024. Severance actions from this restructuring plan reduced our global workforce by approximately 3,200 positions.
Other Restructurings
As a result of other restructuring actions, we recognized $16.6 million of net costs in 2022, primarily severance costs. We recognized $6.6 million of net costs in 2023, primarily severance costs. We recognized $0.7 million of net costs in 2024. The actions were substantially completed in 2024.
Charges related to these restructuring actions were excluded from the segments and Corporate expenses as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
| Reportable Segments: |
|
|
|
|
|
|
|
|
|
| North America |
$ |
(0.5) |
|
|
$ |
(4.2) |
|
|
(11.8) |
|
|
(88) |
|
|
(64) |
|
| Latin America |
(0.3) |
|
|
(4.9) |
|
|
(15.7) |
|
|
(94) |
|
|
(69) |
|
| Europe |
(0.7) |
|
|
(6.1) |
|
|
(9.7) |
|
|
(89) |
|
|
(37) |
|
| Rest of World |
— |
|
|
(1.2) |
|
|
(1.2) |
|
|
(100) |
|
|
— |
|
Total excluded from reportable segments |
(1.5) |
|
|
(16.4) |
|
|
(38.4) |
|
|
(91) |
|
|
(57) |
|
Excluded from Corporate expenses |
— |
|
|
(1.2) |
|
|
(0.4) |
|
|
(100) |
|
|
unfav |
Total Reorganization and restructuring costs |
$ |
(1.5) |
|
|
$ |
(17.6) |
|
|
(38.8) |
|
|
(91) |
|
|
(55) |
|
Acquisitions and dispositions
Certain acquisition and disposition items are not part of the Company's operations and revenue generating activities. These items include non-cash amortization expense for acquisition-related intangible assets, as well as integration, transaction, restructuring and certain compensation costs. All of the items are significantly impacted by the timing and nature of our acquisitions and dispositions, and many are inconsistent in amount and frequency. Management has excluded these amounts when evaluating internal performance. Therefore, we have not allocated these amounts to segment or Corporate results and have excluded these amounts from non-GAAP results.
These items are described below:
2024 Acquisitions and Dispositions Items
•Amortization expense for acquisition-related intangible assets was $58.3 million in 2024.
•Net charges of $2.4 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
•We incurred $1.1 million in integration costs in 2024.
•A net credit of $1.3 million related to the reversal of a retention liability for key PAI employees was recorded in 2024.
2023 Acquisitions and Dispositions Items
•Amortization expense for acquisition-related intangible assets was $57.8 million in 2023.
•We derecognized a contingent consideration liability related to the NoteMachine business acquisition and recognized a gain of $4.8 million. We also derecognized a contingent consideration liability related to the Touchpoint 21 acquisition and recognized a gain of $1.4 million.
•We recognized $4.9 million in charges in Argentina in 2023 for an inflation-adjusted labor increase to expected payments to union workers of the Maco Transportadora and Maco Litoral businesses (together, "Maco").
•Net charges of $3.4 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
•We incurred $2.2 million in integration costs, primarily related to PAI, in 2023.
•Transaction costs related to business acquisitions were $4.2 million in 2023.
•We recognized a $2.0 million loss on the disposition of Russia-based operations in 2023.
•Compensation expense related to the retention of key PAI employees was $1.6 million in 2023.
2022 Acquisitions and Dispositions Items
•Amortization expense for acquisition-related intangible assets was $52.0 million in 2022.
•We recognized $12.5 million in charges in Argentina in 2022 for expected payments to union workers of the Maco businesses.
•Net charges of $7.8 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.
•We incurred $4.8 million in integration costs, primarily related to PAI and G4S, in 2022.
•Transaction costs related to business acquisitions were $5.6 million in 2022.
•Restructuring costs related to acquisitions were $0.2 million in 2022.
•Compensation expense related to the retention of key PAI employees was $3.5 million in 2022.
Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed. In 2022, we recognized $41.7 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $37.6 million. In 2023, we recognized $86.8 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $79.1 million. In 2024, we recognized $35.0 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $18.4 million. These non-cash charges are 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, we initiated a multi-year program intended to accelerate growth and drive margin expansion through transformation of our business model. The program is designed to help us standardize our commercial and operational systems and processes, drive continuous improvement and achieve operational excellence. Accordingly, we incurred $5.5 million of expense in 2023 and an additional $28.4 million in 2024. The transformation costs primarily include third party professional services and project management charges. These costs relate to a discrete program and are not reflective of our ongoing operating cost structure, and are not indicative of our 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.
DOJ/FinCEN investigations During 2024, we accrued $45.7 million in connection with the DOJ and FinCEN investigations, which was primarily related to cross-border shipments of cash and things of value and anti-money laundering and Bank Secrecy Act compliance. This amount represents an estimate of $42.0 million for the resolutions with the DOJ and FinCEN, as well as $3.7 million of third-party legal costs associated with this matter. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts, including associated third-party costs, and the underlying investigation are such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results. See Note 23 for details.
Chile antitrust matter We recognized an estimated loss of $9.5 million in the third quarter of 2021 and recognized additional amounts in subsequent years (which were primarily related to changes in currency rates). Overall, these charges related to a potential fine associated with an investigation by the Chilean Fiscalía Nacional Económica or "FNE" (the Chilean antitrust agency). The investigation is related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. These costs are not considered part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts, including the estimated loss and associated third-party costs, is such that they are not reasonably likely to recur within two years, nor were there similar charges within the prior two years of the underlying event. Management has excluded these amounts when evaluating internal performance. Therefore, these amounts have not been allocated to segment or Corporate results and are excluded from non-GAAP results. See Note 23 for details.
Non-routine auto loss matter In 2023, a Brink’s employee was involved in a motor vehicle accident with unique circumstances that resulted in the death of a third party and, in connection with the ensuing litigation, Brink’s recognized an $10.0 million charge. Due to the unusual nature of the matter, including the unique circumstances of the claim, potential magnitude of remedy, and variation from our ordinary-course litigation strategy, we consider 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.
Ship loss matter In 2015, Brink’s placed cargo containing customer valuables on a ship which suffered extensive damages and losses of cargo. Our 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. In the fourth quarter of 2022, we recognized a $4.9 million charge for our estimate of the probable loss. 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.
Change in allowance estimate In the first quarter of 2022, we refined our global methodology of estimating the allowance for doubtful accounts. Our previous method to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of historical loss rates and specific identification of higher risk customer accounts. It also considered current and expected economic conditions in determining an appropriate allowance. As many of our regions began to recover from the COVID-19 pandemic, we re-assessed those earlier assumptions and estimates. Our updated method now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $16.7 million. In the subsequent quarters of 2022, the additional allowance was reduced by $1.1 million as a result of collections. The charge and credit were not reflective of the Company's operations and revenue generating activities in the periods 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.
Reporting compliance We incurred certain compliance costs in 2023 to remediate a material weakness in internal controls over financial reporting. These third-party costs are not part of the Company's operations and revenue generating activities. Additionally, the nature of these amounts is such that they are not reasonably likely to recur within two years, nor were similar costs incurred within the prior two years of the underlying event. 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.
Other Operating Income and Expense
Amounts below represent consolidated other operating income and expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| Foreign currency items: |
|
|
|
|
|
|
|
|
|
Transaction gains (losses) |
$ |
16.5 |
|
|
(85.1) |
|
|
(68.7) |
|
|
fav |
|
24 |
|
| Derivative instrument gains (losses) |
(11.0) |
|
|
21.3 |
|
|
42.0 |
|
|
unfav |
|
(49) |
|
| Royalty income |
8.0 |
|
|
7.5 |
|
|
9.1 |
|
|
7 |
|
|
(18) |
|
| Impairment losses |
(4.8) |
|
|
(10.3) |
|
|
(9.0) |
|
|
(53) |
|
|
14 |
|
| Indemnification asset adjustments |
(2.4) |
|
|
(3.4) |
|
|
(7.8) |
|
|
(29) |
|
|
(56) |
|
Contingent consideration liability adjustments |
— |
|
|
6.2 |
|
|
— |
|
|
(100) |
|
|
fav |
|
|
|
|
|
|
|
|
|
|
| Gains on sale of property and other assets |
3.9 |
|
|
1.9 |
|
|
2.7 |
|
|
fav |
|
(30) |
|
| Share in earnings of equity method affiliates |
3.0 |
|
|
2.8 |
|
|
2.1 |
|
|
7 |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
5.5 |
|
|
4.9 |
|
|
4.3 |
|
|
12 |
|
|
14 |
|
| Other operating income (expense) |
$ |
18.7 |
|
|
(54.2) |
|
|
(25.3) |
|
|
fav |
|
unfav |
2024 versus 2023
We reported other operating income of $18.7 million in 2024 versus other operating expense of $54.2 million in the prior year. The change was primarily due to net gains of $5.5 million from foreign currency items in 2024 as compared to net losses of $63.8 million from foreign currency items in 2023. This change was driven primarily by lower currency remeasurement losses in 2024 related to highly inflationary accounting in Argentina. The foreign currency items above do not include business acquisition-related currency items which are reported in interest and other nonoperating income (expense).
Nonoperating Income and Expense
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
$ |
235.4 |
|
|
|
203.8 |
|
|
|
138.8 |
|
|
16 |
|
|
47 |
|
Interest expense was higher in 2024 primarily due to higher interest rates on corporate debt. Borrowings were used to fund general corporate initiatives and other working capital needs. See Note 15 for further information.
Interest and Other Nonoperating Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
| Interest income |
$ |
48.9 |
|
|
36.3 |
|
|
23.6 |
|
|
35 |
|
|
54 |
|
| Gain (loss) on equity and debt securities |
5.0 |
|
|
(12.8) |
|
|
— |
|
|
fav |
|
unfav |
| Foreign currency transaction gains (losses) |
0.3 |
|
|
(1.1) |
|
|
2.4 |
|
|
fav |
|
unfav |
| Retirement benefit cost other than service cost |
(0.2) |
|
|
(0.5) |
|
|
(16.7) |
|
|
(60) |
|
|
(97) |
|
| Argentina turnover tax |
(3.4) |
|
|
(6.8) |
|
|
(1.8) |
|
|
(50) |
|
|
unfav |
Non-income taxes on intercompany billings |
(2.1) |
|
|
(2.6) |
|
|
(2.3) |
|
|
(19) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
0.2 |
|
|
1.9 |
|
|
(1.5) |
|
|
(89) |
|
|
fav |
| Interest and other nonoperating income (expense) |
$ |
48.7 |
|
|
14.4 |
|
|
3.7 |
|
|
fav |
|
fav |
Interest and other nonoperating income (expense) was higher in 2024 compared to 2023 primarily due to gains on equity and debt securities in 2024 versus losses in the prior year. The 2023 losses were primarily related to the impact of highly inflationary accounting on investments in marketable securities held by Argentina. Higher income in 2024 was also driven by an increase in interest income on surplus cash in money market investments, including in Argentina. The change from 2022 to 2023 was caused mainly by a reduction in retirement benefit costs attributed to lower amortization of actuarial losses. Refer to Note 4 for further explanation.
Income Taxes
Summary Reconciliation of Effective Income Tax Rate to U.S. Federal Tax Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In percentages) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| U.S. federal tax rate |
21.0 |
% |
|
21.0 |
% |
|
21.0 |
% |
| Increases (reductions) in taxes due to: |
|
|
|
|
|
|
|
|
|
|
|
| Foreign rate differential |
7.5 |
|
|
4.7 |
|
|
7.5 |
|
| Taxes on cross border income, net of credits |
2.9 |
|
|
7.9 |
|
|
6.9 |
|
|
|
|
|
|
|
| Adjustments to valuation allowances |
(2.8) |
|
|
18.5 |
|
|
(21.1) |
|
| Foreign income taxes |
(1.0) |
|
|
6.0 |
|
|
(0.7) |
|
|
|
|
|
|
|
| French business tax |
0.3 |
|
|
0.4 |
|
|
0.8 |
|
| State income taxes, net |
2.0 |
|
|
0.6 |
|
|
0.7 |
|
| Share-based compensation |
1.3 |
|
|
1.8 |
|
|
1.3 |
|
| Acquisition costs |
— |
|
|
0.2 |
|
|
— |
|
Nondeductible fines and penalties |
3.8 |
|
|
— |
|
|
— |
|
| Other |
(0.2) |
|
|
(2.1) |
|
|
1.9 |
|
Effective income tax rate on continuing operations |
34.8 |
% |
|
59.0 |
% |
|
18.3 |
% |
Overview
Our effective tax rate has varied in the past three years from the statutory U.S. federal rate due to various factors, including
•changes in judgment about the need for valuation allowances,
•changes in the geographical mix of earnings,
•changes in laws in the U.S., France, Mexico, Brazil and Argentina,
•timing of benefit recognition for uncertain tax positions,
•state income taxes, and
•tax benefit for distributions of share-based payments.
We establish or reverse valuation allowances for deferred tax assets depending on all available information including historical and expected future operating performance of our subsidiaries. Changes in judgment about the future realization of deferred tax assets can result in significant adjustments to the valuation allowances. Based on our historical and future expected taxable earnings, we believe it is more-likely-than-not that we will realize the benefit of the deferred tax assets, net of valuation allowances.
Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion ("Pillar Two") model rules issued by the Organization for Economic Co-operation and Development. A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.
Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The provisions effective in 2024 did not have a material impact on our results of operations, financial position or cash flows, and we do not expect the provisions in 2025 to have a materially adverse impact on our results of operations, financial position or cash flows.
2024 Effective Income Tax Rate Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in 2024 was greater than the 21% U.S. statutory tax rate primarily due to the geographical mix of earnings, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income and credit limitations, U.S. taxable income and credit limitations, and Argentina nondeductible inflation, net of deductible Argentina inflation adjustments.
2023 Effective Income Tax Rate Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in 2023 was greater than the 21% U.S. statutory tax rate primarily due to the geographical mix of earnings, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income and credit limitations, the increase of valuation allowances on U.S. foreign tax credits, and Argentina nondeductible inflation, net of deductible Argentina inflation adjustments.
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
% change |
(In millions, except for percentages) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| Net income attributable to noncontrolling interests |
$ |
11.8 |
|
|
10.6 |
|
|
11.3 |
|
|
11 |
|
|
(6) |
|
The increase in the net income attributable to noncontrolling interests in 2024, in comparison to 2023, is primarily attributable to higher 2024 operating results reported by certain subsidiaries that are not wholly-owned. The decrease in the net income attributable to noncontrolling interests in 2023, in comparison to 2022, is primarily due to the acquisition of noncontrolling interests in the second half of 2022.
Non-GAAP Measures and Reconciliations to GAAP Measures
Non-GAAP measures described below and included in this filing are financial measures that are not required by or presented in accordance with GAAP. The purpose of the disclosure of these non-GAAP measures is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations.
These non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as such measures allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. The reconciliations in the tables below include adjustments that we do not consider reflective of our operating performance as they result from events and circumstances that are not a part of our core business. Additionally, certain non-GAAP results, including non-GAAP operating profit and free cash flow before dividends, are utilized as performance measures in certain management incentive compensation plans.
Non-GAAP results should not be considered as an alternative to results determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts. Non-GAAP financial measures may not be comparable to non-GAAP financial measures presented by other companies.
The items excluded from non-GAAP measures are considered by us to be nonrecurring, infrequent or unusual costs and gains as well as other items not considered part of our operations and revenue generating activities. Non-recurring and infrequent items are items that are not reasonably expected to recur in the following two years.
In addition to the rationale described above, we believe the following non-GAAP metrics are helpful to investors in assessing results of operations consistent with how our management evaluates performance:
•Non-GAAP operating profit and Non-GAAP operating profit margin: Non-GAAP operating profit equals GAAP operating profit excluding Other Items not Allocated to Segments. Non-GAAP operating margin equals non-GAAP operating profit divided by revenues.
•Non-GAAP income from continuing operations attributable to Brink's: This measure equals GAAP income from continuing operations attributable to Brink's excluding Other Items not Allocated to Segments as well as certain retirement plan expenses/gains and unusual adjustments to deferred tax asset valuation allowances.
•Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA: EBITDA is calculated by starting with net income attributable to Brink's and adding back the amounts for interest expense, income taxes, depreciation and amortization. Adjusted EBITDA equals EBITDA excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains, unusual adjustments to deferred tax asset valuation allowances, income tax rate adjustments, share-based compensation and marketable securities (gain) loss.
•Non-GAAP diluted earnings per share ("EPS") from continuing operations attributable to Brink's common shareholders: This measure equals non-GAAP income from continuing operations attributable to Brink's divided by diluted shares.
•Organic change and organic growth: Organic change represents the change in revenues or operating profit between the current and prior period excluding the effect of acquisitions and dispositions for one year after the transaction and changes in currency exchange rates. Organic growth is the percentage change of organic growth versus the prior year amount.
•Impact of Acquisitions/ Dispositions: This measure represents the impact of acquisitions or dispositions without a full year of reported results in either comparable period.
•Currency Effect: This measure consists of the effects of Argentina devaluations under highly inflationary accounting and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
•Non-GAAP pre-tax income, Non-GAAP income tax and Non-GAAP effective income tax rate: Non-GAAP pre-tax income and non-GAAP income tax equal their GAAP counterparts excluding the applicable impacts of Other Items not Allocated to Segments as well as certain retirement plan expenses/gains and unusual adjustments to deferred tax asset valuation allowances. Non-GAAP effective income tax rate equals non-GAAP income tax divided by non-GAAP pre-tax income.
In addition to the rationale described above, we believe the following non-GAAP metrics are helpful in assessing cash flow and financial leverage consistent with how our management evaluates performance:
•Free Cash Flow before Dividends: This non-GAAP measure reflects management’s calculation of cash flows that are available for capital or investing activities such as paying dividends, share repurchases, debt, acquisitions and other investments. The measure is calculated as net cash flows from operating activities, adjusted to exclude certain operating activities related to cash that is not available for corporate purposes, including the impact of cash flows from restricted cash held for customers, as well as cash received and processed in certain of our secure cash management services operations. The resulting amount is further adjusted to include the impact of cash flows related to equipment used to operate our business, including capital expenditures, cash proceeds from sale of property and equipment, as well as proceeds from lessor debt financing. The latter item, which is part of cash flows from financing activities and relates to the subsequent financings of certain capital expenditures, was added to our calculation in 2024 as we believe such cash flows are similar in nature to transactions reported in Investing Activities, which have historically been included in our calculation. Prior amounts were recast to reflect this change.
•Net Debt: Net Debt equals total debt less cash and cash equivalents available for general corporate purposes. We exclude from cash and cash equivalents amounts held by our cash management services operations, as such amounts are not considered available for general corporate purposes. See page
44 for more details.
Reconciliations of Non-GAAP to GAAP Measures
Non-GAAP measures are reconciled to comparable GAAP measures either in the tables below or in “Liquidity and Capital Resources” section. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented. Most of the reconciling adjustments are described in Other Items Not Allocated to Segments above on pages
26–
29. Additional reconciling items include the following:
Retirement plans We incur costs, such as interest expense and amortization of actuarial gains and losses, associated with certain retirement plans that have been frozen to new entrants. Furthermore, we also incur non-cash settlement charges and curtailment gains related to all of our retirement plans. These costs and gains are not considered to be part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. Therefore, they are excluded from non-GAAP results.
Valuation allowance on tax credits As a result of new foreign tax credit regulations, we released a valuation allowance on deferred tax assets and recorded a significant income tax credit in 2022. We then re-established some of the valuation allowance in 2023 primarily related to adjustments to the previous foreign tax credit changes, resulting in a significant incremental income tax expense. In 2024, we released an incremental valuation allowance on deferred tax assets that was otherwise expected to expire and recorded a tax credit. The gains and charges related to major tax law changes that impacted U.S. foreign tax credits. These gains and charges are not considered to be part of the Company's operations and revenue generating activities. Management has excluded these amounts when evaluating internal performance. Therefore, they are excluded from non-GAAP results.
Change in restricted cash held for customers Restricted cash held for customers is not available for general corporate purposes such as payroll, vendor invoice payments, debt repayment, or capital expenditures. Because the cash is not available to support the Company's operations and revenue generating activities, management excludes the changes in the restricted cash held for customers balance when assessing cash flows from operations. We believe that the exclusion of the change in restricted cash held for customers from our non-GAAP operating cash flows measure is helpful to users of the financial statements as it presents this financial measure consistent with how management assesses this liquidity measure.
Change in certain customer obligations The title to cash received and processed in certain of our secure cash management services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and is thus not available for general corporate purposes. Because the cash is not available to support our operations and revenue generating activities, management excludes the changes in this specific cash balance when assessing cash flows from operations. We believe that the exclusion of the change in this cash balance from our non-GAAP operating cash flows measure is helpful to the users of our financial statements as it presents this financial measure consistent with how our management assesses this liquidity measure.
Amounts held by cash management services operations As described above, cash held in certain of our secure cash management services operations is not available to support our operations and revenue generating activities. Therefore, management excludes this specific cash balance when assessing our liquidity and capital resources, and in our computation of Net Debt. We believe that the exclusion of this cash balance from our non-GAAP Net Debt measure is helpful to the users of our financial statements as it presents this financial measure consistent with how our management assesses this liquidity measure.
Non-GAAP Reconciled to GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
| (In millions, except for percentages) |
Pre-tax income(a) |
|
Income tax |
|
Effective income tax rate(a) |
|
Pre-tax income(a) |
|
Income tax |
|
Effective income tax rate(a) |
|
Pre-tax income(a) |
|
Income tax |
|
Effective income tax rate(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GAAP |
$ |
266.3 |
|
|
92.7 |
|
|
34.8 |
% |
|
$ |
235.8 |
|
|
139.2 |
|
|
59.0 |
% |
|
$ |
226.2 |
|
|
41.4 |
|
|
18.3 |
% |
Reorganization and restructuring(c) |
1.5 |
|
|
0.2 |
|
|
|
|
17.6 |
|
|
3.4 |
|
|
|
|
38.8 |
|
|
8.2 |
|
|
|
Acquisitions and dispositions(c) |
62.1 |
|
|
5.2 |
|
|
|
|
72.6 |
|
|
8.9 |
|
|
|
|
85.2 |
|
|
20.7 |
|
|
|
Argentina highly inflationary impact(c) |
36.3 |
|
|
(5.1) |
|
|
|
|
142.0 |
|
|
(4.5) |
|
|
|
|
45.6 |
|
|
(2.0) |
|
|
|
Transformation initiatives(c) |
28.4 |
|
|
0.7 |
|
|
|
|
5.5 |
|
|
0.1 |
|
|
|
|
— |
|
|
— |
|
|
|
DOJ/FinCEN investigations(c) |
45.7 |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
Chile antitrust matter(c) |
1.3 |
|
|
0.3 |
|
|
|
|
0.5 |
|
|
0.1 |
|
|
|
|
1.4 |
|
|
0.5 |
|
|
|
Non-routine auto loss matter(c) |
2.0 |
|
|
— |
|
|
|
|
8.0 |
|
|
0.2 |
|
|
|
|
— |
|
|
— |
|
|
|
Change in allowance estimate(c) |
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
15.6 |
|
|
3.7 |
|
|
|
Ship loss matter(c) |
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
4.9 |
|
|
1.3 |
|
|
|
Reporting compliance(c) |
— |
|
|
— |
|
|
|
|
0.8 |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
Retirement plans(b) |
(8.4) |
|
|
(0.1) |
|
|
|
|
(9.0) |
|
|
(2.0) |
|
|
|
|
11.1 |
|
|
2.9 |
|
|
|
Valuation allowance on tax credits(b) |
— |
|
|
7.1 |
|
|
|
|
— |
|
|
(27.8) |
|
|
|
|
— |
|
|
53.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-GAAP |
$ |
435.2 |
|
|
101.0 |
|
|
23.2 |
% |
|
$ |
473.8 |
|
|
117.6 |
|
|
24.8 |
% |
|
$ |
428.8 |
|
|
129.9 |
|
|
30.3 |
% |
Amounts may not add due to rounding.
(a)From continuing operations.
(b)See "Reconciliations of Non-GAAP to GAAP Measures" on page
35 for details.
(c)See “Other Items Not Allocated To Segments” on pages
26-
29 for details.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
(In millions, except for per share amounts) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Operating profit: |
|
|
|
|
|
| GAAP |
$ |
453.0 |
|
|
425.2 |
|
|
361.3 |
|
Reorganization and restructuring(a) |
1.5 |
|
|
17.6 |
|
|
38.8 |
|
Acquisitions and dispositions(a) |
62.5 |
|
|
70.6 |
|
|
86.6 |
|
Argentina highly inflationary impact(a) |
35.0 |
|
|
86.8 |
|
|
41.7 |
|
Transformation initiatives(a) |
28.4 |
|
|
5.5 |
|
|
— |
|
DOJ/FinCEN investigations(a) |
45.7 |
|
|
— |
|
|
— |
|
Chile antitrust matter(a) |
1.3 |
|
|
0.5 |
|
|
1.4 |
|
Non-routine auto loss matter(a) |
2.0 |
|
|
8.0 |
|
|
— |
|
Ship loss matter(a) |
— |
|
|
— |
|
|
4.9 |
|
|
|
|
|
|
|
Reporting compliance(a) |
— |
|
|
0.8 |
|
|
— |
|
Change in allowance estimate(a) |
— |
|
|
— |
|
|
15.6 |
|
| Non-GAAP |
$ |
629.4 |
|
|
615.0 |
|
|
550.3 |
|
|
|
|
|
|
|
Income from continuing operations attributable to Brink's: |
|
|
|
|
|
| GAAP |
$ |
161.8 |
|
|
86.0 |
|
|
173.5 |
|
Reorganization and restructuring(a) |
1.3 |
|
|
14.2 |
|
|
30.5 |
|
Acquisitions and dispositions(a) |
55.9 |
|
|
62.7 |
|
|
63.5 |
|
Argentina highly inflationary impact(a) |
41.4 |
|
|
146.5 |
|
|
47.6 |
|
Transformation initiatives(a) |
27.7 |
|
|
5.4 |
|
|
— |
|
DOJ/FinCEN investigations(a) |
45.7 |
|
|
— |
|
|
— |
|
Chile antitrust matter(a) |
1.0 |
|
|
0.4 |
|
|
0.9 |
|
Non-routine auto loss matter(a) |
2.0 |
|
|
7.8 |
|
|
— |
|
Ship loss matter(a) |
— |
|
|
— |
|
|
3.6 |
|
|
|
|
|
|
|
Reporting compliance(a) |
— |
|
|
0.8 |
|
|
— |
|
Retirement plans(b) |
(8.3) |
|
|
(7.0) |
|
|
8.1 |
|
Change in allowance estimate(a) |
— |
|
|
— |
|
|
11.9 |
|
Valuation allowance on tax credits(b) |
(7.1) |
|
|
27.8 |
|
|
(53.2) |
|
|
|
|
|
|
|
| Non-GAAP |
$ |
321.4 |
|
|
344.6 |
|
|
286.4 |
|
|
|
|
|
|
|
| Adjusted EBITDA: |
|
|
|
|
|
Net income attributable to Brink's |
$ |
162.9 |
|
|
87.7 |
|
170.6 |
|
Interest expense |
235.4 |
|
203.8 |
|
138.8 |
|
Income tax provision |
92.7 |
|
139.2 |
|
41.4 |
|
Depreciation and amortization |
293.3 |
|
275.8 |
|
245.8 |
|
| EBITDA |
$ |
784.3 |
|
|
706.5 |
|
|
596.6 |
|
Discontinued operations |
(1.1) |
|
|
(1.7) |
|
|
2.9 |
|
Reorganization and restructuring(a) |
1.5 |
|
|
16.4 |
|
|
37.7 |
|
Acquisitions and dispositions(a) |
2.8 |
|
|
13.0 |
|
|
30.9 |
|
Argentina highly inflationary impact(a) |
24.3 |
|
|
136.6 |
|
|
42.7 |
|
Transformation initiatives(a) |
28.4 |
|
|
5.5 |
|
|
— |
|
DOJ/FinCEN investigations(a) |
45.7 |
|
|
— |
|
|
— |
|
Chile antitrust matter(a) |
1.3 |
|
|
0.5 |
|
|
1.4 |
|
Non-routine auto loss matter(a) |
2.0 |
|
|
8.0 |
|
|
— |
|
Ship loss matter(a) |
— |
|
|
— |
|
|
4.9 |
|
Reporting compliance(a) |
— |
|
|
0.8 |
|
|
— |
|
Retirement plans(b) |
(8.4) |
|
|
(9.0) |
|
|
11.0 |
|
Change in allowance estimate(a) |
— |
|
|
— |
|
|
15.6 |
|
Valuation allowance on tax credits(b) |
— |
|
|
— |
|
|
— |
|
Share-based compensation(c) |
36.6 |
|
|
33.0 |
|
|
48.6 |
|
Marketable securities (gain) loss(d) |
(5.5) |
|
|
(42.4) |
|
|
(4.0) |
|
| Adjusted EBITDA |
$ |
911.9 |
|
|
867.2 |
|
|
788.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions, except for per share amounts) |
2024 |
|
2023 |
|
2022 |
| Diluted EPS: |
|
|
|
|
|
| GAAP |
$ |
3.61 |
|
|
1.83 |
|
|
3.63 |
|
Reorganization and restructuring(a) |
0.03 |
|
|
0.30 |
|
|
0.64 |
|
Acquisitions and dispositions(a) |
1.25 |
|
|
1.33 |
|
|
1.33 |
|
Argentina highly inflationary impact(a) |
0.92 |
|
|
3.13 |
|
|
1.00 |
|
Transformation initiatives(a) |
0.62 |
|
|
0.12 |
|
|
— |
|
DOJ/FinCEN investigations(a) |
1.02 |
|
|
— |
|
|
— |
|
Chile antitrust matter(a) |
0.02 |
|
|
0.01 |
|
|
0.02 |
|
Non-routine auto loss matter(a) |
0.05 |
|
|
0.17 |
|
|
— |
|
Ship loss matter(a) |
— |
|
|
— |
|
|
0.08 |
|
|
|
|
|
|
|
Reporting compliance(a) |
— |
|
|
0.02 |
|
|
— |
|
Retirement plans(b) |
(0.19) |
|
|
(0.15) |
|
|
0.17 |
|
Change in allowance estimate(a) |
— |
|
|
— |
|
|
0.25 |
|
Valuation allowance on tax credits(b) |
(0.16) |
|
|
0.59 |
|
|
(1.11) |
|
| Non-GAAP |
$ |
7.17 |
|
|
7.35 |
|
|
5.99 |
|
Amounts may not add due to rounding.
(a)See “Other Items Not Allocated To Segments” on pages
26-
29 for details.
(b)See "Reconciliations of GAAP to Non-GAAP Measures" on page
35 for details.
(c)Due to reorganization and restructuring activities, there was a $0.9 million non-GAAP adjustment to share-based compensation in 2023. There is no difference between GAAP and non-GAAP share-based compensation amounts for the other periods presented.
(d)Due to the impact of Argentina's highly inflationary accounting, there was a $55.2 million non-GAAP adjustment for a loss in 2023, and a $1.3 million non-GAAP adjustment in 2024.
Foreign Operations
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries.
We are subject to risks customarily associated with doing business in foreign countries, including labor and economic conditions, the imposition of international sanctions, including by the U.S. government, political instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local governments. Changes in the political or economic environments in the countries in which we operate could have a material adverse effect on our business, financial condition and results of operations. The future effects, if any, of these risks are unknown. In April 2019, the U.S. government sanctioned the Venezuela central bank and, as a result, we have ceased support of our Venezuela business.
At December 31, 2024, Argentina's economy remained highly inflationary for accounting purposes. See Note 1 for more details about our Argentina operations including a description of how we account for currency remeasurement for our Argentine subsidiaries and the potential impacts of converting local currency into U.S. dollars.
Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. Recent strengthening of the U.S. dollar relative to certain currencies has reduced our reported dollar revenues and operating profit. Future fluctuations in exchange rates could have either a positive or negative impact on our financial results.
Changes in exchange rates may also affect transactions which are denominated in currencies other than the functional currency of a given foreign entity. From time to time, we use short term foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies, as discussed in Item 7A on pages
58-
59. These short term foreign currency forward and swap contracts primarily offset exposures in the euro, the Mexican peso, and the British pound and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings. See Note 12 for more details regarding our economic hedges.
We have entered into cross currency swaps and foreign exchange forward swap contracts to hedge a portion of our net investments in certain of our subsidiaries with euro and Hong Kong dollar functional currencies. As net investment hedges for accounting purposes, we elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of the cross currency swaps. See Note 12 for more details regarding these contracts.
We also had a long term cross currency swap contract to hedge exposure in Brazilian real, which was designated as a cash flow hedge for accounting purposes This cross currency swap contract matured and was fully settled in 2023. See Note 12 for more details about this contract.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The discussion of liquidity and capital resources comparing 2023 versus 2022 can be found in Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations of our 2023 10-K, starting on page 40.
Over the last three years, we used cash generated from our operations and borrowings to
•invest in the infrastructure of our business (new facilities, cash sorting and other equipment for our cash management services operations, armored trucks, DRS devices, and information technology) ($608 million),
•repurchase shares of Brink's common stock ($426 million),
•acquire new business operations ($209 million), and
•pay dividends to Brink’s shareholders ($119 million).
Cash flows from operating activities decreased by $(276.4) million in 2024 as compared to the prior year primarily due to changes in customer obligations related to certain of our secure cash management services operations, a decrease in restricted cash held for customers and higher amounts paid for income taxes and interest, partially offset by improvements in working capital excluding taxes and interest. Cash used for investing activities increased by $36.4 million in 2024 due to net outflows related to purchases and sales of marketable securities in 2024 versus net inflows in the prior year. Cash also decreased $95.2 million in 2024 as a result of the strengthening of the U.S. dollar in 2024, primarily against the euro, Mexican peso and Argentine peso. We financed our liquidity needs in 2024 with debt and cash flows from operations.
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
$ change |
| (In millions) |
|
2024 |
|
|
2023 |
|
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided from (used in) operating activities - GAAP |
|
$ |
426.0 |
|
|
|
702.4 |
|
|
|
479.9 |
|
|
$ |
(276.4) |
|
|
222.5 |
|
(Increase) decrease in restricted cash held for customers (see Note 20) |
|
42.9 |
|
|
|
(59.5) |
|
|
|
(50.0) |
|
|
102.4 |
|
|
(9.5) |
|
(Increase) decrease in customer obligations |
|
77.7 |
|
|
|
(66.0) |
|
|
|
(50.0) |
|
|
143.7 |
|
|
(16.0) |
|
Capital expenditures |
|
(222.5) |
|
|
|
(202.7) |
|
|
|
(182.6) |
|
|
(19.8) |
|
|
(20.1) |
|
Cash proceeds from sale of property and equipment |
|
29.2 |
|
|
|
18.4 |
|
|
|
5.7 |
|
|
10.8 |
|
|
12.7 |
|
| Proceeds from lessor debt financing (see Note 20) |
|
46.6 |
|
|
|
7.5 |
|
|
|
19.4 |
|
|
39.1 |
|
|
(11.9) |
|
Free cash flow before dividends(a) |
|
$ |
399.9 |
|
|
|
400.1 |
|
|
|
222.4 |
|
|
$ |
(0.2) |
|
|
177.7 |
|
(a)Free cash flow before dividends is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. See page
34 for further information on this non-GAAP measure, and see page
35 for descriptions of the adjustments.
2024 versus 2023
Cash flows from operating activities - GAAP
Cash flows from operating activities decreased by $276.4 million in 2024 compared to 2023. The decrease was attributed to changes in customer obligations related to certain of our secure cash management services operations (certain customer obligations decreased by $77.7 million in 2024 compared to an increase of $66.0 million in 2023), restricted cash held for customers (restricted cash held for customers decreased by $42.9 million in 2024 compared to an increase of $59.5 million in 2023), higher amounts paid for income taxes (we had $122.1 million in cash payments for taxes in 2024 as compared to $96.3 million in 2023), and higher amounts paid for interest (we had $235.3 million in cash payments for interest in 2024 as compared to $195.8 million in 2023), partially offset by improvements in working capital excluding taxes and interest.
Working capital improvements resulted primarily from an ongoing focus on certain key levers, in particular more timely collection of trade accounts receivable and optimizing payment terms to vendors. Our cash flows may continue to be affected by certain discretionary actions we may take with customers and suppliers. In 2024, these actions involved, among others, centrally managing more of our overall spend and negotiating with suppliers to optimize our payment terms and conditions, including focused activity in the fourth quarter that included extending timing of payments to certain vendors. These actions contributed to an increase in trade accounts payable (amounts increased by $78.7 million in 2024 compared to a decrease of $18.0 million in 2023) included in the consolidated statements of cash flows line “Increase (decrease) in accounts payable, income taxes payable, and accrued liabilities” as well as continued improvements in trade accounts receivable (amounts decreased $40.2 million in 2024 and decreased $56.0 million in 2023) included in the consolidated statements of cash flows line “(Increase) decrease in accounts receivable and income taxes receivable”. Our efforts to improve working capital continue in 2025 as we work to formalize extended terms for more vendors and manage more of our spend in a centralized, global manner. Future working capital performance contemplates a continuation of these efforts.
Free cash flow before dividends - non-GAAP
Free cash flow before dividends was relatively flat compared to 2023, down $0.2 million. Higher amounts paid for income taxes, higher amounts paid for interest, and higher amounts paid for capital expenditures (we had $222.5 million in capital expenditures in 2024 compared to $202.7 million in 2023) were mostly offset by higher proceeds from lessor debt financing (we received $46.6 million in proceeds in 2024 compared to $7.5 million in 2023), and working capital changes discussed above.
In 2024, as noted above, we took actions focused on working capital improvements. We also increased our use of leases to finance the acquisition of assets used in the business in order to better align cash inflows and outflows.
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
$ change |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
| Capital expenditures |
$ |
(222.5) |
|
|
(202.7) |
|
|
(182.6) |
|
|
$ |
(19.8) |
|
|
(20.1) |
|
| Acquisitions, net of cash acquired |
(19.1) |
|
|
(1.5) |
|
|
(173.9) |
|
|
(17.6) |
|
|
172.4 |
|
| Dispositions, net of cash disposed |
— |
|
|
1.1 |
|
|
— |
|
|
(1.1) |
|
|
1.1 |
|
| Marketable securities: |
|
|
|
|
|
|
|
|
|
| Purchases |
(71.8) |
|
|
(134.7) |
|
|
(30.3) |
|
|
62.9 |
|
|
(104.4) |
|
| Sales |
57.2 |
|
|
150.4 |
|
|
11.7 |
|
|
(93.2) |
|
|
138.7 |
|
Proceeds from sale of property and equipment |
29.2 |
|
|
18.4 |
|
|
5.7 |
|
|
10.8 |
|
|
12.7 |
|
| Proceeds from settlement of cross currency swap |
— |
|
|
— |
|
|
64.3 |
|
|
— |
|
|
(64.3) |
|
|
|
|
|
|
|
|
|
|
|
| Net change in loans held for investment |
7.1 |
|
|
(11.1) |
|
|
(25.9) |
|
|
18.2 |
|
|
14.8 |
|
| Other |
3.7 |
|
|
(0.6) |
|
|
(0.2) |
|
|
4.3 |
|
|
(0.4) |
|
| Discontinued operations |
— |
|
|
0.9 |
|
|
— |
|
|
(0.9) |
|
|
0.9 |
|
| Investing activities |
$ |
(216.2) |
|
|
(179.8) |
|
|
(331.2) |
|
|
$ |
(36.4) |
|
|
151.4 |
|
Cash used by investing activities increased by $36.4 million in 2024 as compared to 2023. The increase was primarily due to increases in cash paid for the net purchases and sales of marketable securities (we had $14.6 million in net cash paid in 2024 compared to $15.7 million in net cash received in 2023), increases in cash paid for capital expenditures and increases in cash paid for acquisitions 2024. This was partially offset by a decrease in cash received for loans held for investment (we received $7.1 million for loans held for investment in 2024 compared to payments of $11.1 million in 2023), as discussed in Note 20.
Capital expenditures and depreciation and amortization were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
$ change |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| Property and Equipment Acquired during the year |
|
|
|
|
|
|
|
|
|
Capital expenditures(a): |
|
|
|
|
|
|
|
|
|
| North America |
$ |
62.6 |
|
|
43.8 |
|
|
41.4 |
|
|
$ |
18.8 |
|
|
2.4 |
|
| Latin America |
33.0 |
|
|
48.8 |
|
|
50.1 |
|
|
(15.8) |
|
|
(1.3) |
|
| Europe |
76.9 |
|
|
72.1 |
|
|
50.5 |
|
|
4.8 |
|
|
21.6 |
|
| Rest of World |
45.6 |
|
|
30.6 |
|
|
34.4 |
|
|
15.0 |
|
|
(3.8) |
|
| Corporate |
4.4 |
|
|
7.4 |
|
|
6.2 |
|
|
(3.0) |
|
|
1.2 |
|
| Capital expenditures |
$ |
222.5 |
|
|
202.7 |
|
|
182.6 |
|
|
$ |
19.8 |
|
|
20.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing leases: |
|
|
|
|
|
|
|
|
|
| North America |
$ |
38.4 |
|
|
59.4 |
|
|
46.3 |
|
|
$ |
(21.0) |
|
|
13.1 |
|
| Latin America |
21.4 |
|
|
11.0 |
|
|
10.9 |
|
|
10.4 |
|
|
0.1 |
|
| Europe |
13.4 |
|
|
21.4 |
|
|
8.1 |
|
|
(8.0) |
|
|
13.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Rest of World |
1.9 |
|
|
0.2 |
|
|
0.4 |
|
|
1.7 |
|
|
(0.2) |
|
| Financing leases |
$ |
75.1 |
|
|
92.0 |
|
|
65.7 |
|
|
$ |
(16.9) |
|
|
26.3 |
|
|
|
|
|
|
|
|
|
|
|
| Total: |
|
|
|
|
|
|
|
|
|
| North America |
$ |
101.0 |
|
|
103.2 |
|
|
87.7 |
|
|
$ |
(2.2) |
|
|
15.5 |
|
| Latin America |
54.4 |
|
|
59.8 |
|
|
61.0 |
|
|
(5.4) |
|
|
(1.2) |
|
| Europe |
90.3 |
|
|
93.5 |
|
|
58.6 |
|
|
(3.2) |
|
|
34.9 |
|
| Rest of World |
47.5 |
|
|
30.8 |
|
|
34.8 |
|
|
16.7 |
|
|
(4.0) |
|
| Corporate |
4.4 |
|
|
7.4 |
|
|
6.2 |
|
|
(3.0) |
|
|
1.2 |
|
| Total property and equipment acquired |
$ |
297.6 |
|
|
294.7 |
|
|
248.3 |
|
|
$ |
2.9 |
|
|
46.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization(a) |
|
|
|
|
|
|
|
|
|
| North America |
$ |
82.4 |
|
|
73.9 |
|
|
69.1 |
|
|
$ |
8.5 |
|
|
4.8 |
|
| Latin America |
53.9 |
|
|
53.6 |
|
|
49.1 |
|
|
0.3 |
|
|
4.5 |
|
| Europe |
57.0 |
|
|
54.2 |
|
|
39.6 |
|
|
2.8 |
|
|
14.6 |
|
| Rest of World |
26.2 |
|
|
24.4 |
|
|
23.6 |
|
|
1.8 |
|
|
0.8 |
|
| Total reportable segments |
219.5 |
|
|
206.1 |
|
|
181.4 |
|
|
13.4 |
|
|
24.7 |
|
| Corporate |
3.5 |
|
|
5.3 |
|
|
8.4 |
|
|
(1.8) |
|
|
(3.1) |
|
| Argentina highly inflationary impact |
12.0 |
|
|
5.4 |
|
|
2.9 |
|
|
6.6 |
|
|
2.5 |
|
Reorganization and restructuring |
— |
|
|
1.2 |
|
|
1.0 |
|
|
(1.2) |
|
|
0.2 |
|
| Acquisitions and dispositions |
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
(0.1) |
|
Depreciation and amortization of property and equipment |
$ |
235.0 |
|
|
218.0 |
|
|
193.8 |
|
|
$ |
17.0 |
|
|
24.2 |
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets(a) |
58.3 |
|
|
57.8 |
|
|
52.0 |
|
|
0.5 |
|
|
5.8 |
|
Total depreciation and amortization |
$ |
293.3 |
|
|
275.8 |
|
|
245.8 |
|
|
$ |
17.5 |
|
|
30.0 |
|
(a)Amortization of acquisition-related intangible assets has been excluded from reportable segment amounts.
Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the year divided by the annual amount of depreciation, was 1.3 in 2024, 1.4 in 2023, and 1.3 in 2022.
Capital expenditures in 2024 for our operating units were primarily for cash devices, information technology, armored vehicles, and machinery and equipment. Capital expenditures in 2024 were $19.8 million higher compared to 2023. Total property and equipment acquired in 2024 was $2.9 million higher than the prior year. This increase was primarily due to an increase in investments in armored vehicles and DRS devices.
Corporate capital expenditures in the last three years were primarily for IT investments.
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
$ change |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
| Borrowings and repayments: |
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
$ |
12.9 |
|
|
98.6 |
|
|
37.7 |
|
|
$ |
(85.7) |
|
|
60.9 |
|
|
|
|
|
|
|
|
|
|
|
| Long-term revolving credit facilities, net |
(7.7) |
|
|
(8.1) |
|
|
226.0 |
|
|
0.4 |
|
|
(234.1) |
|
| Other long-term debt, net |
320.0 |
|
|
(71.7) |
|
|
102.9 |
|
|
391.7 |
|
|
(174.6) |
|
| Borrowings (repayments) |
325.2 |
|
|
18.8 |
|
|
366.6 |
|
|
306.4 |
|
|
(347.8) |
|
|
|
|
|
|
|
|
|
|
|
| Acquisition of noncontrolling interest |
(0.2) |
|
|
(0.6) |
|
|
(7.8) |
|
|
0.4 |
|
|
7.2 |
|
| Debt financing costs |
(10.6) |
|
|
— |
|
|
(5.6) |
|
|
(10.6) |
|
|
5.6 |
|
|
|
|
|
|
|
|
|
|
|
| Repurchase shares of Brink's common stock |
(203.6) |
|
|
(169.9) |
|
|
(52.2) |
|
|
(33.7) |
|
|
(117.7) |
|
| Dividends to: |
|
|
|
|
|
|
|
|
|
| Shareholders of Brink’s |
(41.8) |
|
|
(39.6) |
|
|
(37.6) |
|
|
(2.2) |
|
|
(2.0) |
|
| Noncontrolling interests in subsidiaries |
(6.1) |
|
|
(7.7) |
|
|
(7.1) |
|
|
1.6 |
|
|
(0.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payment of acquisition-related obligation |
(0.8) |
|
|
(11.1) |
|
|
(2.8) |
|
|
10.3 |
|
|
(8.3) |
|
|
|
|
|
|
|
|
|
|
|
| Tax withholdings associated with share-based compensation |
(18.6) |
|
|
(8.0) |
|
|
(12.2) |
|
|
(10.6) |
|
|
4.2 |
|
| Other |
(1.3) |
|
|
11.0 |
|
|
3.9 |
|
|
(12.3) |
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
| Financing activities |
$ |
42.2 |
|
|
(207.1) |
|
|
245.2 |
|
|
$ |
249.3 |
|
|
(452.3) |
|
Debt borrowings and repayments
Cash flows from financing activities increased by $249.3 million in 2024 compared to 2023 as we had net cash provided by financing activities of $42.3 million in 2024 compared to net cash used in financing activities of $207.1 million in 2023. The change was driven primarily by an increase in net borrowings (as discussed in Note 15) compared to the prior year, partially offset by increased cash used to to repurchase shares of common stock in the current year (we used $203.6 million in cash to repurchase shares of common stock in 2024, compared to $169.9 million in 2023).
Dividends
We paid dividends to Brink’s shareholders of $0.9475 per share or $41.8 million in 2024 compared to $0.86 per share or $39.6 million in 2023 and $0.80 per share or $37.6 million in 2022. Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board.
Effect of Exchange Rate Changes on Cash and Cash Equivalents
Changes in currency exchange rates decreased the amount of cash and cash equivalents by $95.2 million during 2024, compared to a decrease of $42.4 million in 2023 and a decrease of $70.1 million in 2022. The decrease in 2024 was due to the strengthening of the U.S. dollar in 2024, primarily against the euro, Mexican peso, and Argentine peso.
Capitalization
We use a combination of debt, leases and equity to capitalize our operations.
As of December 31, 2024, debt as a percentage of capitalization (defined as total debt and equity) was 93%, which increased from 87% at December 31, 2023.
Summary of Debt, Equity and Other Liquidity Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount available under credit facilities |
|
Outstanding balance |
|
|
|
December 31, |
|
December 31, |
|
|
| (In millions) |
2024 |
|
2024 |
|
2023 |
|
$ change(a) |
| Debt: |
|
|
|
|
|
|
|
| Short-term borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
$ |
75.2 |
|
|
$ |
149.3 |
|
|
151.7 |
|
|
$ |
(2.4) |
|
| Total Short-term borrowings |
$ |
75.2 |
|
|
$ |
149.3 |
|
|
151.7 |
|
|
$ |
(2.4) |
|
|
|
|
|
|
|
|
|
| Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revolving Facility |
$ |
600.3 |
|
|
$ |
399.7 |
|
|
542.1 |
|
|
(142.4) |
|
Term Loans |
— |
|
|
1,292.2 |
|
|
1,343.5 |
|
|
(51.3) |
|
| Senior Unsecured Notes |
— |
|
|
1,387.8 |
|
|
994.4 |
|
|
393.4 |
|
| Letter of Credit Facilities |
41.0 |
|
|
— |
|
|
— |
|
|
— |
|
| Other facilities |
178.4 |
|
|
432.1 |
|
|
265.8 |
|
|
166.3 |
|
| Financing leases |
— |
|
|
235.1 |
|
|
233.8 |
|
|
1.3 |
|
| Total Long-term debt |
$ |
819.7 |
|
|
$ |
3,746.9 |
|
|
3,379.6 |
|
|
$ |
367.3 |
|
|
|
|
|
|
|
|
|
| Total Debt |
$ |
894.9 |
|
|
$ |
3,896.2 |
|
|
3,531.3 |
|
|
$ |
364.9 |
|
|
|
|
|
|
|
|
|
| Total equity |
|
|
$ |
312.5 |
|
|
520.2 |
|
|
$ |
(207.7) |
|
(a)In addition to cash borrowings and repayments, the change in the debt balance also includes changes in currency exchange rates.
Reconciliation of Net Debt to U.S. GAAP Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
| (In millions) |
2024 |
|
2023 |
|
$ change |
|
|
|
|
|
|
| Debt: |
|
|
|
|
|
| Short-term borrowings |
$ |
149.3 |
|
|
151.7 |
|
|
$ |
(2.4) |
|
| Long-term debt |
3,746.9 |
|
|
3,379.6 |
|
|
367.3 |
|
| Total Debt |
3,896.2 |
|
|
3,531.3 |
|
|
364.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Less: |
|
|
|
|
|
| Cash and cash equivalents |
1,395.3 |
|
|
1,176.6 |
|
|
218.7 |
|
Amounts held by cash management services operations(a) |
(81.3) |
|
|
(166.2) |
|
|
84.9 |
|
| Cash and cash equivalents available for general corporate purposes |
1,314.0 |
|
|
1,010.4 |
|
|
303.6 |
|
|
|
|
|
|
|
Net Debt(a) |
$ |
2,582.2 |
|
|
2,520.9 |
|
|
$ |
61.3 |
|
(a)Net Debt is a supplemental non-GAAP financial measure that is not required by or presented in accordance with GAAP. See page
34 for further information on this non-GAAP measure, and see page
35 for a description of the adjustment. Included within Net Debt is net cash from our Argentina operations of $104 million at December 31, 2024 and $63 million at December 31, 2023 (see Note 1 to the consolidated financial statements for a discussion of currency controls in Argentina).
Debt and Net Debt at the end of 2024 increased versus the prior year to provide funding for corporate purposes and other working capital needs.
Liquidity Needs
Our liquidity needs include not only the working capital requirements of our operations but also investments in our operations, business development activities, payments on outstanding debt, dividend payments and share repurchases.
Our operating liquidity needs are typically financed by cash from operations, short-term borrowings and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described in more detail in Note 15 to the consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity).
As of December 31, 2024, $600 million was available under the Revolving Credit Facility. Based on our current cash generated from operations, and amounts available under our credit facilities and our ability to access capital from financial markets, we believe that we will be able to meet our liquidity needs for the next 12 months and thereafter the foreseeable future.
Limitations on dividends from foreign subsidiaries A significant portion of our operations are outside the U.S., which may make it difficult to or costly to repatriate additional cash for use in the U.S. See Item 1A., Risk Factors, for more information on the risks associated with having businesses outside the U.S.
Our conclusion that we will be able to fund our cash requirements for the next 12 months by using existing capital resources, cash on hand, and cash generated from operations does not take into account any potential material worsening of economic conditions or material increases in inflation that would adversely affect our business. The anticipated cash needs of our business could change significantly if we pursue and complete additional business acquisitions, if our business plans change, or if other economic conditions change, such as material increases in inflation, from those currently prevailing or from those now anticipated, such as higher inflation or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of our business, including material negative changes in the health and welfare of our employees or changes in the condition of our customers or suppliers, and the operating performance or financial results of our business. Any of these events or circumstances, including any new business opportunities, could involve significant additional funding needs in excess of the identified currently available sources and could require us to raise additional debt or equity funding to meet those needs. Our ability to raise additional capital, if necessary, is subject to a variety of factors that we cannot predict with certainty, including:
• our future profitability;
• the quality of our accounts receivable;
• our relative levels of debt and equity;
• the volatility and overall condition of the capital markets; and
• the market prices of our securities.
Cash and Cash Equivalents
At December 31, 2024, we had $1,395.3 million in cash and cash equivalents, compared to $1,176.6 million at December 31, 2023. We plan to use the current cash and cash equivalents for working capital needs, capital expenditures, acquisitions, share repurchases, and other general corporate purposes.
Equity
Common Stock
At December 31, 2024, we had 100 million shares of common stock authorized and 42.9 million shares issued and outstanding.
Preferred Stock
At December 31, 2024, we had the authority to issue up to 2 million shares of preferred stock, par value $10 per share.
Share Repurchase Program
In November 2023, our Board of Directors authorized a $500 million share repurchase program that expires on December 31, 2025 (the "2023 Repurchase Program").
Under the 2023 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
During the twelve months ended December 31, 2024, we repurchased a total of 2,108,544 shares of our common stock for an aggregate of $203.6 million and an average price of $96.54 per share. These shares were retired upon repurchase. At December 31, 2024, $296 million remained available under the 2023 Repurchase Program.
In October 2021, we announced that our Board authorized a $250 million share repurchase program (the "2021 Repurchase Program"). Under the 2021 Repurchase Program, in 2023, we repurchased a total of 2,297,955 shares of our common stock for an aggregate of $169.9 million and an average price of $73.92 per share. These shares were retired upon repurchase. The 2021 Repurchase Program expired on December 31, 2023 with approximately $28 million remaining available.
Our Board previously authorized a $250 million repurchase program (the "2020 Repurchase Program") in February 2020. Under the 2020 Repurchase Program, we entered into three accelerated share repurchase arrangements ("ASR") with a financial institution. In each case, in exchange for an upfront payment at the beginning of each purchase period, the financial institution delivered to us shares of our common stock. The shares received were retired in the period they were delivered to us, and the upfront payment was accounted for as a reduction to shareholders' equity in the consolidated balance sheet. In 2022, we received 546,993 additional shares upon the termination of an ASR. For purposes of calculating earnings per share, we reported each ASR as a repurchase of our common stock and as a forward contract indexed to our common stock. Each ASR met the applicable criteria for equity classification, and, as a result, none were accounted for as a derivative instrument.
Off Balance Sheet Arrangements
We have certain operating leases that are considered short term and are not capitalized to the balance sheet. We use operating leases both on and off balance sheet to lower our cost of financings. We believe that operating leases are an important component of our capital structure.
U.S. Retirement Liabilities
Assumptions for U.S. Retirement Obligations
We have made various assumptions to estimate the amount of payments to be made in the future. The most significant assumptions include:
•Changing discount rates and other assumptions in effect at measurement dates (normally December 31)
•Investment returns on plan assets
•Addition of new claimants (historically immaterial due to freezing of pension benefits and exit from coal business)
•Mortality rates
•Change in laws
Funded Status of U.S. Retirement Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
Projected |
| (In millions) |
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
|
|
|
|
|
|
|
| Primary U.S. pension plan |
|
|
|
|
|
|
| Beginning funded status |
$ |
(10.9) |
|
8.2 |
|
14.0 |
|
19.9 |
|
26.9 |
|
39.5 |
|
Net periodic pension credit(a) |
16.0 |
|
13.4 |
|
11.3 |
|
9.0 |
|
9.4 |
|
9.6 |
|
| Payment from Brink’s |
— |
|
— |
|
— |
|
1.3 |
|
5.5 |
|
1.5 |
|
Benefit plan actuarial gain (loss) |
3.1 |
|
(7.6) |
|
(5.4) |
|
(3.3) |
|
(2.3) |
|
(1.6) |
|
| Ending funded status |
$ |
8.2 |
|
14.0 |
|
19.9 |
|
26.9 |
|
39.5 |
|
49.0 |
|
|
|
|
|
|
|
|
| UMWA plans |
|
|
|
|
|
|
| Beginning funded status |
$ |
(77.9) |
|
(42.7) |
|
(42.2) |
|
(41.8) |
|
(41.5) |
|
(41.4) |
|
Net periodic postretirement cost(a) |
0.6 |
|
0.5 |
|
0.4 |
|
0.3 |
|
0.1 |
|
(0.1) |
|
| Benefit plan actuarial gain |
42.9 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
| Other |
(8.3) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Ending funded status |
$ |
(42.7) |
|
(42.2) |
|
(41.8) |
|
(41.5) |
|
(41.4) |
|
(41.5) |
|
|
|
|
|
|
|
|
| Black Lung plans |
|
|
|
|
|
|
| Beginning funded status |
$ |
(74.4) |
|
(69.8) |
|
(64.4) |
|
(59.4) |
|
(54.9) |
|
(50.7) |
|
Net periodic postretirement cost(a) |
(3.6) |
|
(3.6) |
|
(3.3) |
|
(3.1) |
|
(2.8) |
|
(2.6) |
|
| Payment from Brink’s |
8.0 |
|
9.0 |
|
8.3 |
|
7.6 |
|
7.0 |
|
6.4 |
|
Benefit plan actuarial loss |
0.2 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Ending funded status |
$ |
(69.8) |
|
(64.4) |
|
(59.4) |
|
(54.9) |
|
(50.7) |
|
(46.9) |
|
(a)Excludes amounts reclassified from accumulated other comprehensive income (loss).
Primary U.S. Pension Plan
Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and benefits are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. We did not make cash contributions to the primary U.S. pension plan in 2024. There are approximately 10,300 beneficiaries in the plan.
Based on our current assumptions, we do not expect to make contributions until 2027.
UMWA Plan
Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees. There are approximately 2,200 beneficiaries in the UMWA plans. The company does not expect to make contributions to these plans until 2040, based on our actuarial assumptions.
Black Lung
Under the Federal Black Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973. There are approximately 700 black lung beneficiaries as of December 31, 2024.
Non-U.S. defined-benefit pension plans
We have various defined-benefit pension plans covering eligible current and former employees of some of our international operations. See Note 4 to the consolidated financial statements for information about these non-U.S. plans' benefit obligation and estimated future benefit payments over the next 10 years.
Summary of Total Expenses Related to All U.S. Retirement Liabilities
This table summarizes actual and projected expense (income) related to U.S. retirement liabilities. These expenses are not allocated to segment results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
Projected |
| (In millions) |
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
|
|
|
|
|
|
|
| Primary U.S. pension plan |
$ |
(10.9) |
|
(8.1) |
|
(0.6) |
|
6.6 |
|
4.9 |
|
3.9 |
|
| UMWA plans |
(8.3) |
|
(9.5) |
|
(4.8) |
|
(4.6) |
|
(4.5) |
|
(4.3) |
|
| Black Lung plans |
8.2 |
|
7.7 |
|
7.1 |
|
6.6 |
|
6.1 |
|
5.6 |
|
| Total |
$ |
(11.0) |
|
(9.9) |
|
1.7 |
|
8.6 |
|
6.5 |
|
5.2 |
|
Summary of Total Payments from U.S. Plans to Participants
This table summarizes actual and estimated payments from the plans to participants.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
Projected |
| (In millions) |
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
|
|
|
|
|
|
|
| Payments from U.S. Plans to participants |
|
|
|
|
|
|
| Primary U.S. pension plan |
$ |
44.4 |
|
47.8 |
|
47.7 |
|
47.3 |
|
46.9 |
|
46.3 |
|
| UMWA plans |
20.7 |
|
16.2 |
|
16.0 |
|
15.8 |
|
15.7 |
|
15.4 |
|
| Black Lung plans |
8.0 |
|
9.0 |
|
8.3 |
|
7.6 |
|
7.0 |
|
6.4 |
|
| Total |
$ |
73.1 |
|
73.0 |
|
72.0 |
|
70.7 |
|
69.6 |
|
68.1 |
|
Summary of Projected Payments from Brink’s to U.S. Plans
This table summarizes estimated payments from Brink’s to U.S. retirement plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected Payments to Plans from Brink's |
| (In millions) |
Primary U.S. Pension Plan |
|
UMWA Plans |
|
Black Lung Plans |
|
Total |
|
|
|
|
|
|
|
|
| Projected payments |
|
|
|
|
|
|
|
| 2025 |
$ |
— |
|
|
— |
|
|
9.0 |
|
|
9.0 |
|
| 2026 |
— |
|
|
— |
|
|
8.3 |
|
|
8.3 |
|
| 2027 |
1.3 |
|
|
— |
|
|
7.6 |
|
|
8.9 |
|
| 2028 |
5.5 |
|
|
— |
|
|
7.0 |
|
|
12.5 |
|
| 2029 |
1.5 |
|
|
— |
|
|
6.4 |
|
|
7.9 |
|
| 2030 |
— |
|
|
— |
|
|
5.9 |
|
|
5.9 |
|
| 2031 |
— |
|
|
— |
|
|
5.5 |
|
|
5.5 |
|
| 2032 |
— |
|
|
— |
|
|
5.2 |
|
|
5.2 |
|
| 2033 |
— |
|
|
— |
|
|
4.8 |
|
|
4.8 |
|
| 2034 |
— |
|
|
— |
|
|
4.5 |
|
|
4.5 |
|
| 2035 |
— |
|
|
— |
|
|
4.2 |
|
|
4.2 |
|
| 2036 |
— |
|
|
— |
|
|
3.9 |
|
|
3.9 |
|
| 2037 |
— |
|
|
— |
|
|
3.6 |
|
|
3.6 |
|
| 2038 |
— |
|
|
— |
|
|
3.3 |
|
|
3.3 |
|
| 2039 and thereafter |
— |
|
|
82.0 |
|
|
31.8 |
|
|
113.8 |
|
| Total projected payments |
$ |
8.3 |
|
|
82.0 |
|
|
111.0 |
|
|
201.3 |
|
The amounts in the tables above are based on a variety of estimates, including actuarial assumptions as of December 31, 2024. The estimated amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates. Actual amounts could differ materially from the estimated amounts.
Contingent Matters
In August 2020, the Company received a subpoena issued in connection with an investigation being conducted by the U.S. Department of Justice (the “DOJ”), primarily related to cross-border shipments of cash and things of value and anti-money laundering (“AML”) compliance. Subsequently, in March 2024, as is commonly the case with this type of matter, the Company received a Notice of Investigation from the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”) related to Bank Secrecy Act/AML compliance that involves substantially the same conduct that was the subject to the DOJ’s investigation.
On January 31, 2025, Brink’s Global Services USA, a subsidiary of the Company, entered into a Consent Order Imposing Civil Money Penalty with FinCEN and a Non-Prosecution Agreement (the “NPA”) with the DOJ, to fully resolve these matters. As part of these resolutions, the Company agreed to pay $42 million to these agencies over three years, beginning in January 2025 and, as of December 31, 2024, accrued $42 million for the settlement amounts. The Company agreed to pay FinCEN $17 million (which represents the amount due after crediting $20 million to the Company’s payment to the DOJ from the total $37 million penalty assessed by FinCEN). The Company agreed to pay $25 million to the DOJ (which represents the amount due after crediting $5 million for the Company’s swift resolution and acceptance of responsibility as well as $20 million that will be forgiven at the end of the two-year term of the NPA so long as the Company has not breached the NPA).
At the end of the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. In October 2021, the FNE filed a complaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in collusion in 2017 and 2018 and requested that the court approve a fine of $30.5 million. The Company filed its response to the complaint in November 2022, which signaled the beginning of the evidentiary phase. The Company intends to vigorously defend itself against the FNE's complaint. Based on available information to date, the Company recorded a charge of $9.5 million in the third quarter of 2021 in connection with this matter. After the third quarter of 2021, all adjustments to the contingent liability have resulted primarily from changes in currency rates.
In addition to the matters discussed above, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the legal matters currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
The application of accounting principles requires the use of assumptions, estimates and judgments. We make assumptions, estimates and judgments based on, among other things, knowledge of operations, markets, historical trends and likely future changes, similarly situated businesses and, when appropriate, the opinions of advisors with relevant knowledge and experience. Reported results could have been materially different had we used a different set of assumptions, estimates and judgments.
Deferred Tax Asset Valuation Allowance
Deferred tax assets result primarily from net operating losses, tax credit carryforwards, and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates.
Accounting Policy
We establish valuation allowances, in accordance with the Financial Accounting Standards Board ("FASB") ASC Topic 740, Income Taxes, when we estimate it is not more-likely-than-not that a deferred tax asset will be realized. We decide to record valuation allowances primarily based on an assessment of positive and negative evidence including historical earnings and future taxable income that incorporates prudent, feasible tax-planning strategies. We assess deferred tax assets on an individual jurisdiction basis. Changes in tax statutes, the timing of deductibility of expenses or expectations for future performance could result in material adjustments to our valuation allowances, which would increase or decrease tax expense. Our valuation allowances are as follows.
Valuation Allowances
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| U.S. |
$ |
44.0 |
|
|
54.9 |
|
| Non-U.S. |
74.1 |
|
|
73.1 |
|
| Total |
$ |
118.1 |
|
|
128.0 |
|
Application of Accounting Policy
U.S. Deferred Tax Assets
We had $176 million of net deferred tax assets at December 31, 2024, of which $183 million in gross deferred tax assets are related to U.S. jurisdictions.
In 2024, we concluded that we were more-likely-than-not to realize assets related to certain attributes with a limited statutory carryforward and we recorded a $7 million valuation allowance benefit through income from continuing operations and an additional $2 million valuation allowance reduction through other comprehensive income (loss).
In 2023, we concluded that we were not more-likely-than-not to realize assets related to certain attributes with a limited statutory carryforward, and we recorded a $33 million valuation allowance detriment through income from continuing operations and an additional $1 million valuation allowance increase through other comprehensive income (loss). Our conclusion was based upon Internal Revenue Notices 2023-55 and 2023-80, both issued in 2023 (the "Notices"), which provide taxpayers relief in determining whether a foreign tax meets the definition of a foreign income tax as required under final foreign tax credit regulations the U.S. Treasury published in the Federal Register on January 4, 2022. The Notices provide relief for foreign taxes paid in any taxable year beginning on or after December 28, 2021, and ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). We determined a significant amount of the post-2021 foreign withholding taxes will now be eligible for U.S. foreign income tax credit treatment and therefore our U.S. operations will annually be generating new foreign tax credits which should be creditable in the year generated. As a result, we no longer expect to be able to utilize a substantial amount of our foreign tax credit carryforwards to offset future tax prior to their expiration.
Additionally, we concluded that we were more-likely-than-not to realize certain state deferred tax assets, and as a result we recorded a $4 million valuation allowance benefit through income from continuing operations.
In 2022, we concluded that we were more-likely-than-not to realize assets related to certain attributes with a limited statutory carryforward and we recorded a $56 million valuation allowance benefit through income from continuing operations and an additional $14 million valuation allowance reduction through other comprehensive income (loss). Our conclusion was based upon the final foreign tax credit regulations that the U.S. Treasury published in the Federal Register on January 4, 2022. We determined a significant amount of the post-2021 foreign withholding taxes will now be ineligible for U.S. foreign income tax credit treatment and therefore our U.S. operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit. As a result, we expect to be able to utilize a substantial amount of our foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration.
We used various estimates and assumptions to evaluate the need for the valuation allowance in the U.S. These included
•projected revenues and operating income for our U.S. entities,
•projected royalties and management fees paid to U.S. entities from subsidiaries outside the U.S.,
•projected Global Intangible Low-Taxed Income ("GILTI") inclusion in our U.S. taxable income,
•estimated required contributions to our U.S. retirement plans,
•the estimated impact of U.S. tax reform and other U.S. tax legislation, and
•interest rates on projected U.S. borrowings.
Our projections assumed continued growth of our revenues and operating profit both in the U.S. and outside the U.S. Had we used different assumptions, we might have made different conclusions about the need for valuation allowances. For example, if we did not have growth in either the U.S. or non-U.S. jurisdictions with respect to the GILTI inclusions or using different assumptions, we might have concluded that we require a full valuation allowance offsetting our U.S. deferred tax assets.
Non-U.S. Deferred Tax Assets
In 2024, we recognized a tax expense of $1 million through income from continuing operations from a change in judgment about the need for valuation allowances for deferred tax assets in certain non-U.S. jurisdictions. In 2023, we recognized a tax expense of $2 million through income from continuing operations from a change in judgment about the need for valuation allowances for deferred tax assets in certain non-U.S. jurisdictions.
Business Acquisitions
Accounting Policy
In the three years ended December 31, 2024, we have completed multiple business acquisitions. When we acquire a controlling interest in an entity that is determined to meet the definition of a business, we apply the acquisition method described in FASB ASC Topic 805, Business Combinations. Using the acquisition method, we allocate the total purchase price to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date. Any excess purchase price over the fair value of the assets acquired and the liabilities assumed is recognized as goodwill.
Application of Accounting Policy
The purchase price allocation process requires us to make significant estimates and assumptions, primarily related to intangible assets. The allocation of the purchase consideration transferred may be subject to revision based on the final determination of fair values during the measurement period. We use all available information to make these fair value determinations and, for material business acquisitions, we engage an outside valuation specialist to assist in the fair value determination of the acquired intangible assets.
We typically use an income method to estimate the fair value of intangible assets, which is based primarily on future cash flow projections. The forecasted cash flows also reflect significant assumptions related to expected customer attrition rates, revenue growth rates, market participant synergies and discount rates applied to the cash flows. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions. The estimated fair values assigned to assets acquired and liabilities assumed in a purchase price allocation can have a significant effect on future results of operations. For example, a higher fair value assigned to intangible assets results in higher amortization expense, which results in lower net income.
Goodwill, Other Intangible Assets and Property and Equipment Valuations
Accounting Policy
At December 31, 2024, we had property and equipment of $982.7 million, goodwill of $1,434.9 million and other intangible assets of $422.3 million, net of accumulated depreciation and amortization. We review these assets for possible impairment using the guidance in FASB ASC Topic 350, Intangibles - Goodwill and Other, for goodwill and other intangible assets and FASB ASC Topic 360, Property, Plant and Equipment, for property and equipment. Our review for impairment requires the use of significant judgments about the future performance of our operating subsidiaries. Due to the many variables inherent in the estimates of the fair value of these assets, differences in assumptions could have a material effect on the impairment analyses.
Goodwill
We review goodwill for impairment annually and whenever events or circumstances make it more-likely-than-not that impairment may have occurred. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.
Under U.S. GAAP, the annual impairment test may be either a quantitative test or a qualitative assessment. The qualitative assessment can be performed in order to determine whether facts and circumstances support a determination that reporting unit fair values are greater than their carrying values.
We performed a goodwill impairment test on these reporting units as of October 1, 2024 and elected to forego the optional qualitative assessment and performed a quantitative goodwill impairment assessment instead. We estimated the fair value of each reporting unit using a weighting of two valuation methodologies: the Income Approach and the Public Company Market Multiple Method, with greatest weight placed on the Income Approach. The resulting reporting unit fair values were compared to each reporting unit's carrying value. As a result of the evaluation, we concluded that goodwill was not impaired, and the fair value of each reporting unit exceeded its carrying value for all reporting units.
Finite-lived Intangible Assets and Property and Equipment
We review finite-lived intangible assets and property and equipment for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. To determine whether impairment has occurred, we compare estimates of the future undiscounted net cash flows of groups of assets to their carrying value.
Estimates of Future Cash Flows
We made significant assumptions when preparing financial projections of cash flow used in our impairment analyses, including assumptions of future results of operations including revenue growth rate and operating income over the forecast period, capital requirements, income taxes, long-term growth rates for determining terminal value, and discount rates. Our projections assumed continued growth of our revenues and operating profit both in the U.S. and outside the U.S. Our conclusions regarding asset impairment may have been different if we had used different assumptions.
Retirement and Post employment Benefit Obligations
We provide benefits through defined benefit pension plans and retiree medical benefit plans and under statutory requirements.
Accounting Policy
We account for pension and other retirement benefit obligations under FASB ASC Topic 715, Compensation – Retirement Benefits. We account for post employment benefit obligations, including workers’ compensation obligations, under FASB ASC Topic 712, Compensation – Non retirement Post employment Benefits.
To account for these benefits, we make assumptions of expected return on assets, discount rates, inflation, demographic factors and changes in the laws and regulations covering the benefit obligations. Because of the inherent volatility of these items and because the obligations are significant, changes in the assumptions could have a material effect on our liabilities and expenses related to these benefits.
Our most significant retirement plans include our primary U.S. pension plan and the retiree medical plans of our former coal business that were collectively bargained with the United Mine Workers of America (the “UMWA”). The critical accounting estimates that determine the carrying values of liabilities and the resulting annual expense are discussed below.
Application of Accounting Policy
Discount Rate Assumptions
For plans accounted under FASB ASC Topic 715, we discount estimated future payments using discount rates based on market conditions at the end of the year. In general, our liability changes in an inverse relationship to interest rates. That is, the lower the discount rate, the higher the associated plan obligation.
U.S. Plans
For our largest retirement plans, including the primary U.S. pension and UMWA plans and Black Lung obligations, we derive the discount rates used to measure the present value of benefit obligations using the cash flow matching method. Under this method, we compare the plan’s projected payment obligations by year with the corresponding yields on a Mercer yield curve. Each year’s projected cash flows are then discounted back to their present value at the measurement date and an overall discount rate is determined. The overall discount rate is then rounded to the nearest tenth of a percentage point.
We used Mercer’s Above-Mean Curve to determine the discount rates for retirement cost and the year-end benefit obligation. To derive the Above-Mean Curve, Mercer uses only those bonds with a yield higher than the mean yield of the same portfolio of high quality bonds. The Above-Mean Curve reflects the way an active investment manager would select high-quality bonds to match the cash flows of the plan.
Non-U.S. Plans
We use the same cash flow matching method to derive the discount rates for our major non-U.S. retirement plans. Where the cash flow matching method is not possible, rates of local high-quality long-term government bonds are used to estimate the discount rate.
The discount rates for the primary U.S. pension plan, UMWA retiree medical plans and Black Lung obligations were:
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|
|
Primary U.S. Plan |
|
UMWA Plans |
|
Black Lung |
| |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
| Discount rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Retirement cost |
5.1 |
% |
|
5.4 |
% |
|
2.8 |
% |
|
5.1 |
% |
|
5.4 |
% |
|
2.8 |
% |
|
5.1 |
% |
|
5.4 |
% |
|
2.7 |
% |
| Benefit obligation at year end |
5.6 |
% |
|
5.1 |
% |
|
5.4 |
% |
|
5.6 |
% |
|
5.1 |
% |
|
5.4 |
% |
|
5.5 |
% |
|
5.1 |
% |
|
5.4 |
% |
Sensitivity Analysis
The discount rate we select at year end materially affects the valuations of plan obligations at year end and the calculations of net periodic expenses for the following year. The tables below compare hypothetical plan obligation valuations for our largest plans as of December 31, 2024, actual expenses for 2024 and projected expenses for 2025 assuming we had used discount rates that were one percentage point lower or higher.
Plan Obligations at December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Hypothetical
1% lower |
Actual |
Hypothetical
1% higher |
|
|
|
|
| Primary U.S. pension plan |
$ |
635.7 |
|
579.5 |
531.7 |
| UMWA plans |
186.8 |
|
172.2 |
159.7 |
Actual 2024 and Projected 2025 Expense (Income)
|
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|
|
|
|
|
| (In millions, except for percentages) |
|
Hypothetical sensitivity analysis
for discount rate assumption |
|
Hypothetical sensitivity analysis
for discount rate assumption |
|
Actual |
1% lower |
1% higher |
Projected |
1% lower |
1% higher |
| Years Ending December 31, |
2024 |
2024 |
2024 |
2025 |
2025 |
2025 |
|
|
|
|
|
|
|
| Primary U.S. pension plan |
|
|
|
|
|
|
| Discount rate assumption |
5.1 |
% |
4.1 |
% |
6.1 |
% |
5.6 |
% |
4.6 |
% |
6.6 |
% |
| Retirement cost |
$ |
(10.9) |
|
(5.6) |
|
(13.3) |
|
$ |
(8.1) |
|
(3.6) |
|
(11.0) |
|
|
|
|
|
|
|
|
| UMWA plans |
|
|
|
|
|
|
| Discount rate assumption |
5.1 |
% |
4.1 |
% |
6.1 |
% |
5.6 |
% |
4.6 |
% |
6.6 |
% |
| Retirement cost |
$ |
(8.3) |
|
(7.9) |
|
(8.7) |
|
$ |
(9.5) |
|
(9.2) |
|
(9.9) |
|
Expected-Return-on-Assets Assumption
Our expected-return-on-assets assumption, which materially affects our net periodic benefit cost, reflects the long-term average rate of return we expect the plan assets to earn. We select the expected-return-on-assets assumption using advice from our investment advisor considering each plan’s asset allocation targets and expected overall investment manager performance and a review of the most recent long-term historical average compounded rates of return, as applicable. We selected 7.00% as the expected-return-on-assets assumption for our primary U.S. pension plan and 8.00% for our UMWA retiree medical plans for actual 2024 expense. We selected 7.00% as the expected-return-on-assets assumption for our primary U.S. pension plan and 8.00% for our UMWA retiree medical plans for projected 2025 expense.
Sensitivity Analysis
Effect of using different expected-rate-of-return assumptions. Our 2024 and projected 2025 expense would have been different if we had used different expected-rate-of-return assumptions. For every hypothetical change of one percentage point in the assumed long-term rate of return on plan assets (and holding other assumptions constant), our actual 2024 and projected 2025 expense would be as follows:
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|
|
|
|
|
|
| (In millions, except for percentages) |
|
Hypothetical sensitivity analysis
for expected-return-on asset
assumption |
|
Hypothetical sensitivity analysis
for expected-return-on asset
assumption |
|
Actual |
1% lower |
1% higher |
Projected |
1% lower |
1% higher |
| Years Ending December 31, |
2024 |
2024 |
2024 |
2025 |
2025 |
2025 |
|
|
|
|
|
|
|
| Expected-return-on-asset assumption |
|
|
|
|
|
|
| Primary U.S. pension plan |
7.00 |
% |
6.00 |
% |
8.00 |
% |
7.00 |
% |
6.00 |
% |
8.00 |
% |
| UMWA plans |
8.00 |
% |
7.00 |
% |
9.00 |
% |
8.00 |
% |
7.00 |
% |
9.00 |
% |
|
|
|
|
|
|
|
| Primary U.S. pension plan |
$ |
(10.9) |
|
(4.3) |
|
(17.5) |
|
$ |
(8.1) |
|
(1.7) |
|
(14.5) |
|
| UMWA plans |
(8.3) |
|
(7.0) |
|
(9.6) |
|
(9.5) |
|
(8.3) |
|
(10.7) |
|
Effect of improving or deteriorating actual future market returns. Our funded status at December 31, 2025, and our 2026 expense will be different from currently projected amounts if our projected 2025 returns are better or worse than the returns we have assumed for each plan.
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except for percentages) |
|
Hypothetical sensitivity analysis of 2025 asset return
better or worse than expected
|
| Years Ending December 31, |
Projected |
Better return |
Worse return |
|
|
|
|
Return on investments in 2025 |
|
|
|
| Primary U.S. pension plan |
7.00 |
% |
14.00 |
% |
— |
% |
| UMWA plans |
8.00 |
% |
16.00 |
% |
— |
% |
|
|
|
|
Projected Funded Status at December 31, 2025 |
|
|
|
| Primary U.S. pension plan |
$ |
14 |
|
53 |
|
(25) |
|
| UMWA plans |
(42) |
|
(32) |
|
(52) |
|
|
|
|
|
2026 Expense(a) |
|
|
|
| Primary U.S. pension plan |
$ |
(1) |
|
(2) |
|
1 |
|
| UMWA plans |
(5) |
|
(7) |
|
(3) |
|
(a)Actual future returns on investments will not affect our earnings until 2026 since the earnings in 2025 will be based on the "expected return on assets" assumption.
Effect of using fair market value of assets to determine expense. For our defined-benefit pension plans, we calculate expected investment returns by applying the expected long-term rate of return to the market-related value of plan assets. In addition, our plan asset actuarial gains and losses that are subject to amortization are based on the market-related value.
The market-related value of the plan assets is different from the actual or fair market value of the assets. The actual or fair market value is, at a point in time, the value of the assets that is available to make payments to pensioners and to cover any transaction costs. The market-related value recognizes changes in fair value from the expected value on a straight-line basis over five years. This recognition method spreads the effects of year-over-year volatility in the financial markets over several years.
Our expenses related to our primary U.S. pension plan would have been different if our accounting policy were to use the fair market value of plan assets instead of the market-related value to recognize investment gains and losses.
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|
| (In millions) |
Based on market-related value of assets |
|
Hypothetical(a) |
|
Actual |
|
Projected |
|
Projected |
|
|
|
|
|
|
| Years Ending December 31, |
2024 |
|
2025 |
|
2026 |
|
2024 |
|
2025 |
|
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
| Primary U.S. pension plan expense |
$ |
(10.9) |
|
|
(8.1) |
|
|
(0.6) |
|
|
$ |
5.3 |
|
|
5.3 |
|
|
4.0 |
|
(a)Assumes that our accounting policy was to use the fair market value of assets instead of the market-related value of assets to determine our expense related to our primary U.S. pension plan.
For our UMWA plans, we calculate expected investment returns by applying the expected long-term rate of return to the fair market value of the assets at the beginning of the year. This method is likely to cause the expected return on assets, which is recorded in earnings, to fluctuate more than had we used the accounting methodology of our defined-benefit pension plans.
Medical Inflation Assumption
We estimate the trend in healthcare cost inflation to predict future cash flows related to our retiree medical plans. Our assumption is based on recent plan experience and industry trends.
For the UMWA plans, our largest retiree medical plans, we have assumed a medical inflation rate of 6.5% for 2025, and we project this rate to decline to 5% in 2031 and hold at 5% thereafter. Our overall medical inflation rate assumption, including the assumption that medical inflation rates will gradually decline over the next seven years and hold at 5%, is based on macroeconomic assumptions of gross domestic growth rates, the excess of national health expenditures over other goods and services, and population growth. Our assumption of a medical inflation rate of 6.5% for 2025 is based on the above-described factors, combined with our recent actual experience.
Workers’ Compensation
Besides the effects of changes in medical costs, worker’s compensation costs are affected by the severity and types of injuries, changes in state and federal regulations and their application and the quality of programs which assist an employee’s return to work. Our liability for future payments for workers’ compensation claims is evaluated annually with the assistance of an actuary.
Numbers of Participants
Mortality tables. We use the Society of Actuaries base mortality tables for private sector plans, Pri-2012, and the Mercer modified MP-2021 projection scale, with a Blue Collar adjustment factor for the majority of our U.S. retirement plans and a White Collar adjustment factor for our nonqualified U.S. pension plan.
Number of participants. The number of participants by major plan in the past five years is as follows:
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|
Number of participants |
| Plan |
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020 |
| UMWA plans |
2,200 |
|
2,400 |
|
2,500 |
|
2,700 |
|
2,900 |
| Black Lung |
700 |
|
700 |
|
800 |
|
800 |
|
700 |
| U.S. pension |
10,300 |
|
10,500 |
|
10,700 |
|
10,800 |
|
11,000 |
Because we are no longer operating in the coal industry, we anticipate that the number of participants in the UMWA retirement medical plan will decline over time due to mortality. Because the U.S. pension plan has been frozen, the number of its participants will also decline over time.
Foreign Currency Translation
The majority of our subsidiaries outside the U.S. conduct business in their local currencies. Our financial results are reported in U.S. dollars, which include the results of these subsidiaries.
Accounting Policy
Our accounting policy for foreign currency translation is different depending on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary. Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary. Subsequent reductions in cumulative inflation rates below 100% do not change the method of translation unless the reduction is deemed to be other than temporary.
Non-Highly Inflationary Economies
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.
Highly Inflationary Economies
Foreign subsidiaries that operate in highly inflationary countries must use the reporting currency (the U.S. dollar) as the functional currency. Local-currency monetary assets and liabilities are remeasured into dollars each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity and available-for-sale debt securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. For nonmonetary available-for-sale debt securities traded in highly inflationary economies, the fair market value of these debt securities are remeasured at the current exchange rates, with changes recorded in the gains (losses) on available-for-sale securities component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings when these debt securities are sold.
Application of Accounting Policy
Argentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 4% of our consolidated revenues for the years ended December 31, 2024, 2023, and 2022.
The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. For the year ended December 31, 2022, the Argentine peso declined by approximately 42% (from 103.1 to 178.6 pesos to the U.S. dollar). For the year ended December 31, 2023, the Argentine peso declined by approximately 79% (from 178.6 to 833.3 pesos to the U.S. dollar). For the year ended December 31, 2024, the Argentine peso declined by approximately 19% (from 833.3 to 1,031.0 pesos to the U.S. dollar).
Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In 2024, we recognized $18.4 million in pretax remeasurement losses. In 2023 and in 2022, we recognized $79.1 million and $37.6 million in pretax remeasurement losses, respectively.
At December 31, 2024, Argentina's economy remained highly inflationary for accounting purposes. At December 31, 2024, we had net monetary assets denominated in Argentine pesos of $115.9 million, including cash of $104.0 million. At December 31, 2024, we had net nonmonetary assets of $147.5 million (including $103.1 million of goodwill and $21.2 million in debt securities denominated in Argentine pesos).
At December 31, 2023, we had net monetary assets denominated in Argentine pesos of $72.1 million (including cash of $62.5 million) and net nonmonetary assets of $141.9 million (including $99.8 million of goodwill, $1.1 million in equity securities denominated in Argentine pesos and $5.6 million in debt securities denominated in Argentine pesos).
During September 2019, the Argentine government announced currency controls on both companies and individuals. Under the exchange procedures implemented by the central bank, approval is required for many transactions, including dividend repatriation abroad.
We have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina. We did not have any such conversion losses in the last three years.
Although the Argentine government has implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina. We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. These financial exposures are monitored and managed by us as an integral part of our overall risk management program.
We may periodically use various derivative and non-derivative financial instruments, as discussed below, to hedge our interest rate and foreign currency exposures when appropriate. The risk that counterparties to these instruments may be unable to perform is minimized by limiting the counterparties used to major financial institutions with investment grade credit ratings. We do not expect to incur a loss from the failure of any counterparty to perform under the agreements. We do not use derivative financial instruments for purposes other than hedging underlying financial exposures.
The sensitivity analyses discussed below for the market risk exposures were based on the facts and circumstances in effect at December 31, 2024. Actual results will be determined by a number of factors that are not under management’s control and could vary materially from those disclosed.
Interest Rate Risk
We use both fixed and floating rate debt and leases to finance our operations. Floating rate obligations, including both the term loan facility and the revolving credit facility under our senior secured credit facility, expose us to fluctuations in cash flows due to changes in the general level of interest rates. Fixed rate obligations, including our senior unsecured notes, are subject to fluctuations in fair values as a result of changes in interest rates.
Our floating rate debt typically is based on an underlying floating rate component as well as a fixed rate margin component. Based on the contractual interest rates on our floating rate debt at December 31, 2024, a hypothetical 10% increase in rates would increase cash outflows by approximately $6.4 million over a twelve-month period. In other words, the weighted-average interest rate on our floating rate instruments (including any fixed rate margin component) was 6.14% per annum at December 31, 2024. If the underlying floating rate component were to increase by 10%, our average rate on this debt would increase by 0.50 percentage points to 6.64%. The effect on the fair values of our cumulative $1.4 billion of unsecured senior notes of a hypothetical 10% decrease in the yield curve from year-end 2024 levels would result in a $37.7 million increase in the fair value of our unsecured senior notes.
Foreign Currency Risk
We have exposure to the effects of foreign currency exchange rate fluctuations on the results of all of our foreign operations. Our foreign operations generally use local currencies to conduct business, but their results are reported in U.S. dollars.
We are also exposed periodically to the foreign currency rate fluctuations that affect transactions not denominated in the functional currency of our domestic and foreign operations. To mitigate these exposures, we enter into foreign currency forward and swap contracts from time to time. At December 31, 2024, the notional value of our shorter outstanding foreign currency forward and swap contracts was $1,158 million with average contract maturities of approximately one month. These contracts primarily offset exposures in the euro, the Mexican peso, and the British pound. Additionally, these contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings.
We have entered into cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currency. In July 2022, we terminated the cross currency swap contracts hedging a portion of our net investment in certain euro functional currency subsidiaries and received $67 million in cash for the fair value of the derivative assets at the settlement date. We subsequently entered into new cross currency swaps with a total notional value of $400 million to hedge a portion of our net investments in certain of our subsidiaries with euro functional currency. At December 31, 2024, the notional value of these cross currency swaps contracts was $400 million with a weighted-average remaining maturity of 1.1 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 5.3 years for the cross currency swaps maturing in April 2031. The effect on the fair value of these cross currency swaps of a hypothetical 10% appreciation in the forward May 2026 euro exchange rate and a hypothetical 10% appreciation in the forward April 2031 euro exchange rate from year-end 2024 levels would result in a $38.2 million change in fair values, changing the December 31, 2024 net liability of $16.1 million to a net liability of $54.3 million.
The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from the 2024 levels against all other currencies of countries in which we have continuing operations are as follows:
|
|
|
|
|
|
(In millions) |
Hypothetical Effects
Increase/ (decrease) |
|
|
| Effect on Earnings: |
|
Translation of 2024 earnings into U.S. dollars |
$ |
(49.6) |
|
Transaction gains (losses)(a) |
(13.2) |
|
| Effect on Other Comprehensive Income (Loss): |
|
Translation of net assets of foreign subsidiaries (a) |
(164.0) |
|
(a) Net of outstanding foreign currency swap and forward contracts.
The hypothetical foreign currency effects above detail the consolidated effect attributable to Brink’s of a simultaneous change in the value of a large number of foreign currencies relative to the U. S. dollar. The foreign currency exposure effect related to a change in an individual currency could be significantly different.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE BRINK’S COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024 AND 2023
AND FOR EACH OF THE YEARS IN THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
The Brink's Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of The Brink's Company and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Sufficiency of Audit Evidence over Revenue
As discussed in Note 2 to the Company’s consolidated financial statements, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company’s operations are disbursed among many countries. The Company recorded $5,011.9 million of revenue for the year ended December 31, 2024.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Subjective auditor judgment was required to evaluate the sufficiency of audit evidence over revenue, including determining the locations for which procedures were performed, because of the geographical dispersion of the Company’s revenue generating activities.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of the locations for which those procedures were to be performed. At each Company location for which procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue process. For a sample of revenue transactions, we compared the amounts recognized by the Company to relevant underlying documentation such as contracts with customers and cash receipts, or other third-party evidence. At one location, we also performed a software-assisted data analysis to test relationships among certain revenue transactions. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of audit effort.
/s/ KPMG LLP
We have served as the Company’s auditor since 2020.
Richmond, Virginia
February 26, 2025
THE BRINK’S COMPANY
and subsidiaries
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions, except for per share amounts) |
2024 |
|
2023 |
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
| Current assets: |
|
|
|
| Cash and cash equivalents |
$ |
1,395.3 |
|
|
1,176.6 |
|
| Restricted cash |
445.1 |
|
|
507.0 |
|
Accounts receivable (net of allowance: 2024 - $24.5; 2023 - $30.4) |
733.5 |
|
|
779.0 |
|
| Prepaid expenses and other |
314.0 |
|
|
325.7 |
|
| Total current assets |
2,887.9 |
|
|
2,788.3 |
|
|
|
|
|
| Right-of-use assets, net |
354.9 |
|
|
337.7 |
|
Property and equipment (net of accumulated depreciation and amortization: 2024 - $1,633.2; 2023 - $1,620.1) |
982.7 |
|
|
1,013.3 |
|
| Goodwill |
1,434.9 |
|
|
1,473.8 |
|
Other intangibles (net of accumulated amortization: 2024 - $321.3; 2023 - $278.7) |
422.3 |
|
|
488.3 |
|
| Deferred income taxes |
239.2 |
|
|
231.8 |
|
| Other |
301.2 |
|
|
268.6 |
|
|
|
|
|
| Total assets |
$ |
6,623.1 |
|
|
6,601.8 |
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
| Short-term borrowings |
$ |
149.3 |
|
|
151.7 |
|
| Current maturities of long-term debt |
141.7 |
|
|
117.1 |
|
| Accounts payable |
316.6 |
|
|
249.7 |
|
| Accrued liabilities |
1,058.1 |
|
|
1,126.9 |
|
| Restricted cash held for customers |
232.7 |
|
|
298.7 |
|
| Total current liabilities |
1,898.4 |
|
|
1,944.1 |
|
|
|
|
|
| Long-term debt |
3,605.2 |
|
|
3,262.5 |
|
| Accrued pension costs |
122.5 |
|
|
148.5 |
|
| Retirement benefits other than pensions |
111.5 |
|
|
159.6 |
|
| Lease liabilities |
278.6 |
|
|
265.8 |
|
| Deferred income taxes |
62.8 |
|
|
56.5 |
|
| Other |
231.6 |
|
|
244.6 |
|
| Total liabilities |
$ |
6,310.6 |
|
|
6,081.6 |
|
|
|
|
|
| Commitments and contingent liabilities (notes 4, 5, 15, 17, 23 and 24) |
|
|
|
|
|
|
|
| Equity: |
|
|
|
| The Brink’s Company (“Brink’s”) shareholders: |
|
|
|
Common stock, par value $1 per share: |
|
|
|
Shares authorized: 100.0 |
|
|
|
Shares issued and outstanding: 2024 - 42.9; 2023 - 44.5 |
42.9 |
|
|
44.5 |
|
| Capital in excess of par value |
660.7 |
|
|
675.9 |
|
| Retained earnings |
285.4 |
|
|
333.0 |
|
| Accumulated other comprehensive income (loss): |
|
|
|
| Benefit plan adjustments |
(260.4) |
|
|
(302.2) |
|
| Foreign currency translation |
(556.7) |
|
|
(368.2) |
|
Unrealized losses on available-for-sale securities |
(3.3) |
|
|
(1.8) |
|
Unrealized gains on cash flow hedges |
16.3 |
|
|
16.2 |
|
| Accumulated other comprehensive loss |
(804.1) |
|
|
(656.0) |
|
|
|
|
|
| Brink’s shareholders |
184.9 |
|
|
397.4 |
|
|
|
|
|
| Noncontrolling interests |
127.6 |
|
|
122.8 |
|
|
|
|
|
| Total equity |
312.5 |
|
|
520.2 |
|
|
|
|
|
| Total liabilities and equity |
$ |
6,623.1 |
|
|
6,601.8 |
|
See accompanying notes to consolidated financial statements.
THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions, except for per share amounts) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Revenues |
$ |
5,011.9 |
|
|
4,874.6 |
|
|
4,535.5 |
|
|
|
|
|
|
|
| Costs and expenses: |
|
|
|
|
|
| Cost of revenues |
3,743.1 |
|
|
3,707.1 |
|
|
3,461.9 |
|
| Selling, general and administrative expenses |
834.5 |
|
|
688.1 |
|
|
687.0 |
|
| Total costs and expenses |
4,577.6 |
|
|
4,395.2 |
|
|
4,148.9 |
|
| Other operating income (expense) |
18.7 |
|
|
(54.2) |
|
|
(25.3) |
|
|
|
|
|
|
|
| Operating profit |
453.0 |
|
|
425.2 |
|
|
361.3 |
|
|
|
|
|
|
|
| Interest expense |
(235.4) |
|
|
(203.8) |
|
|
(138.8) |
|
| Interest and other nonoperating income (expense) |
48.7 |
|
|
14.4 |
|
|
3.7 |
|
| Income from continuing operations before tax |
266.3 |
|
|
235.8 |
|
|
226.2 |
|
| Provision for income taxes |
92.7 |
|
|
139.2 |
|
|
41.4 |
|
|
|
|
|
|
|
| Income from continuing operations |
173.6 |
|
|
96.6 |
|
|
184.8 |
|
|
|
|
|
|
|
| Income (loss) from discontinued operations, net of tax |
1.1 |
|
|
1.7 |
|
|
(2.9) |
|
|
|
|
|
|
|
| Net income |
174.7 |
|
|
98.3 |
|
|
181.9 |
|
| Less net income attributable to noncontrolling interests |
11.8 |
|
|
10.6 |
|
|
11.3 |
|
|
|
|
|
|
|
| Net income attributable to Brink’s |
$ |
162.9 |
|
|
87.7 |
|
|
170.6 |
|
|
|
|
|
|
|
| Amounts attributable to Brink’s: |
|
|
|
|
|
| Continuing operations |
$ |
161.8 |
|
|
86.0 |
|
|
173.5 |
|
| Discontinued operations |
1.1 |
|
|
1.7 |
|
|
(2.9) |
|
|
|
|
|
|
|
| Net income attributable to Brink’s |
$ |
162.9 |
|
|
87.7 |
|
|
170.6 |
|
|
|
|
|
|
|
Earnings (loss) per share attributable to Brink’s common shareholders(a): |
|
|
|
|
|
| Basic: |
|
|
|
|
|
| Continuing operations |
$ |
3.65 |
|
|
1.86 |
|
|
3.67 |
|
| Discontinued operations |
0.03 |
|
|
0.04 |
|
|
(0.06) |
|
| Net income |
3.68 |
|
|
1.90 |
|
|
3.61 |
|
|
|
|
|
|
|
| Diluted: |
|
|
|
|
|
| Continuing operations |
$ |
3.61 |
|
|
1.83 |
|
|
3.63 |
|
| Discontinued operations |
0.03 |
|
|
0.04 |
|
|
(0.06) |
|
| Net income |
3.63 |
|
|
1.87 |
|
|
3.57 |
|
|
|
|
|
|
|
| Weighted-average shares |
|
|
|
|
|
| Basic |
44.3 |
|
|
46.2 |
|
|
47.3 |
|
| Diluted |
44.8 |
|
|
46.9 |
|
|
47.8 |
|
(a) Amounts may not add due to rounding.
See accompanying notes to consolidated financial statements.
THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Net income |
$ |
174.7 |
|
|
98.3 |
|
|
181.9 |
|
|
|
|
|
|
|
Net benefit plan adjustments: |
|
|
|
|
|
Net benefit plan actuarial adjustment |
74.5 |
|
|
(3.9) |
|
|
177.6 |
|
Net benefit plan prior service adjustment |
(18.0) |
|
|
(11.8) |
|
|
61.7 |
|
Net deferred profit sharing adjustment |
(0.6) |
|
|
0.4 |
|
|
(0.1) |
|
| Total benefit plan adjustments |
55.9 |
|
|
(15.3) |
|
|
239.2 |
|
|
|
|
|
|
|
Net foreign currency translation adjustment |
(183.7) |
|
|
58.2 |
|
|
(19.0) |
|
Net change on available-for-sale securities |
(6.7) |
|
|
4.2 |
|
|
(0.9) |
|
Net change on cash flow hedges |
(2.1) |
|
|
(9.4) |
|
|
37.6 |
|
Other comprehensive income (loss) before tax |
(136.6) |
|
|
37.7 |
|
|
256.9 |
|
| Provision (benefit) for income taxes |
12.0 |
|
|
(4.5) |
|
|
55.9 |
|
|
|
|
|
|
|
Other comprehensive income (loss) |
(148.6) |
|
|
42.2 |
|
|
201.0 |
|
|
|
|
|
|
|
| Comprehensive income |
26.1 |
|
|
140.5 |
|
|
382.9 |
|
| Less comprehensive income attributable to noncontrolling interests |
11.3 |
|
|
8.3 |
|
|
5.0 |
|
|
|
|
|
|
|
Comprehensive income attributable to Brink’s |
$ |
14.8 |
|
|
132.2 |
|
|
377.9 |
|
See accompanying notes to consolidated financial statements.
THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Equity
Years Ended December 31, 2024, 2023 and 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Shares |
Common
Stock |
Capital in Excess of Par Value |
Retained
Earnings |
AOCI* |
Noncontrolling
Interests |
Total |
| Balance as of December 31, 2021 |
47.4 |
|
$ |
47.4 |
|
670.6 |
|
312.9 |
|
(907.9) |
|
129.6 |
|
252.6 |
|
|
|
|
|
|
|
|
|
| Net income |
— |
|
— |
|
— |
|
170.6 |
|
— |
|
11.3 |
|
181.9 |
|
| Other comprehensive income (loss) |
— |
|
— |
|
— |
|
— |
|
207.3 |
|
(6.3) |
|
201.0 |
|
| Shares repurchased |
(1.5) |
|
(1.5) |
|
(22.1) |
|
(28.6) |
|
— |
|
— |
|
(52.2) |
|
| Dividends to: |
|
|
|
|
|
|
|
Brink’s common shareholders ($0.8000 per share) |
— |
|
— |
|
— |
|
(37.6) |
|
— |
|
— |
|
(37.6) |
|
| Noncontrolling interests |
— |
|
— |
|
— |
|
— |
|
— |
|
(7.1) |
|
(7.1) |
|
| Share-based compensation: |
|
|
|
|
|
|
|
| Stock options and awards: |
|
|
|
|
|
|
|
| Compensation expense |
— |
|
— |
|
48.6 |
|
— |
|
— |
|
— |
|
48.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other share-based benefit transactions |
0.4 |
|
0.4 |
|
(9.7) |
|
(0.1) |
|
— |
|
— |
|
(9.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of noncontrolling interests(a) |
— |
|
— |
|
(3.3) |
|
— |
|
0.1 |
|
(4.6) |
|
(7.8) |
|
| Acquisitions with noncontrolling interests |
— |
|
— |
|
— |
|
— |
|
— |
|
0.1 |
|
0.1 |
|
| Capital contributions from noncontrolling interest |
— |
|
— |
|
— |
|
— |
|
— |
|
0.1 |
|
0.1 |
|
| Balance as of December 31, 2022 |
46.3 |
|
46.3 |
|
684.1 |
|
417.2 |
|
(700.5) |
|
123.1 |
|
570.2 |
|
|
|
|
|
|
|
|
|
| Net income |
— |
|
— |
|
— |
|
87.7 |
|
— |
|
10.6 |
|
98.3 |
|
| Other comprehensive income (loss) |
— |
|
— |
|
— |
|
— |
|
44.5 |
|
(2.3) |
|
42.2 |
|
|
|
|
|
|
|
|
|
Shares repurchased(b) |
(2.3) |
|
(2.3) |
|
(38.9) |
|
(132.1) |
|
— |
|
— |
|
(173.3) |
|
| Dividends to: |
|
|
|
|
|
|
|
Brink’s common shareholders ($0.8600 per share) |
— |
|
— |
|
— |
|
(39.6) |
|
— |
|
— |
|
(39.6) |
|
| Noncontrolling interests |
— |
|
— |
|
— |
|
— |
|
— |
|
(7.7) |
|
(7.7) |
|
| Share-based compensation: |
|
|
|
|
|
|
|
| Stock options and awards: |
|
|
|
|
|
|
|
| Compensation expense |
— |
|
— |
|
32.1 |
|
— |
|
— |
|
— |
|
32.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other share-based benefit transactions |
0.5 |
|
0.5 |
|
(1.7) |
|
(0.2) |
|
— |
|
— |
|
(1.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions of noncontrolling interests |
— |
|
— |
|
0.3 |
|
— |
|
— |
|
(0.9) |
|
(0.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2023 |
44.5 |
|
44.5 |
|
675.9 |
|
333.0 |
|
(656.0) |
|
122.8 |
|
520.2 |
|
|
|
|
|
|
|
|
|
| Net income |
— |
|
— |
|
— |
|
162.9 |
|
— |
|
11.8 |
|
174.7 |
|
Other comprehensive loss |
— |
|
— |
|
— |
|
— |
|
(148.1) |
|
(0.5) |
|
(148.6) |
|
|
|
|
|
|
|
|
|
Shares repurchased(b) |
(2.1) |
|
(2.1) |
|
(34.6) |
|
(168.5) |
|
— |
|
— |
|
(205.2) |
|
| Dividends to: |
|
|
|
|
|
|
|
Brink’s common shareholders ($0.9475 per share) |
— |
|
— |
|
— |
|
(41.8) |
|
— |
|
— |
|
(41.8) |
|
| Noncontrolling interests |
— |
|
— |
|
— |
|
— |
|
— |
|
(6.1) |
|
(6.1) |
|
| Share-based compensation: |
|
|
|
|
|
|
|
| Stock options and awards: |
|
|
|
|
|
|
|
| Compensation expense |
— |
|
— |
|
36.5 |
|
— |
|
— |
|
— |
|
36.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other share-based benefit transactions |
0.5 |
|
0.5 |
|
(17.3) |
|
(0.2) |
|
— |
|
— |
|
(17.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisitions of noncontrolling interests |
— |
|
— |
|
0.2 |
|
— |
|
— |
|
(0.4) |
|
(0.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2024 |
42.9 |
|
$ |
42.9 |
|
660.7 |
|
285.4 |
|
(804.1) |
|
127.6 |
|
312.5 |
|
(a)This amount represents the impact of transactions in which we acquired or disposed of noncontrolling ownership interests in certain companies where we had an existing controlling interest prior to and after the related acquisition or disposal transactions.
(b)Amounts do not agree to cash paid to repurchase shares in the consolidated statements of cash flows or Note 19. The difference is due to the timing of the cash settlements for shares repurchased near the end of the year plus the accrual of liabilities to pay excise taxes resulting from share repurchases.
* Accumulated other comprehensive income (loss)
See accompanying notes to consolidated financial statements.
THE BRINK’S COMPANY
and subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
| Cash flows from operating activities: |
|
|
|
|
|
| Net income |
$ |
174.7 |
|
|
98.3 |
|
|
181.9 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
(Income) loss from discontinued operations, net of tax |
(1.1) |
|
|
(1.7) |
|
|
2.9 |
|
| Depreciation and amortization |
293.3 |
|
|
275.8 |
|
|
245.8 |
|
| Share-based compensation expense |
36.5 |
|
|
32.1 |
|
|
48.6 |
|
| Deferred income taxes |
(18.0) |
|
|
22.7 |
|
|
(62.3) |
|
|
|
|
|
|
|
| (Gain) loss on marketable securities, sale of property and equipment and derivatives |
(15.5) |
|
|
10.9 |
|
|
0.7 |
|
|
|
|
|
|
|
| Impairment losses |
4.8 |
|
|
10.3 |
|
|
9.0 |
|
| Retirement benefit funding (more) less than expense: |
|
|
|
|
|
| Pension |
(6.1) |
|
|
(10.2) |
|
|
(3.7) |
|
| Other than pension |
(8.1) |
|
|
(5.5) |
|
|
7.9 |
|
| Unrealized foreign currency (gains) losses |
(41.8) |
|
|
79.1 |
|
|
37.6 |
|
| Other operating |
16.0 |
|
|
26.1 |
|
|
23.6 |
|
| Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
| (Increase) decrease in accounts receivable and income taxes receivable |
15.6 |
|
|
69.0 |
|
|
(180.9) |
|
Increase (decrease) in accounts payable, income taxes payable and accrued liabilities |
122.4 |
|
|
(36.3) |
|
|
139.2 |
|
Increase (decrease) in restricted cash held for customers |
(42.9) |
|
|
59.5 |
|
|
50.0 |
|
Increase (decrease) in customer obligations |
(77.7) |
|
|
66.0 |
|
|
50.0 |
|
(Increase) decrease in prepaid and other current assets |
(15.5) |
|
|
24.6 |
|
|
(56.7) |
|
| Other |
(10.6) |
|
|
(18.3) |
|
|
(13.7) |
|
|
|
|
|
|
|
| Net cash provided by operating activities |
426.0 |
|
|
702.4 |
|
|
479.9 |
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
| Capital expenditures |
(222.5) |
|
|
(202.7) |
|
|
(182.6) |
|
| Acquisitions, net of cash acquired |
(19.1) |
|
|
(1.5) |
|
|
(173.9) |
|
| Dispositions, net of cash disposed |
— |
|
|
1.1 |
|
|
— |
|
| Marketable securities: |
|
|
|
|
|
| Purchases |
(71.8) |
|
|
(134.7) |
|
|
(30.3) |
|
| Sales |
57.2 |
|
|
150.4 |
|
|
11.7 |
|
| Cash proceeds from sale of property and equipment |
29.2 |
|
|
18.4 |
|
|
5.7 |
|
| Cash proceeds from settlement of cross currency swap |
— |
|
|
— |
|
|
64.3 |
|
| Net change in loans held for investment |
7.1 |
|
|
(11.1) |
|
|
(25.9) |
|
|
|
|
|
|
|
| Other |
3.7 |
|
|
(0.6) |
|
|
(0.2) |
|
| Discontinued operations |
— |
|
|
0.9 |
|
|
— |
|
| Net cash used in investing activities |
(216.2) |
|
|
(179.8) |
|
|
(331.2) |
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
| Borrowings (repayments) of debt: |
|
|
|
|
|
| Short-term borrowings |
12.9 |
|
|
98.6 |
|
|
37.7 |
|
|
|
|
|
|
|
| Long-term revolving credit facilities: |
|
|
|
|
|
| Borrowings |
12,857.3 |
|
|
9,265.7 |
|
|
7,058.7 |
|
| Repayments |
(12,865.0) |
|
|
(9,273.8) |
|
|
(6,832.7) |
|
| Other long-term debt: |
|
|
|
|
|
| Borrowings |
847.4 |
|
|
25.4 |
|
|
189.9 |
|
| Repayments |
(527.4) |
|
|
(97.1) |
|
|
(87.0) |
|
| Acquisition of noncontrolling interests |
(0.2) |
|
|
(0.6) |
|
|
(7.8) |
|
|
|
|
|
|
|
| Cash paid for acquisition related settlements and obligations |
(0.8) |
|
|
(11.1) |
|
|
(2.8) |
|
| Debt financing costs |
(10.6) |
|
|
— |
|
|
(5.6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repurchase shares of Brink's common stock |
(203.6) |
|
|
(169.9) |
|
|
(52.2) |
|
| Dividends to: |
|
|
|
|
|
| Shareholders of Brink’s |
(41.8) |
|
|
(39.6) |
|
|
(37.6) |
|
| Noncontrolling interests in subsidiaries |
(6.1) |
|
|
(7.7) |
|
|
(7.1) |
|
|
|
|
|
|
|
| Tax withholdings associated with share-based compensation |
(18.6) |
|
|
(8.0) |
|
|
(12.2) |
|
| Other |
(1.3) |
|
|
11.0 |
|
|
3.9 |
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities |
42.2 |
|
|
(207.1) |
|
|
245.2 |
|
| Effect of exchange rate changes on cash |
(95.2) |
|
|
(42.4) |
|
|
(70.1) |
|
| Cash, cash equivalents and restricted cash: |
|
|
|
|
|
| Increase |
156.8 |
|
|
273.1 |
|
|
323.8 |
|
| Balance at beginning of period |
1,683.6 |
|
|
1,410.5 |
|
|
1,086.7 |
|
| Balance at end of period |
$ |
1,840.4 |
|
|
1,683.6 |
|
|
1,410.5 |
|
See accompanying notes to consolidated financial statements.
THE BRINK’S COMPANY
and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The Brink’s Company (along with its subsidiaries, “we,” “our,” “Brink’s” or the “Company”), based in Richmond, Virginia, is a leading provider of cash and valuables management, digital retail solutions ("DRS"), and ATM managed services ("AMS") to financial institutions, retailers, government agencies, mints, jewelers and other commercial operations around the world. Brink’s is the oldest and largest secure transportation and cash management services company in the U.S., and a market leader in many other countries.
Consolidation
The consolidated financial statements include our controlled subsidiaries. Control is determined based on ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total equity.
Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating income (expense). Investments in businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for at fair value, if readily determinable, with changes in fair value recognized in net income. For equity investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus changes from observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.
Revenue Recognition
Revenue is recognized when services related to cash and valuables management, DRS, and AMS are performed. We assess our customers' ability to meet contractual terms, including payment terms, before entering into contracts. Taxes collected from customers and remitted to governmental authorities are not included in revenues in the consolidated statements of operations.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and investments with original maturities of three months or less. Cash and cash equivalents include amounts held by certain of our secure cash management services operations for customers for which, under local regulations, the title transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources. We record a liability for the amounts owed to customers (see Note 13).
Restricted Cash
Cash that is held for a specific purpose and is not available for immediate or general business use due to external restrictions is classified in our consolidated balance sheets as restricted cash. In Malaysia, we offer ATM replenishment services to certain of our financial institution customers. Providing this service requires our Malaysia subsidiary to take temporary title to the cash received in advance of ATM replenishment. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering. In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. In connection with this offering, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation. In addition, in accordance with a revolving credit facility, we are required to maintain a restricted cash reserve and, due to this contractual restriction, we have classified these amounts as restricted cash (see Note 20).
Trade Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We assess the collectability of our receivables on a pool basis, which we aggregate by geographical location. We determine historical loss rates for each pool and these historical loss rates represent the primary assumption used in estimating the allowance for doubtful accounts. We monitor the aging of accounts receivables by country along with any significant economic events to identify any current or expected trends and risks within a pool that could impact the collectability of receivables that were not contemplated or relevant during a previous period. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Right-of-Use Assets
For operating leases, right-of-use assets (and related lease liabilities) are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. See Note 17 for further information.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is calculated principally on the straight-line method based on the estimated useful lives of individual assets or classes of assets.
Leased property and equipment meeting financing lease criteria are capitalized at the lower of the present value of the related lease payments or the fair value of the leased asset at the inception of the lease. Amortization is calculated on the straight-line method based on the lease term. See Note 17 for further information.
Leasehold improvements are recorded at cost. Amortization is calculated principally on the straight-line method over the lesser of the estimated useful life of the leasehold improvement or the lease term. Renewal periods are included in the lease term when the renewal is determined to be reasonably assured.
Part of the costs related to the development or purchase of internal-use software is capitalized and amortized over the estimated useful life of the software. Costs that are capitalized include external direct costs of materials and services to develop or obtain the software, and internal costs, including compensation and employee benefits for employees directly associated with a software development project.
|
|
|
|
|
|
Estimated Useful Lives |
Years |
| Buildings |
25 |
| Building leasehold improvements |
Lesser of Lease Term or 10 |
| Vehicles |
3 to 8 |
| Capitalized software |
5 |
| Other machinery and equipment |
3 to 10 |
Expenditures for routine maintenance and repairs on property and equipment are charged to expense. Major renewals, betterments and modifications are capitalized and depreciated over the lesser of the remaining life of the asset or, if applicable, the lease term.
Goodwill and Other Intangible Assets
Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Intangible assets arising from business acquisitions include customer lists, customer relationships, developed technology, covenants not to compete, trademarks and other identifiable intangibles. At December 31, 2024, finite-lived intangible assets have remaining useful lives ranging from 1 to 12 years and are amortized based on the pattern in which the economic benefits are used or on a straight-line basis.
Impairment of Goodwill and Long-Lived Assets
Goodwill is not amortized but is tested for impairment at least annually, as of October 1, and whenever events or circumstances in interim periods indicate that it is more-likely-than-not that an impairment may have occurred. We perform the test of goodwill impairment at the reporting unit level, which is one level below an operating segment. Goodwill is assigned to one or more reporting units at the date of acquisition.
When testing goodwill for impairment, we may assess qualitative factors to determine whether reporting unit fair values are greater than their carrying values. Alternatively, when performing a quantitative assessment, we estimate the fair value of each reporting unit using a weighting of two valuation methodologies: the Income Approach and the Public Company Market Multiple Method, with greatest weight placed on the Income Approach. The resulting reporting unit fair values are compared to each reporting unit's carrying value. .
Indefinite-lived intangibles are also tested for impairment at least annually by comparing their carrying values to their estimated fair values. We have had no significant impairments of indefinite-lived intangibles in the last three years.
Long-lived assets other than goodwill and other indefinite-lived intangibles are reviewed for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. For long-lived assets other than goodwill that are to be held and used in operations, an impairment is indicated when the estimated total undiscounted cash flow associated with the asset or group of assets is less than carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. See Note 8 for further information.
Retirement Benefit Plans
We account for retirement benefit obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 715, Compensation – Retirement Benefits. For U.S. and certain non-U.S. retirement plans, we derive the discount rates used to measure the present value of benefit obligations using the cash flow matching method. Under this method, we compare the plan’s projected payment obligations by year with the corresponding yields on a Mercer yield curve. Each year’s projected cash flows are then discounted back to their present value at the measurement date and an overall discount rate is determined. The overall discount rate is then rounded to the nearest tenth of a percentage point. We used Mercer’s Above-Mean Curve to determine the discount rates for the year-end benefit obligations and retirement cost of our U.S. retirement plans. We use a local or regional version of the Mercer yield curve in the majority of our non-U.S. locations. In non-U.S. locations where the cash flow matching method is not possible, rates of local high-quality long-term government bonds are used to select the discount rate.
We select the expected long-term rate of return assumption for our U.S. pension plan and retiree medical plans using advice from our investment advisor. The selected rate considers plan asset allocation targets, expected overall investment manager performance and long-term historical average compounded rates of return.
Benefit plan actuarial gains and losses are recognized in other comprehensive income (loss). Accumulated net benefit plan actuarial gains and losses that exceed 10% of the greater of a plan’s benefit obligation or plan assets at the beginning of the year are amortized into earnings from other comprehensive income (loss) on a straight-line basis. The amortization period for pension plans is the average remaining service period of employees expected to receive benefits under the plans. The amortization period for other retirement plans is primarily the average remaining life expectancy of inactive participants.
Income Taxes
Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be, reported in different years for financial statement purposes than tax purposes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse. We recognize tax benefits related to uncertain tax positions if we believe it is more-likely-than-not the benefit will be realized. We review our deferred tax assets to determine if it is more-likely-than-not that they will be realized. If we determine it is not more-likely-than-not that a deferred tax asset will be realized, we record a valuation allowance to reverse the previously recognized tax benefit. See Note 5 for further information.
Foreign Currency Translation
Our consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate. The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.
Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity and available-for-sale debt securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. For nonmonetary available-for-sale debt securities traded in highly inflationary economies, the fair market value of these debt securities are remeasured at the current exchange rates, with changes recorded in the gains (losses) on available-for-sale securities component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings when these debt securities are sold. Revenues and expenses are translated at rates of exchange in effect during the year. See "Venezuela" and "Argentina" sections below for further information.
Argentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 4% of our consolidated revenues for the years ended December 31, 2024, 2023, and 2022.
The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. For the year ended December 31, 2022, the Argentine peso declined by approximately 42% (from 103.1 to 178.6 pesos to the U.S. dollar). For the year ended December 31, 2023, the Argentine peso declined by approximately 79% (from 178.6 to 833.3 pesos to the U.S. dollar). For the year ended December 31, 2024, the Argentine peso declined approximately 19% (from 833.3 to 1,031.0 pesos to the U.S. dollar).
Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In 2024, we recognized $18.4 million in pretax remeasurement losses. In 2023 and in 2022, we recognized $79.1 million and $37.6 million in pretax remeasurement losses, respectively.
At December 31, 2024, Argentina's economy remained highly inflationary for accounting purposes. At December 31, 2024, we had net monetary assets denominated in Argentine pesos of $115.9 million (including cash of $104.0 million). At December 31, 2024, we had net nonmonetary assets of $147.5 million (including $103.1 million of goodwill and $21.2 million in debt securities denominated in Argentine pesos).
At December 31, 2023, we had net monetary assets denominated in Argentine pesos of $72.1 million (including cash of $62.5 million) and net nonmonetary assets of $141.9 million (including $99.8 million of goodwill, $1.1 million in equity securities denominated in Argentine pesos and $5.6 million in debt securities denominated in Argentine pesos).
During September 2019, the Argentine government announced currency controls on both companies and individuals. The Argentine central bank issued details as to how the exchange control procedures would operate in practice. Under these procedures, central bank approval is required for many transactions, including dividend repatriation abroad.
We have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina. We did not have any such conversion losses in the last three years.
Although the Argentine government has implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina. We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.
Venezuela
Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela. Currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, significantly limit our ability to make and execute operational decisions at our Venezuelan subsidiaries. As a result of the conditions, we do not meet the accounting criteria for control over our Venezuelan operations and, as a result, we began reporting the results of our investment in our Venezuelan subsidiaries using the cost method of accounting, the basis of which approximates zero. Prior to the imposition of the U.S. government sanctions, we provided immaterial amounts of financial support to our Venezuela operations. We continue to monitor the situation in Venezuela, including the imposition of sanctions by the U.S. government targeting Venezuela.
Concentration of Credit Risks
We routinely assess the financial strength of significant customers and this assessment, combined with the large number and geographic breadth of our customers, limits our concentration of risk with respect to accounts receivable. Financial instruments which potentially subject us to concentrations of credit risks are principally cash and cash equivalents and accounts receivables. Cash and cash equivalents are held by major financial institutions.
Use of Estimates
In accordance with U.S. generally accepted accounting principles (“GAAP”), we have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements. Actual results could differ materially from those estimates. The most significant estimates are related to goodwill, intangibles and other long-lived assets, pension and other retirement benefit assets and obligations, legal contingencies, allowance for doubtful accounts, deferred tax assets and purchase price allocations.
In the first quarter of 2022, we further refined our global methodology of estimating the allowance for doubtful accounts. Our previous method to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of historical loss rates and specific identification of higher risk customer accounts. It also considered current and expected economic conditions, particularly the effects of the COVID-19 pandemic, in determining an appropriate allowance. As many of our regions began to recover from the pandemic, we re-assessed those earlier assumptions and estimates. Our updated method now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $16.7 million in the first quarter of 2022. In the subsequent three quarters of 2022, the additional allowance was reduced by $1.1 million as a result of collections. Due to the fact that management has excluded this amount when evaluating internal performance, we have excluded it from segment results.
Fair-value estimates. We have various financial instruments included in our financial statements. Financial instruments are carried in our financial statements at either cost or fair value. We estimate fair value of assets using the following hierarchy using the highest level possible:
Level 1: Quoted prices for identical assets or liabilities in active markets.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.
Level 3: Unobservable inputs that reflect estimates and assumptions.
New Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires expanded disclosures about significant segment expenses and information used to assess segment performance. For annual reporting periods, we adopted ASU 2023-07 on January 1, 2024. For interim reporting periods, this ASU was effective for us on January 1, 2025. In accordance with the new guidance, we have added disclosures about significant segment expenses in Note 3. Beginning with our first interim reporting period in 2025, we will also include interim disclosures regarding assets held by segments as well as capital expenditures and depreciation and amortization by segment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoption is permitted. This new guidance will result in increased disclosures in the notes to our financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. This ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.
Note 2 - Revenue from Contracts with Customers
Performance Obligations
We provide various services to meet the needs of our customers and we group these service offerings into two broad categories: (1) cash and valuables management; and (2) digital retail solutions and ATM managed services.
Cash and Valuables Management
Cash and valuables management services are provided to customers throughout the world. Cash-in-transit services include the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks. Basic ATM management services include cash replenishment, treasury management and first line maintenance. Our global services business provides secure transport of high-value commodities including diamonds, jewelry, precious metals, securities, banknotes, currency, high-tech devices, electronics and pharmaceuticals. Additional global services include pick-up, packaging, customs clearance, secure vault storage and inventory management. We also offer a variety of cash management services including money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging and other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and electronic reporting). Our vaulting services combine cash-in-transit services, cash management services, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment orders and electronically transmit banking transactions. We provide other services to some of our customers, such as guarding, commercial security and payment services.
Digital Retail Solutions and ATM Managed Services
DRS and AMS are technology enabled services provided to customers throughout the world. DRS includes services that leverage Brink’s tech-enabled sales and software platforms to simplify cash acceptance, enables merchants to access their cash without visiting a bank and provide customers with enhanced analytics and visibility. DRS includes our patented Brink’s CompleteTM and CompuSafe® services. AMS provides comprehensive services beyond basic ATM services including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, and installation services. These services allow financial institutions, retailers and independent ATM owners to outsource day-to-day operation of ATMs. For certain customers, we take ownership of ATM devices as part of our managed services offering.
For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.
Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.
Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60 days of the invoice date.
Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided to the customer based on the contractual rate at which we have the right to invoice the customer for each action.
Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.
Taxes collected from customers and remitted to governmental authorities are not included in revenues in the consolidated statements of operations.
Revenue Disaggregated by Reportable Segment and Type of Service
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(In millions) |
Cash and Valuables Management |
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DRS and AMS |
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Total |
| Twelve months ended December 31, 2024 |
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|
|
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|
| Reportable Segments: |
|
|
|
|
|
| North America |
$ |
1,207.0 |
|
|
442.7 |
|
|
1,649.7 |
|
| Latin America |
1,095.5 |
|
|
215.5 |
|
|
1,311.0 |
|
| Europe |
749.5 |
|
|
477.9 |
|
|
1,227.4 |
|
| Rest of World |
748.4 |
|
|
75.4 |
|
|
823.8 |
|
| Total reportable segments |
$ |
3,800.4 |
|
|
1,211.5 |
|
|
5,011.9 |
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|
|
|
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|
|
|
|
|
|
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|
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|
|
| Twelve months ended December 31, 2023 |
|
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|
|
|
|
|
|
|
|
|
| Reportable Segments: |
|
|
|
|
|
| North America |
$ |
1,216.8 |
|
|
384.3 |
|
|
1,601.1 |
|
| Latin America |
1,149.1 |
|
|
183.2 |
|
|
1,332.3 |
|
| Europe |
745.2 |
|
|
391.6 |
|
|
1,136.8 |
|
| Rest of World |
751.6 |
|
|
52.8 |
|
|
804.4 |
|
| Total reportable segments |
$ |
3,862.7 |
|
|
1,011.9 |
|
|
4,874.6 |
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|
|
|
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|
|
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|
|
|
| Twelve months ended December 31, 2022 |
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|
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|
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|
|
| Reportable Segments: |
|
|
|
|
|
| North America |
$ |
1,207.2 |
|
|
376.9 |
|
|
1,584.1 |
|
| Latin America |
1,090.3 |
|
|
120.3 |
|
|
1,210.6 |
|
| Europe |
728.1 |
|
|
203.3 |
|
|
931.4 |
|
| Rest of World |
766.5 |
|
|
42.9 |
|
|
809.4 |
|
| Total reportable segments |
$ |
3,792.1 |
|
|
743.4 |
|
|
4,535.5 |
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|
Certain of our services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices. Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance, but are included in the above table as the amounts are a small percentage of overall revenues.
Contract Balances
Contract Assets
Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the customer within a monthly period. For certain customer contracts, the timing of our performance may precede our right to invoice the customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in Latin America, negotiate annual price adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same period in which the related services are performed. As the estimate of the ultimate transaction price changes, we recognize a cumulative catch-up adjustment for the change in estimate. In our Rest of World segment, certain Brink's affiliates provide services to specific customers and, per contract, a portion of the consideration is retained by the customers until the contract is completed. The retention amounts are reported as contract assets until we have the right to bill the customer for these amounts. Certain Brink's affiliates make upfront consideration payments in order to gain customer contracts. The upfront payment amounts are reported as contract assets and are amortized as a reduction to revenues over the duration of the contracts. Contract assets expected to be collected within one year ($4.6 million at December 31, 2024) are included in prepaid expenses and other on the consolidated balance sheet. Amounts not expected to be billed and collected within one year ($17.6 million at December 31, 2024) are reported in other noncurrent assets on the consolidated balance sheet.
Contract Liabilities
For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability, which is included in accrued liabilities on the consolidated balance sheet.
The opening and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:
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(In millions) |
Receivables |
|
Contract Assets |
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Contract Liabilities |
|
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|
|
|
| Opening (January 1, 2024) |
$ |
779.0 |
|
|
15.4 |
|
|
21.4 |
|
| Closing (December 31, 2024) |
733.5 |
|
|
22.2 |
|
|
15.0 |
|
| Increase (decrease) |
$ |
(45.5) |
|
|
6.8 |
|
|
(6.4) |
|
The amount of revenue recognized in 2024 that was included in the January 1, 2024 contract liability balance was $21.2 million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year.
Revenue recognized in the twelve months ended December 31, 2024 from performance obligations satisfied in the prior year was not
significant. This revenue is a result of changes in the transaction price of our contracts with customers.
Contract Costs
Sales commissions directly related to obtaining new contracts with customers are capitalized when incurred and are then amortized to expense ratably over the term of the contracts. At December 31, 2024, the net capitalized costs to obtain contracts was included in other assets on the consolidated balance sheet. The capitalized amounts at December 31, 2024 were $12.8 million.
Practical Expedients
For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of services that will be provided to customers over the term is not known at inception of these contracts. Therefore, while the rate per unit of service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures. As a result, we have elected to use the optional exemption related to the disclosure of transaction prices, amounts allocated to remaining performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.
We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.
Note 3 - Segment Information
We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:
•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 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 our 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 which are not considered to be part of the Company's operations and revenue generating activities. As such, they have not been allocated to segment or Corporate results.
Our CODM uses segment operating profit to evaluate the performance of each of our reportable segments, comparing profitability to expected results as well as to the other segments, ultimately guiding resource allocation decisions including investment, capital allocation and staffing to optimize overall company profitability.
We currently serve customers in more than 100 countries, including 51 countries where we operate subsidiaries.
We manage our business in the following four segments:
•North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,
•Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,
•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
•Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
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Year Ended December 31, 2024 |
(In millions) |
North America |
|
Latin America |
|
Europe |
|
Rest of World |
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Total |
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|
|
|
|
|
|
|
|
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| Revenues |
$ |
1,649.7 |
|
|
1,311.0 |
|
|
1,227.4 |
|
|
823.8 |
|
|
5,011.9 |
|
| Less: |
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|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
Labor and fringe benefit costs(a) |
624.0 |
|
|
572.1 |
|
|
544.2 |
|
|
236.8 |
|
|
|
Other cost of revenues segment items(b) |
608.2 |
|
|
349.3 |
|
|
404.4 |
|
|
351.2 |
|
|
|
Total cost of revenues(a) |
1,232.2 |
|
|
921.4 |
|
|
948.6 |
|
|
588.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative(a) |
223.5 |
|
|
117.3 |
|
|
140.9 |
|
|
67.2 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating profit |
$ |
194.0 |
|
|
272.3 |
|
|
137.9 |
|
|
168.6 |
|
|
772.8 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
Year Ended December 31, 2023 |
(In millions) |
North America |
|
Latin America |
|
Europe |
|
Rest of World |
|
Total |
|
|
|
|
|
|
|
|
|
|
| Revenues |
$ |
1,601.1 |
|
|
1,332.3 |
|
|
1,136.8 |
|
|
804.4 |
|
|
4,874.6 |
|
| Less: |
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
Labor and fringe benefit costs(a) |
633.2 |
|
|
574.6 |
|
|
511.4 |
|
|
238.4 |
|
|
|
Other cost of revenues segment items(b) |
583.4 |
|
|
354.1 |
|
|
384.9 |
|
|
342.7 |
|
|
|
Total cost of revenues(a) |
1,216.6 |
|
|
928.7 |
|
|
896.3 |
|
|
581.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative(a) |
199.3 |
|
|
123.3 |
|
|
115.5 |
|
|
59.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating profit |
$ |
185.2 |
|
|
280.3 |
|
|
125.0 |
|
|
164.1 |
|
|
754.6 |
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
Year Ended December 31, 2022 |
(In millions) |
North America |
|
Latin America |
|
Europe |
|
Rest of World |
|
Total |
|
|
|
|
|
|
|
|
|
|
| Revenues |
$ |
1,584.1 |
|
|
1,210.6 |
|
|
931.4 |
|
|
809.4 |
|
|
4,535.5 |
|
| Less: |
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
Labor and fringe benefit costs(a) |
647.8 |
|
|
508.9 |
|
|
458.2 |
|
|
238.3 |
|
|
|
Other cost of revenues segment items(b) |
590.0 |
|
|
308.5 |
|
|
281.9 |
|
|
346.8 |
|
|
|
Total cost of revenues(a) |
1,237.8 |
|
|
817.4 |
|
|
740.1 |
|
|
585.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative(a) |
187.2 |
|
|
115.5 |
|
|
92.9 |
|
|
60.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating profit |
$ |
159.1 |
|
|
277.7 |
|
|
98.4 |
|
|
163.9 |
|
|
699.1 |
|
(a)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Selling, general and administrative expenses include insignificant amounts reported within other operating income (expense) in the consolidated statements of operations.
(b)Other cost of revenues segment items for each reportable segment include primarily vehicle expenses, freight, equipment costs, building expense, and office and administrative expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
Segment operating profit |
|
$ |
772.8 |
|
|
754.6 |
|
|
699.1 |
|
|
|
|
|
|
|
|
| Reconciling Items: |
|
|
|
|
|
|
| Corporate expenses: |
|
|
|
|
|
|
| General, administrative and other expenses |
|
(167.2) |
|
|
(152.8) |
|
|
(161.5) |
|
Foreign currency transaction gains |
|
23.9 |
|
|
15.3 |
|
|
10.9 |
|
Reconciliation of segment policies to GAAP(a) |
|
(0.1) |
|
|
(2.1) |
|
|
1.8 |
|
Other items not allocated to segments(b): |
|
|
|
|
|
|
Reorganization and restructuring |
|
(1.5) |
|
|
(17.6) |
|
|
(38.8) |
|
Acquisitions and dispositions |
|
(62.5) |
|
|
(70.6) |
|
|
(86.6) |
|
Argentina highly inflationary impact |
|
(35.0) |
|
|
(86.8) |
|
|
(41.7) |
|
Transformation initiatives |
|
(28.4) |
|
|
(5.5) |
|
|
— |
|
DOJ/FinCEN investigations |
|
(45.7) |
|
|
— |
|
|
— |
|
| Chile antitrust matter |
|
(1.3) |
|
|
(0.5) |
|
|
(1.4) |
|
Change in allowance estimate |
|
— |
|
|
— |
|
|
(15.6) |
|
Ship loss matter |
|
— |
|
|
— |
|
|
(4.9) |
|
| Non-routine auto loss matter |
|
(2.0) |
|
|
(8.0) |
|
|
— |
|
Reporting compliance |
|
— |
|
|
(0.8) |
|
|
— |
|
Operating profit |
|
$ |
453.0 |
|
|
425.2 |
|
|
361.3 |
|
(a)This line item includes adjustments to bad debt expense and a Mexico profit sharing plan accrual reported by the segments to the estimated consolidated amounts required by U.S. GAAP.
(b)See "Other Items not Allocated to Segments" for a description of these items.
Other Items not Allocated to Segments
Reorganization and restructuring Net charges incurred in relation to certain restructuring actions include primarily severance charges and asset impairment losses. The 2022 Global Restructuring Plan was designed to, among other things, enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions in light of the COVID-19 pandemic. Other restructuring actions were primarily in response to the COVID-19 pandemic and a decision to exit a line of business in our Canada operating unit.
Acquisitions and dispositions These items include non-cash amortization expense for acquisition-related intangible assets, as well as integration, transaction, restructuring and certain compensation costs.
Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed.
Transformation Initiatives During 2023, we initiated a multi-year program intended to accelerate growth and drive margin expansion through transformation of our business model. The program is designed to help us standardize our commercial and operational systems and processes, drive continuous improvement and achieve operational excellence. The transformation costs primarily include third party professional services and project management charges. These costs relate to a discrete program.
DOJ/FinCEN Investigations In 2024, we recorded a charge for a probable loss in connection with U.S. Department of Justice ("DOJ") and U.S. Department of the Treasury’s (the "U.S. Treasury") Financial Crimes Enforcement Network ("FinCEN") investigations. Additionally, we have incurred third-party costs, primarily legal costs, associated with this matter. See Note 23 for details.
Chile antitrust matter We have recorded charges for a contingent loss associated with an investigation initiated by the Chilean Fiscalía Nacional Económica or "FNE" (the Chilean antitrust agency). The investigation is related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. Additionally, we have incurred third-party costs, primarily legal costs, associated with this matter. See Note 23 for details.
Change in allowance estimate Represents impact of a change in our methodology to estimate our allowance for doubtful accounts in the first quarter of 2022. See Note 1 and Note 16 for further details.
Ship loss matter We have excluded our share of costs for damages and losses suffered by a ship owner that was carrying cargo for Brink's.
Non-routine auto loss matter In 2023, a Brink’s employee was involved in a motor vehicle accident with unique circumstances that resulted in the death of a third party. In connection with the ensuing litigation, Brink’s recognized a charge. Additionally, we have incurred third-party costs, primarily legal costs, associated with this matter.
Reporting compliance We incurred certain third-party compliance costs in 2023 to remediate a material weakness in internal controls over financial reporting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Capital Expenditures by Reportable Segment |
|
|
|
|
|
| North America |
$ |
62.6 |
|
|
43.8 |
|
|
41.4 |
|
| Latin America |
33.0 |
|
|
48.8 |
|
|
50.1 |
|
| Europe |
76.9 |
|
|
72.1 |
|
|
50.5 |
|
| Rest of World |
45.6 |
|
|
30.6 |
|
|
34.4 |
|
| Total reportable segments |
218.1 |
|
|
195.3 |
|
|
176.4 |
|
| Corporate items |
4.4 |
|
|
7.4 |
|
|
6.2 |
|
|
|
|
|
|
|
| Total |
$ |
222.5 |
|
|
202.7 |
|
|
182.6 |
|
|
|
|
|
|
|
| Depreciation and Amortization by Reportable Segment |
|
|
|
|
|
| Depreciation and amortization of property and equipment: |
|
|
|
|
|
| North America |
$ |
82.4 |
|
|
73.9 |
|
|
69.1 |
|
| Latin America |
53.9 |
|
|
53.6 |
|
|
49.1 |
|
| Europe |
57.0 |
|
|
54.2 |
|
|
39.6 |
|
| Rest of World |
26.2 |
|
|
24.4 |
|
|
23.6 |
|
| Total reportable segments |
219.5 |
|
|
206.1 |
|
|
181.4 |
|
| Corporate items |
3.5 |
|
|
5.3 |
|
|
8.4 |
|
| Argentina highly inflationary impact |
12.0 |
|
|
5.4 |
|
|
2.9 |
|
| Acquisitions and dispositions |
— |
|
|
— |
|
|
0.1 |
|
Reorganization and restructuring |
— |
|
|
1.2 |
|
|
1.0 |
|
| Depreciation and amortization of property and equipment |
235.0 |
|
|
218.0 |
|
|
193.8 |
|
|
|
|
|
|
|
Amortization of intangible assets(a) |
58.3 |
|
|
57.8 |
|
|
52.0 |
|
| Total |
$ |
293.3 |
|
|
275.8 |
|
|
245.8 |
|
(a)Amortization of acquisition-related intangible assets has been excluded from reportable segment amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Assets held by Reportable Segment |
|
|
|
| North America |
$ |
2,089.8 |
|
|
1,975.7 |
|
| Latin America |
1,171.7 |
|
|
1,273.1 |
|
| Europe |
1,894.9 |
|
|
1,992.7 |
|
| Rest of World |
1,084.9 |
|
|
1,031.9 |
|
| Total reportable segments |
6,241.3 |
|
|
6,273.4 |
|
| Corporate items |
381.8 |
|
|
328.4 |
|
| Total |
$ |
6,623.1 |
|
|
6,601.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
Long-Lived Assets by Significant Country(a) |
|
|
|
| Non-U.S.: |
|
|
|
| Mexico |
$ |
106.5 |
|
|
135.9 |
|
| France |
113.2 |
|
|
104.2 |
|
| Brazil |
54.9 |
|
|
78.3 |
|
| Other |
377.1 |
|
|
376.0 |
|
| Subtotal |
651.7 |
|
|
694.4 |
|
| U.S. |
331.0 |
|
|
318.9 |
|
| Total |
$ |
982.7 |
|
|
1,013.3 |
|
(a)Long-lived assets include only property and equipment, net.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Revenues by Significant Country(a) |
|
|
|
|
|
| Outside the U.S.: |
|
|
|
|
|
| Mexico |
$ |
582.8 |
|
|
563.8 |
|
|
452.6 |
|
| France |
447.1 |
|
|
413.2 |
|
|
370.1 |
|
| Brazil |
283.2 |
|
|
309.8 |
|
|
329.9 |
|
| Argentina |
190.7 |
|
|
207.1 |
|
|
203.9 |
|
United Kingdom |
190.7 |
|
|
188.7 |
|
|
107.0 |
|
| Netherlands |
170.3 |
|
|
149.7 |
|
|
124.3 |
|
| Canada |
123.1 |
|
|
118.0 |
|
|
124.5 |
|
| Other |
1,497.4 |
|
|
1,441.2 |
|
|
1,363.6 |
|
| Subtotal |
3,485.3 |
|
|
3,391.5 |
|
|
3,075.9 |
|
| U.S. |
1,526.6 |
|
|
1,483.1 |
|
|
1,459.6 |
|
| Total |
$ |
5,011.9 |
|
|
4,874.6 |
|
|
4,535.5 |
|
(a)Revenues are recorded in the country where service is initiated or performed. No single customer represents more than 10% of total revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
Net assets outside the U.S. by Geographic Area |
|
|
|
Canada |
$ |
46.9 |
|
|
52.6 |
|
Latin America(a) |
750.4 |
|
|
782.8 |
|
Europe(a)(b) |
1,061.7 |
|
|
809.3 |
|
Middle East, Africa and Asia ("MEAA") (a)(b) |
606.5 |
|
|
562.4 |
|
| Total |
$ |
2,465.5 |
|
|
2,207.1 |
|
(a)Amounts include net assets of Corporate entities domiciled outside the U.S.
(b)European countries that primarily provide BGS services from our Rest of World segment are included in the Europe geographic area. The remainder of our Rest of World segment primarily represents operations in the MEAA geographic area.
Note 4 - Retirement Benefits
Defined-benefit Pension Plans
Summary
We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service. There are limits to the amount of benefits which can be paid to participants from a U.S. qualified pension plan. We maintain a nonqualified U.S. plan to pay benefits for those eligible current and former employees in the U.S. whose benefits exceed the regulatory limits. Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005.
Components of Net Periodic Pension Cost (Credit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
U.S. Plans |
|
Non-U.S. Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Service cost |
$ |
— |
|
|
— |
|
|
— |
|
|
$ |
8.7 |
|
|
7.6 |
|
|
8.1 |
|
|
$ |
8.7 |
|
|
7.6 |
|
|
8.1 |
|
| Interest cost on projected benefit obligation |
30.7 |
|
|
32.4 |
|
|
22.9 |
|
|
17.7 |
|
|
18.1 |
|
|
13.1 |
|
|
48.4 |
|
|
50.5 |
|
|
36.0 |
|
| Return on assets – expected |
(46.4) |
|
|
(47.2) |
|
|
(48.7) |
|
|
(11.4) |
|
|
(11.1) |
|
|
(12.7) |
|
|
(57.8) |
|
|
(58.3) |
|
|
(61.4) |
|
| Amortization of losses |
5.2 |
|
|
1.6 |
|
|
24.2 |
|
|
2.6 |
|
|
1.8 |
|
|
2.0 |
|
|
7.8 |
|
|
3.4 |
|
|
26.2 |
|
| Amortization of prior service cost |
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
| Curtailment gain |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
— |
|
|
— |
|
|
(0.5) |
|
Settlement loss(a) |
— |
|
|
— |
|
|
— |
|
|
1.1 |
|
|
— |
|
|
3.2 |
|
|
1.1 |
|
|
— |
|
|
3.2 |
|
| Net periodic pension cost (credit) |
$ |
(10.5) |
|
|
(13.2) |
|
|
(1.6) |
|
|
$ |
18.8 |
|
|
16.4 |
|
|
13.2 |
|
|
$ |
8.3 |
|
|
3.2 |
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Non-U.S. Plans settlement losses relate primarily to terminated employees that participate in a Mexican severance indemnity program ("Mexico Plan") that is accounted for as a defined benefit plan. Non-U.S. Plans settlement losses in 2023 related to terminated employees that participate in the Mexico Plan were offset by a settlement gain related to our defined benefit plan in Ireland, which was terminated during 2023. Plan settlement losses in 2022 relate primarily to lump-sum payouts in Canada as well as terminated employees that participate in the Mexico Plan that is accounted for as a defined benefit plan.
The components of net periodic pension cost and net periodic post-retirement cost other than the service cost component are included in interest and other nonoperating income (expense) in the consolidated statements of operations.
Obligations and Funded Status
Changes in the projected benefit obligation (“PBO”) and plan assets for our pension plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
U.S. Plans |
|
Non-U.S. Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| Benefit obligation at beginning of year |
$ |
629.2 |
|
|
627.2 |
|
|
383.1 |
|
|
334.7 |
|
|
1,012.3 |
|
|
961.9 |
|
| Service cost |
— |
|
|
— |
|
|
8.7 |
|
|
7.6 |
|
|
8.7 |
|
|
7.6 |
|
| Interest cost |
30.7 |
|
|
32.4 |
|
|
17.7 |
|
|
18.1 |
|
|
48.4 |
|
|
50.5 |
|
| Participant contributions |
— |
|
|
— |
|
|
0.6 |
|
|
0.5 |
|
|
0.6 |
|
|
0.5 |
|
| Plan amendments |
— |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
— |
|
|
0.5 |
|
| Plan combinations |
— |
|
|
— |
|
|
2.2 |
|
|
0.4 |
|
|
2.2 |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Curtailments |
— |
|
|
— |
|
|
0.1 |
|
|
(0.1) |
|
|
0.1 |
|
|
(0.1) |
|
| Settlements |
— |
|
|
— |
|
|
(0.9) |
|
|
(3.8) |
|
|
(0.9) |
|
|
(3.8) |
|
| Benefits paid |
(45.0) |
|
|
(45.2) |
|
|
(22.4) |
|
|
(21.4) |
|
|
(67.4) |
|
|
(66.6) |
|
Divestitures(a) |
— |
|
|
— |
|
|
— |
|
|
(3.7) |
|
|
— |
|
|
(3.7) |
|
Actuarial (gains) losses |
(29.2) |
|
|
14.8 |
|
|
(10.6) |
|
|
33.9 |
|
|
(39.8) |
|
|
48.7 |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
(30.7) |
|
|
16.4 |
|
|
(30.7) |
|
|
16.4 |
|
| Benefit obligation at end of year |
$ |
585.7 |
|
|
629.2 |
|
|
347.8 |
|
|
383.1 |
|
|
933.5 |
|
|
1,012.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of plan assets at beginning of year |
$ |
611.6 |
|
|
596.3 |
|
|
259.3 |
|
|
245.5 |
|
|
870.9 |
|
|
841.8 |
|
| Return on assets – actual |
20.4 |
|
|
59.9 |
|
|
2.9 |
|
|
20.9 |
|
|
23.3 |
|
|
80.8 |
|
| Participant contributions |
— |
|
|
— |
|
|
0.6 |
|
|
0.5 |
|
|
0.6 |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Plan combinations |
— |
|
|
— |
|
|
2.2 |
|
|
0.4 |
|
|
2.2 |
|
|
0.4 |
|
| Employer contributions |
0.7 |
|
|
0.6 |
|
|
13.7 |
|
|
12.8 |
|
|
14.4 |
|
|
13.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Settlements |
— |
|
|
— |
|
|
(0.9) |
|
|
(3.8) |
|
|
(0.9) |
|
|
(3.8) |
|
| Benefits paid |
(45.0) |
|
|
(45.2) |
|
|
(22.4) |
|
|
(21.4) |
|
|
(67.4) |
|
|
(66.6) |
|
Divestitures(a) |
— |
|
|
— |
|
|
— |
|
|
(3.7) |
|
|
— |
|
|
(3.7) |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
(16.9) |
|
|
8.1 |
|
|
(16.9) |
|
|
8.1 |
|
| Fair value of plan assets at end of year |
$ |
587.7 |
|
|
611.6 |
|
|
238.5 |
|
|
259.3 |
|
|
826.2 |
|
|
870.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Funded status |
$ |
2.0 |
|
|
(17.6) |
|
|
(109.3) |
|
|
(123.8) |
|
|
(107.3) |
|
|
(141.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Included in: |
|
|
|
|
|
|
|
|
|
|
|
| Noncurrent asset |
$ |
8.2 |
|
|
— |
|
|
12.7 |
|
|
15.1 |
|
|
20.9 |
|
|
15.1 |
|
| Current liability, included in accrued liabilities |
0.6 |
|
|
0.7 |
|
|
5.1 |
|
|
7.3 |
|
|
5.7 |
|
|
8.0 |
|
| Noncurrent liability |
5.6 |
|
|
16.9 |
|
|
116.9 |
|
|
131.6 |
|
|
122.5 |
|
|
148.5 |
|
Net pension (asset) liability |
$ |
(2.0) |
|
|
17.6 |
|
|
109.3 |
|
|
123.8 |
|
|
107.3 |
|
|
141.4 |
|
(a)During 2023, we terminated our defined-benefit pension plan in Ireland.
Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
U.S. Plans |
|
Non-U.S. Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| Benefit plan net actuarial losses recognized in accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
| Beginning of year |
$ |
(187.2) |
|
|
(186.7) |
|
|
(43.1) |
|
|
(18.9) |
|
|
(230.3) |
|
|
(205.6) |
|
Net actuarial gains (losses) arising during the year |
3.2 |
|
|
(2.1) |
|
|
2.0 |
|
|
(24.0) |
|
|
5.2 |
|
|
(26.1) |
|
| Reclassification adjustment for amortization of prior actuarial losses included in net income (loss) |
5.2 |
|
|
1.6 |
|
|
3.7 |
|
|
1.8 |
|
|
8.9 |
|
|
3.4 |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
4.0 |
|
|
(2.0) |
|
|
4.0 |
|
|
(2.0) |
|
| End of year |
$ |
(178.8) |
|
|
(187.2) |
|
|
(33.4) |
|
|
(43.1) |
|
|
(212.2) |
|
|
(230.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Benefit plan prior service cost recognized in accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
| Beginning of year |
$ |
— |
|
|
— |
|
|
(0.7) |
|
|
(0.1) |
|
|
(0.7) |
|
|
(0.1) |
|
| Prior service credit (cost) from plan amendments during the year |
— |
|
|
— |
|
|
— |
|
|
(0.5) |
|
|
— |
|
|
(0.5) |
|
| Reclassification adjustment for amortization of prior service cost included in net income (loss) |
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
|
— |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
0.1 |
|
|
(0.1) |
|
|
0.1 |
|
|
(0.1) |
|
| End of year |
$ |
— |
|
|
— |
|
|
(0.5) |
|
|
(0.7) |
|
|
(0.5) |
|
|
(0.7) |
|
U.S. Plans
The net actuarial gains of $3.2 million in 2024 and losses of $2.1 million in 2023 were mainly driven by changes in the primary U.S. pension plan. The 2024 net actuarial gains arose primarily from a higher discount rate at the end of the year ($27 million) and census data updates ($2 million), which was largely offset by lower actual return on assets than expected ($26 million). The 2023 net actuarial losses arose primarily from a lower discount rate at the end of the year ($18 million), which was largely offset by higher actual return on assets than expected ($13 million).
Non-U.S. Plans
The net actuarial gains of $2.0 million in 2024 were primarily due to a better liability experience ($11 million) driven by higher discount rates at the end of the year, which was mostly offset by actual return on assets being lower than expected ($9 million). The net actuarial losses of $24.0 million in 2023 were primarily due to lower discount rates at the end of the year ($30 million), largely offset by actual return on assets being higher than expected ($10 million).
Information Comparing Plan Assets to Plan Obligations
Information comparing plan assets to plan obligations as of December 31, 2024 and 2023 are aggregated below. The accumulated benefit obligation (“ABO”) differs from the PBO in that the ABO is based on the benefit earned through the date noted. The PBO includes assumptions about future compensation levels for plans that have not been frozen. The total ABO for our U.S. pension plans was $585.7 million in 2024 and $629.2 million in 2023. The total ABO for our Non-U.S. pension plans was $317.6 million in 2024 and $346.6 million in 2023.
Information for Pension Plans with an ABO in Excess of Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
U.S. Plans |
|
Non-U.S. Plans |
|
Total |
| December 31, |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of plan assets |
$ |
— |
|
|
611.6 |
|
|
92.0 |
|
|
86.1 |
|
|
92.0 |
|
|
697.7 |
|
| Accumulated benefit obligation |
6.2 |
|
|
629.2 |
|
|
191.2 |
|
|
196.7 |
|
|
197.4 |
|
|
825.9 |
|
| Projected benefit obligation |
6.2 |
|
|
629.2 |
|
|
214.0 |
|
|
223.6 |
|
|
220.2 |
|
|
852.8 |
|
Assumptions
The weighted-average assumptions used to determine the net pension cost and benefit obligations for our pension plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans |
|
Non-U.S. Plans |
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
| Discount rate: |
|
|
|
|
|
|
|
|
|
|
|
| Pension cost |
5.1 |
% |
|
5.4 |
% |
|
2.8 |
% |
|
4.9 |
% |
|
5.4 |
% |
|
2.8 |
% |
| Benefit obligation at year end |
5.6 |
% |
|
5.1 |
% |
|
5.4 |
% |
|
5.0 |
% |
|
4.9 |
% |
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
| Expected return on assets – pension cost |
7.00 |
% |
|
7.00 |
% |
|
7.00 |
% |
|
4.58 |
% |
|
4.59 |
% |
|
3.76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Average rate of increase in salaries(a): |
|
|
|
|
|
|
|
|
|
|
|
| Pension cost |
N/A |
|
N/A |
|
N/A |
|
2.0 |
% |
|
1.9 |
% |
|
1.6 |
% |
| Benefit obligation at year end |
N/A |
|
N/A |
|
N/A |
|
1.9 |
% |
|
2.0 |
% |
|
1.9 |
% |
(a)Salary scale assumptions are determined through historical experience and vary by age and industry. The U.S. plan benefits are frozen and will not increase due to future salary increases.
Mortality Tables for our U.S. Retirement Benefits
We use the Society of Actuaries base mortality tables for private sector plans, Pri-2012, and the Mercer modified MP-2021 projection scale, with a Blue Collar adjustment factor for the majority of our U.S. retirement plans and a White Collar adjustment factor for our nonqualified U.S. pension plan.
Estimated Future Cash Flows
Estimated Future Contributions from the Company into Plan Assets
Our policy is to fund at least the minimum actuarially determined amounts required by applicable regulations. We do not expect to make contributions to our primary U.S. pension plan in 2025. We expect to contribute $8.7 million to our non-U.S. pension plans and $0.6 million to our nonqualified U.S. pension plan in 2025.
Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2024, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
U.S. Plans |
|
Non-U.S. Plans |
|
Total |
|
|
|
|
|
|
| 2025 |
$ |
48.4 |
|
|
19.1 |
|
|
67.5 |
|
| 2026 |
48.3 |
|
|
19.2 |
|
|
67.5 |
|
| 2027 |
48.0 |
|
|
20.2 |
|
|
68.2 |
|
| 2028 |
47.5 |
|
|
22.9 |
|
|
70.4 |
|
| 2029 |
46.9 |
|
|
24.1 |
|
|
71.0 |
|
| 2030 through 2034 |
223.5 |
|
|
139.4 |
|
|
362.9 |
|
Retirement Benefits Other than Pensions
Summary
We provide retirement healthcare benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits related to our former U.S. coal operation include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.
Components of Net Periodic Postretirement Cost
The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
UMWA Plans |
|
Black Lung and Other Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Service cost |
$ |
— |
|
|
— |
|
|
— |
|
|
$ |
0.1 |
|
|
0.3 |
|
|
0.1 |
|
|
$ |
0.1 |
|
|
0.3 |
|
|
0.1 |
|
| Interest cost on APBO |
9.6 |
|
|
11.1 |
|
|
10.3 |
|
|
4.6 |
|
|
5.3 |
|
|
3.7 |
|
|
14.2 |
|
|
16.4 |
|
|
14.0 |
|
| Return on assets – expected |
(10.2) |
|
|
(10.3) |
|
|
(13.2) |
|
|
— |
|
|
— |
|
|
— |
|
|
(10.2) |
|
|
(10.3) |
|
|
(13.2) |
|
| Amortization of losses |
1.7 |
|
|
5.1 |
|
|
10.0 |
|
|
4.3 |
|
|
4.8 |
|
|
7.3 |
|
|
6.0 |
|
|
9.9 |
|
|
17.3 |
|
| Amortization of prior service credit |
(9.4) |
|
|
(11.0) |
|
|
(4.6) |
|
|
— |
|
|
(0.1) |
|
|
(0.3) |
|
|
(9.4) |
|
|
(11.1) |
|
|
(4.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic postretirement cost (credit) |
$ |
(8.3) |
|
|
(5.1) |
|
|
2.5 |
|
|
$ |
9.0 |
|
|
10.3 |
|
|
10.8 |
|
|
$ |
0.7 |
|
|
5.2 |
|
|
13.3 |
|
The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in interest and other nonoperating income (expense) in the consolidated statements of operations.
Obligations and Funded Status
Changes in the accumulated postretirement benefit obligation (“APBO’) and plan assets related to retirement healthcare benefits are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
UMWA Plans |
|
Black Lung and Other Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| APBO at beginning of year |
$ |
214.0 |
|
|
233.9 |
|
|
91.3 |
|
|
89.2 |
|
|
305.3 |
|
|
323.1 |
|
| Service cost |
— |
|
|
— |
|
|
0.1 |
|
|
0.3 |
|
|
0.1 |
|
|
0.3 |
|
| Interest cost |
9.6 |
|
|
11.1 |
|
|
4.6 |
|
|
5.3 |
|
|
14.2 |
|
|
16.4 |
|
| Plan amendments |
8.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
8.8 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Benefits paid |
(20.7) |
|
|
(19.8) |
|
|
(8.3) |
|
|
(8.0) |
|
|
(29.0) |
|
|
(27.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Actuarial (gains) losses, net |
(39.5) |
|
|
(11.2) |
|
|
(7.3) |
|
|
3.3 |
|
|
(46.8) |
|
|
(7.9) |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
(2.6) |
|
|
1.2 |
|
|
(2.6) |
|
|
1.2 |
|
| APBO at end of year |
$ |
172.2 |
|
|
214.0 |
|
|
77.8 |
|
|
91.3 |
|
|
250.0 |
|
|
305.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of plan assets at beginning of year |
$ |
136.1 |
|
|
139.0 |
|
|
— |
|
|
— |
|
|
136.1 |
|
|
139.0 |
|
| Return on assets – actual |
13.6 |
|
|
14.2 |
|
|
— |
|
|
— |
|
|
13.6 |
|
|
14.2 |
|
| Employer contributions |
— |
|
|
— |
|
|
8.3 |
|
|
8.0 |
|
|
8.3 |
|
|
8.0 |
|
Net transfers to (from) plan assets |
0.5 |
|
|
2.7 |
|
|
— |
|
|
— |
|
|
0.5 |
|
|
2.7 |
|
| Benefits paid |
(20.7) |
|
|
(19.8) |
|
|
(8.3) |
|
|
(8.0) |
|
|
(29.0) |
|
|
(27.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of plan assets at end of year |
$ |
129.5 |
|
|
136.1 |
|
|
— |
|
|
— |
|
|
129.5 |
|
|
136.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Funded status |
$ |
(42.7) |
|
|
(77.9) |
|
|
(77.8) |
|
|
(91.3) |
|
|
(120.5) |
|
|
(169.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Included in: |
|
|
|
|
|
|
|
|
|
|
|
| Current, included in accrued liabilities |
$ |
— |
|
|
— |
|
|
9.0 |
|
|
9.6 |
|
|
9.0 |
|
|
9.6 |
|
| Noncurrent |
42.7 |
|
|
77.9 |
|
|
68.8 |
|
|
81.7 |
|
|
111.5 |
|
|
159.6 |
|
| Retirement benefits other than pension liability |
$ |
42.7 |
|
|
77.9 |
|
|
77.8 |
|
|
91.3 |
|
|
120.5 |
|
|
169.2 |
|
Other Changes in Plan Assets and Benefit Recognized in Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) of our retirement benefit plans other than pensions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
UMWA Plans |
|
Black Lung and Other Plans |
|
Total |
| Years Ended December 31, |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| Benefit plan net actuarial gain (loss) recognized in accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
| Beginning of year |
$ |
(73.7) |
|
|
(93.9) |
|
|
(44.4) |
|
|
(45.5) |
|
|
(118.1) |
|
|
(139.4) |
|
| Net actuarial gains (losses) arising during the year |
42.9 |
|
|
15.1 |
|
|
7.3 |
|
|
(3.3) |
|
|
50.2 |
|
|
11.8 |
|
| Reclassification adjustment for amortization of prior actuarial losses included in net income (loss) |
1.7 |
|
|
5.1 |
|
|
4.3 |
|
|
4.8 |
|
|
6.0 |
|
|
9.9 |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
0.2 |
|
|
(0.4) |
|
|
0.2 |
|
|
(0.4) |
|
| End of year |
$ |
(29.1) |
|
|
(73.7) |
|
|
(32.6) |
|
|
(44.4) |
|
|
(61.7) |
|
|
(118.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Benefit plan prior service (cost) credit recognized in accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
| Beginning of year |
$ |
69.7 |
|
|
80.7 |
|
|
0.2 |
|
|
0.3 |
|
|
69.9 |
|
|
81.0 |
|
| Prior service credit from plan amendments during the year |
(8.8) |
|
|
— |
|
|
— |
|
|
— |
|
|
(8.8) |
|
|
— |
|
| Reclassification adjustment for amortization or curtailment of prior service cost included in net income (loss) |
(9.4) |
|
|
(11.0) |
|
|
— |
|
|
(0.1) |
|
|
(9.4) |
|
|
(11.1) |
|
| Foreign currency exchange effects |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| End of year |
$ |
51.5 |
|
|
69.7 |
|
|
0.2 |
|
|
0.2 |
|
|
51.7 |
|
|
69.9 |
|
UMWA Plans
The net actuarial gains of $42.9 million in 2024 arose primarily due to claims assumptions updates ($35 million), higher actual return on assets than expected ($3 million), and higher discount rate at the end of the year ($7 million), partially offset by payments higher than expected ($4 million). The net actuarial gains of $15.1 million in 2023 arose primarily due to claim assumptions updates ($17 million) and higher actual return on assets than expected ($4 million), which were partially offset by lower discount rate at the end of the year ($5 million). We recognized a prior service credit in 2022 associated with UMWA obligations due to a plan amendment that changed the medical plan to a group Medicare Advantage plan ($67 million), which reduced future expected net per capita claims costs.
Black Lung and Other Plans
We recognized net actuarial gains of $7.3 million in 2024. This was primarily due to a higher discount rate compared to the prior period ($4 million), and claims assumptions updates ($7 million), partially offset by census data updates ($4 million). We recognized net actuarial losses of $3.3 million in 2023. This was primarily due to a lower discount rate compared to the prior period ($2 million).
Assumptions
See Mortality Tables for our U.S. Retirement Benefits on page
83 for a description of the mortality assumptions.
The APBO for each of the plans was determined using the unit credit method and assumed rates as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Weighted-average discount rate: |
|
|
|
|
|
| Postretirement cost: |
|
|
|
|
|
| UMWA plans |
5.1 |
% |
|
5.4 |
% |
|
2.8 |
% |
| Black lung |
5.1 |
% |
|
5.4 |
% |
|
2.7 |
% |
| Weighted-average |
5.3 |
% |
|
5.6 |
% |
|
2.9 |
% |
| Benefit obligation at year end: |
|
|
|
|
|
| UMWA plans |
5.6 |
% |
|
5.1 |
% |
|
5.4 |
% |
| Black lung |
5.5 |
% |
|
5.1 |
% |
|
5.4 |
% |
| Weighted-average |
5.7 |
% |
|
5.3 |
% |
|
5.6 |
% |
| Expected return on assets |
8.00 |
% |
|
8.00 |
% |
|
8.00 |
% |
Healthcare Cost Trend Rates
For UMWA plans, the assumed healthcare cost trend rate used to compute the 2024 APBO is 6.5% for 2025, declining to 5.0% in 2031 and thereafter (in 2023: 6.8% for 2024 declining to 5.0% in 2031 and thereafter). For the black lung obligation, the assumed healthcare cost trend rate used to compute the 2024 APBO was 5.0% (in 2023: 5.0%). Other plans in the U.S. provide for fixed-dollar value coverage for eligible participants and, accordingly, are not adjusted for inflation.
For the Canadian plan, the assumed healthcare cost trend rate used to compute the 2024 APBO is 6.5% for 2025, declining to 5.0% in 2031 (in 2023: 6.8% for 2024, declining to 5.0% in 2031). For the Brazilian plan, the assumed healthcare cost trend rate used to compute the 2024 APBO is 4.8% (in 2023: 4.8%).
We provide healthcare benefits to our UMWA retirees who are eligible for the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) subsidy reimbursement under an employer group waiver plan (“EGWP”). Under this arrangement, a government approved health insurance provider receives the Medicare Act subsidy reimbursement on our behalf and passes these savings to us. Additionally, by providing healthcare benefits under an EGWP, we are able to benefit from the mandatory 50% discount that pharmaceutical companies must provide for Medicare Act-eligible prescription drugs.
In 2022, we amended our UWMA plans by transferring the majority of our retirees from a self-insured medical plan to a fully insured group Medicare Advantage plan starting in 2023. As a result, we updated our claims assumption for the plan amendment as of December 31, 2022, which reduced our obligation by $66.7 million and was recognized as a prior service credit as of December 31, 2022.
Cash Flows
Estimated Contributions from the Company to Plan Assets
Based on the funded status and assumptions at December 31, 2024, we expect the Company to contribute $9.0 million in cash to the plans to pay 2025 beneficiary payments for black lung and other plans. We do not expect to contribute cash to our UMWA plans in 2025 since we believe these plans have sufficient amounts held in trust to pay for beneficiary payments until 2040 based on actuarial assumptions. Our UMWA plans are not covered by ERISA or other funding laws or regulations that require these plans to meet funding ratios.
Estimated Future Benefit Payments from Plan Assets to Beneficiaries
Projected benefit payments of the plans in the next 10 years using assumptions in effect at December 31, 2024, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
UMWA Plans |
|
Black Lung and Other Plans |
|
Total |
|
|
|
|
|
|
| 2025 |
$ |
16.2 |
|
|
9.1 |
|
|
25.3 |
|
| 2026 |
16.0 |
|
|
8.4 |
|
|
24.4 |
|
| 2027 |
15.8 |
|
|
7.7 |
|
|
23.5 |
|
| 2028 |
15.7 |
|
|
7.0 |
|
|
22.7 |
|
| 2029 |
15.4 |
|
|
6.5 |
|
|
21.9 |
|
| 2030 through 2034 |
70.4 |
|
|
27.4 |
|
|
97.8 |
|
Retirement Plan Assets
U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
| (In millions, except for percentages) |
Fair Value Level |
|
Total Fair Value |
|
% Actual Allocation |
|
% Target Allocation |
|
Total Fair Value |
|
% Actual Allocation |
|
% Target Allocation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| U.S. Pension Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash equivalents and receivables |
|
|
$ |
3.8 |
|
|
— |
|
|
— |
|
|
3.8 |
|
|
— |
|
|
— |
|
| Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. large-cap(a) |
1 |
|
75.2 |
|
|
13 |
|
|
14 |
|
|
57.6 |
|
|
9 |
|
|
13 |
|
U.S. small/mid-cap(a) |
1 |
|
20.9 |
|
|
4 |
|
|
4 |
|
|
15.4 |
|
|
3 |
|
|
4 |
|
International(a) |
1 |
|
66.7 |
|
|
11 |
|
|
12 |
|
|
63.7 |
|
|
10 |
|
|
14 |
|
Emerging markets(b) |
1 |
|
— |
|
|
— |
|
|
— |
|
|
4.5 |
|
|
1 |
|
|
1 |
|
Dynamic asset allocation(c) |
1 |
|
— |
|
|
— |
|
|
— |
|
|
15.6 |
|
|
3 |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fixed-income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long duration - mutual fund(d) |
1 |
|
343.8 |
|
|
68 |
|
|
70 |
|
|
317.4 |
|
|
62 |
|
|
60 |
|
Long duration - Treasury strips(d) |
2 |
|
55.3 |
|
|
|
|
58.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other types of investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core property(g) (l) |
|
|
21.3 |
|
|
4 |
|
|
— |
|
|
33.0 |
|
|
5 |
|
|
2 |
|
Structured credit(h) (l) |
|
|
0.7 |
|
|
— |
|
|
— |
|
|
41.7 |
|
|
7 |
|
|
3 |
|
| Total |
|
|
$ |
587.7 |
|
|
100 |
|
|
100 |
|
|
611.6 |
|
|
100 |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| UMWA Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash equivalents and receivables |
|
|
$ |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. large-cap(a) |
1 |
|
29.3 |
|
|
23 |
|
|
24 |
|
|
29.3 |
|
|
22 |
|
|
24 |
|
U.S. small/mid-cap(a) |
1 |
|
13.3 |
|
|
10 |
|
|
11 |
|
|
13.2 |
|
|
10 |
|
|
11 |
|
International(a) |
1 |
|
30.7 |
|
|
24 |
|
|
26 |
|
|
32.1 |
|
|
24 |
|
|
26 |
|
Emerging markets(b) |
1 |
|
4.8 |
|
|
3 |
|
|
4 |
|
|
5.1 |
|
|
3 |
|
|
4 |
|
Dynamic asset allocation(c) |
1 |
|
8.6 |
|
|
7 |
|
|
7 |
|
|
8.9 |
|
|
7 |
|
|
7 |
|
| Fixed-income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
High yield(e) |
1 |
|
2.4 |
|
|
2 |
|
|
2 |
|
|
2.6 |
|
|
2 |
|
|
2 |
|
Emerging markets(f) |
1 |
|
4.8 |
|
|
4 |
|
|
4 |
|
|
5.1 |
|
|
4 |
|
|
4 |
|
Multi asset real return(i) |
1 |
|
6.0 |
|
|
4 |
|
|
5 |
|
|
6.1 |
|
|
4 |
|
|
5 |
|
| Other types of investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core property(g) (l) |
|
|
10.6 |
|
|
8 |
|
|
5 |
|
|
14.7 |
|
|
10 |
|
|
5 |
|
Structured credit(h) (l) |
|
|
10.0 |
|
|
8 |
|
|
5 |
|
|
8.3 |
|
|
6 |
|
|
5 |
|
Global private equity(j) (l) |
|
|
8.2 |
|
|
6 |
|
|
7 |
|
|
9.6 |
|
|
7 |
|
|
7 |
|
Energy debt(k) (l) |
|
|
0.8 |
|
|
1 |
|
|
— |
|
|
1.1 |
|
|
1 |
|
|
— |
|
| Total |
|
|
$ |
129.5 |
|
|
100 |
|
|
100 |
|
|
136.1 |
|
|
100 |
|
|
100 |
|
(a)These categories include a passively managed U.S. large-cap equity mutual fund, an actively managed U.S. small/mid-cap equity and a Non-U.S. equity mutual fund that track various indices such as the S&P 500 Index, the Russell 2500 Index and the MSCI All Country World Ex-U.S. Index.
(b)This category represents an actively managed mutual fund that invests primarily in equity securities of emerging market issuers. Emerging market countries are those countries that are characterized as developing or emerging by any of the World Bank, the United Nations, the International Finance Corporation, or the European Bank for Reconstruction and Development or included in an emerging markets index by a recognized index provider.
(c)This category represents an actively managed mutual fund that seeks to generate, over time, a total return in excess of the broad U.S. equity market by selecting investments from among a broad range of asset classes based upon the manager's expectations of risk and return. The fund’s allocations among asset classes may be adjusted over short periods and can vary from multiple to a single asset class.
(d)This category represents actively managed mutual funds that seek to duplicate the risk and return characteristics of an intermediate to a long-term fixed-income security portfolio with an approximate duration of 10 to15 years and longer. This is achieved by using an intermediate duration credit bond fund and a long duration credit bond mutual fund. This category also includes Treasury future contracts and zero-coupon securities created by the U.S. Treasury.
(e)This category represents an actively managed mutual fund that invests primarily in fixed-income securities rated below investment grade, including corporate bonds and debentures, convertible and preferred securities and zero-coupon obligations. The fund’s average weighted maturity may vary and will generally not exceed ten years.
(f)This category represents an actively managed mutual fund that invests primarily in U.S. dollar-denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers.
(g)This category represents an actively managed real estate fund of funds that seeks both current income and long-term capital appreciation through investing in underlying funds that acquire, manage, and dispose of commercial real estate properties. These properties are high-quality, low-leveraged, income-generating office, industrial, retail, and multi-family properties, generally fully-leased to creditworthy companies and governmental entities.
(h)This category invests primarily in a diversified portfolio comprised primarily of collateralized loan obligations and other structured credit investments backed primarily by bank loans.
(i)This category represents an actively managed mutual fund that invests primarily in fixed income and equity securities and commodity linked instruments. The category seeks total returns that exceed the rate of inflation over a full market cycle regardless of market conditions.
(j)This category will offer exposure to a diversified pool of global private assets fund investments. Further, the category will seek to shorten the duration of the typical private assets fund of funds through a dedicated focus on secondary strategies (i.e. funds whose investment strategy is to purchase interests in other private market investments/funds as a way to provide the original investors liquidity prior to the end of those investments’/funds’ contracted end date), income-producing investment strategies (e.g. debt, real estate, and to a lesser extent, real assets), and underlying funds whose stated life is five to seven years, as opposed to the more typical 10-year life of private assets funds.
(k)This category invests in credit securities of commodity oriented companies affected by the dislocation in the commodity markets with the investment objective of producing an equity like return with less downside risk than equity or commodity investments.
(l)In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
Assets of our U.S. plans are invested with an objective of maximizing the total return, taking into consideration the liabilities of the plan, and minimizing the risks that could create the need for excessive contributions. Plan assets are invested primarily using actively managed accounts with asset allocation targets listed in the tables above.
Our policy does not permit the purchase of Brink’s common stock if immediately after any such purchase the aggregate fair market value of the plan assets invested in Brink’s common stock exceeds 10% of the aggregate fair market value of the assets of the plan, except as permitted by an exemption under ERISA. The plans rebalance their assets on a quarterly basis if actual allocations of assets are outside predetermined ranges. Among other factors, the performance of asset groups and investment managers will affect the long-term rate of return.
In 2018, the UMWA plans re-locked their energy debt investment for another three years, which expired in 2022. We did not re-lock the energy debt investment as the fund intends to be fully liquidated by 2026.
The global private equity investment cannot be redeemed due to the nature of the underlying investments. As the global private equity investment matures and becomes fully invested, liquidating distributions will be provided back to investors. We expect to receive liquidating distributions over the stated life of the underlying investments. We have $4 million in unfunded commitments related to the global private equity investment.
Most of the investments of our U.S. retirement plans can be redeemed daily. The structured credit investments can be redeemed quarterly with 65 days’ notice. The core property fund investment can be redeemed quarterly with 105 days’ notice.
We believe all plans have sufficient liquidity to meet the needs of the plans' beneficiaries in all market scenarios.
Non-U.S. Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
| (In millions, except for percentages) |
Total Fair Value |
|
% Actual Allocation |
|
% Target Allocation |
|
Total Fair Value |
|
% Actual Allocation |
|
% Target Allocation |
| Non-U.S. Pension Plans |
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
$ |
0.5 |
|
|
— |
|
|
— |
|
|
0.9 |
|
|
— |
|
|
— |
|
| Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
U.S. equity funds(a) |
7.3 |
|
|
|
|
|
|
7.4 |
|
|
|
|
|
Canadian equity funds(a) |
1.8 |
|
|
|
|
|
|
1.6 |
|
|
|
|
|
European equity funds(a) |
0.6 |
|
|
|
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other global equity funds(a) |
8.1 |
|
|
|
|
|
|
9.6 |
|
|
|
|
|
| Total equity securities |
17.8 |
|
|
7 |
|
|
9 |
|
|
20.0 |
|
|
8 |
|
|
10 |
|
| Fixed-income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canadian fixed-income securities(b) |
49.7 |
|
|
|
|
|
|
55.4 |
|
|
|
|
|
European fixed-income funds(c) |
13.4 |
|
|
|
|
|
|
11.7 |
|
|
|
|
|
High-yield(d) |
0.3 |
|
|
|
|
|
|
0.7 |
|
|
|
|
|
Emerging markets(e) |
0.3 |
|
|
|
|
|
|
0.8 |
|
|
|
|
|
Long-duration(f) |
57.5 |
|
|
|
|
|
|
61.4 |
|
|
|
|
|
| Total fixed-income securities |
121.2 |
|
|
51 |
|
|
49 |
|
|
130.0 |
|
|
50 |
|
|
49 |
|
| Other types of investments: |
|
|
|
|
|
|
|
|
|
|
|
Guaranteed contract value(g) |
77.9 |
|
|
33 |
|
|
35 |
|
|
82.6 |
|
|
32 |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property funds(h) |
6.2 |
|
|
9 |
|
|
7 |
|
|
11.1 |
|
|
10 |
|
|
7 |
|
Global infrastructure fund(i) |
7.5 |
|
|
|
|
7.5 |
|
|
|
| Other |
7.4 |
|
|
|
|
7.2 |
|
|
|
| Total other types of investments |
99.0 |
|
|
|
|
|
|
108.4 |
|
|
|
|
|
| Total |
$ |
238.5 |
|
|
100 |
|
|
100 |
|
|
259.3 |
|
|
100 |
|
|
100 |
|
(a)These categories are comprised of equity index actively and passively managed funds that track various indices such as S&P 500 Composite Total Return Index, Russell 2500 Index, MSCI World Index, S&P/TSX Composite Index and others. Some of these funds use a dynamic asset allocation investment strategy seeking to generate total return over time by selecting investments from among a broad range of asset classes, investing primarily through the use of derivatives.
(b)This category seeks to duplicate the risk and return characteristics of an intermediate to a long-term fixed-income security portfolio with an approximate duration of 10 to15 years and longer. This is achieved by using a mix of actively managed fixed income mutual funds, which invest in bonds issued by Canadian issuers, as well as Canadian-dollar denominated zero-coupon securities issued by the Canadian Federal and Provincial governments, and agencies thereof.
(c)This category is primarily designed to generate income and exhibit volatility similar to that of the Sterling denominated bond market. This category primarily invests in investment grade or better securities.
(d)This category consists of global high-yield bonds. This category invests in lower rated and unrated fixed income, floating rate and other debt securities issued by European and American companies.
(e)This category consists of a diversified portfolio of debt securities issued by governments, financial institutions, companies or other entities domiciled in emerging market countries.
(f)This category is designed to achieve a return consistent with holding longer term debt instruments. This category invests in interest rate and inflation derivatives, government-issued bonds, real-return bonds, and futures contracts.
(g)This represents the guaranteed contract value of insurance contracts in the Netherlands pension plan.
(h)This category offers exposure to limited partnerships invested in diversified real estate, participating mortgages, and property for development and resale.
(i)This category is a limited partnership invested in fund of funds designed to acquire and maintain a diversified portfolio of global infrastructure investments (within targeted sub-sectors with varied maturities) that realizes a minimum of 10% annual return over a three-year rolling period.
Asset allocation strategies for our non-U.S. plans are designed to accumulate a diversified portfolio among markets and asset classes in order to reduce market risk and increase the likelihood that pension assets are available to pay benefits as they are due. Assets of non-U.S. pension plans are invested primarily using actively managed accounts. The weighted-average asset allocation targets are listed in the table above, and reflect limitations on types of investments held and allocations among assets classes, as required by local regulation or market practice of the country where the assets are invested.
Most of the investments of our non-U.S. retirement plans can be redeemed at least monthly, except for a portion of “Other” in the above table, which can be redeemed quarterly.
Non-U.S. Plans - Fair Value Measurements
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
December 31, 2024 |
|
December 31, 2023 |
|
|
|
|
| Quoted prices in active markets for identical assets (Level 1) |
$ |
89.6 |
|
|
95.2 |
|
| Significant other observable inputs (Level 2) |
43.4 |
|
|
49.3 |
|
Guaranteed contract value (Level 3)(a) |
77.9 |
|
|
82.6 |
|
Other insurance contract value (Level 3)(b) |
3.0 |
|
|
3.0 |
|
Net asset value per share practical expedient(c) |
24.6 |
|
|
29.2 |
|
| Total fair value |
$ |
238.5 |
|
|
259.3 |
|
(a)In 2020, we acquired operations in the Netherlands as part of the U.K.-based G4S plc ("G4S") acquisition. As a result, we acquired insurance contract assets related to the Netherlands pension plan. These investments are valued at the highest value available at year end, either the reported cash surrender value of the contract or the vested benefit obligation ("VBO"). The VBO for a defined benefit pension plan is the actuarial present value of the vested benefits to which the employee is currently entitled but based on the employee's expected date of separation or retirement. Both the cash surrender value and the VBO are determined based on unobservable inputs, which are contractually or actuarially determined, regarding returns, fees, the present value of the future cash flows of the contract and benefit obligations. The contract is classified as a Level 3 investment.
(b)In 2021, our Belgium plans invested in a traditional group insurance policy, where assets are invested in the insurers' main fund with a minimum guaranteed rate. The contracts are valued based on the weighted average return of each individual insured contract. The contract value is determined based on unobservable inputs. The contract is classified as a Level 3 investment.
(c)In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
Savings Plans
We sponsor various defined contribution plans to help eligible employees provide for retirement. We record expense for amounts that we contribute on behalf of employees, usually in the form of matching contributions. We matched the first 2% of employees' eligible contributions to our U.S. 401(k) plan. Our matching contribution expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
|
|
|
|
| Years Ended December 31, |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| U.S. 401(K) |
$ |
9.9 |
|
|
9.9 |
|
|
7.6 |
|
| Other plans |
13.3 |
|
|
10.7 |
|
|
11.5 |
|
| Total |
$ |
23.2 |
|
|
20.6 |
|
|
19.1 |
|
Note 5 - Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Income (loss) from continuing operations before income taxes |
|
|
|
|
|
| U.S. |
$ |
(39.3) |
|
|
1.8 |
|
|
(44.3) |
|
| Foreign |
305.6 |
|
|
234.0 |
|
|
270.5 |
|
| Income from continuing operations before income taxes |
$ |
266.3 |
|
|
235.8 |
|
|
226.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provision (benefit) for income taxes from continuing operations |
|
|
|
|
|
| Current tax expense (benefit) |
|
|
|
|
|
| U.S. federal |
$ |
1.0 |
|
|
2.7 |
|
|
2.8 |
|
| State |
3.4 |
|
|
4.0 |
|
|
1.6 |
|
| Foreign |
106.3 |
|
|
109.8 |
|
|
99.3 |
|
| Current tax expense |
110.7 |
|
|
116.5 |
|
|
103.7 |
|
|
|
|
|
|
|
| Deferred tax expense (benefit) |
|
|
|
|
|
| U.S. federal |
$ |
(25.0) |
|
|
30.4 |
|
|
(59.3) |
|
| State |
1.4 |
|
|
(4.0) |
|
|
(0.1) |
|
| Foreign |
5.6 |
|
|
(3.7) |
|
|
(2.9) |
|
| Deferred tax expense (benefit) |
(18.0) |
|
|
22.7 |
|
|
(62.3) |
|
| Provision for income taxes of continuing operations |
$ |
92.7 |
|
|
139.2 |
|
|
41.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Comprehensive provision (benefit) for income taxes allocable to |
|
|
|
|
|
| Continuing operations |
$ |
92.7 |
|
|
139.2 |
|
|
41.4 |
|
| Discontinued operations |
0.4 |
|
|
0.5 |
|
|
(0.9) |
|
| Other comprehensive income (loss) |
12.0 |
|
|
(4.5) |
|
|
55.9 |
|
|
|
|
|
|
|
| Comprehensive provision for income taxes |
$ |
105.1 |
|
|
135.2 |
|
|
96.4 |
|
Rate Reconciliation
The following table reconciles the difference between the actual tax rate on continuing operations and the statutory U.S. federal income tax rate of 21% for 2024, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In percentages) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| U.S. federal tax rate |
21.0 |
% |
|
21.0 |
% |
|
21.0 |
% |
| Increases (reductions) in taxes due to: |
|
|
|
|
|
| Foreign rate differential |
7.5 |
|
|
4.7 |
|
|
7.5 |
|
| Taxes on cross border income, net of credits |
2.9 |
|
|
7.9 |
|
|
6.9 |
|
|
|
|
|
|
|
| Adjustments to valuation allowances |
(2.8) |
|
|
18.5 |
|
|
(21.1) |
|
| Foreign income taxes |
(1.0) |
|
|
6.0 |
|
|
(0.7) |
|
|
|
|
|
|
|
| French business tax |
0.3 |
|
|
0.4 |
|
|
0.8 |
|
| State income taxes, net |
2.0 |
|
|
0.6 |
|
|
0.7 |
|
| Share-based compensation |
1.3 |
|
|
1.8 |
|
|
1.3 |
|
| Acquisition costs |
— |
|
|
0.2 |
|
|
— |
|
Nondeductible fines and penalties |
3.8 |
|
|
— |
|
|
— |
|
Other(a) |
(0.2) |
|
|
(2.1) |
|
|
1.9 |
|
| Actual income tax rate on continuing operations |
34.8 |
% |
|
59.0 |
% |
|
18.3 |
% |
(a)No individual item is above a 5% threshold.
Components of Deferred Tax Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Deferred tax assets |
|
|
|
| Pension liabilities |
$ |
26.9 |
|
|
41.0 |
|
| Retirement benefits other than pensions |
10.8 |
|
|
19.7 |
|
| Lease liabilities |
99.5 |
|
|
88.2 |
|
| Workers’ compensation and other claims |
26.3 |
|
|
27.1 |
|
| Property and equipment, net |
42.3 |
|
|
44.3 |
|
| Other assets and liabilities |
117.2 |
|
|
136.4 |
|
| Net operating loss carryforwards |
54.4 |
|
|
57.2 |
|
Interest limitations and other tax carryforwards(a) |
80.2 |
|
|
48.8 |
|
Foreign tax and other tax credits(b) |
61.1 |
|
|
61.8 |
|
| Subtotal |
518.7 |
|
|
524.5 |
|
| Valuation allowances |
(118.1) |
|
|
(128.0) |
|
| Total deferred tax assets |
400.6 |
|
|
396.5 |
|
|
|
|
|
| Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
| Right-of-use assets, net |
93.0 |
|
|
78.8 |
|
| Goodwill and other intangibles |
101.1 |
|
|
110.8 |
|
| Other assets and miscellaneous |
30.1 |
|
|
31.6 |
|
| Deferred tax liabilities |
224.2 |
|
|
221.2 |
|
| Net deferred tax asset |
$ |
176.4 |
|
|
175.3 |
|
|
|
|
|
| Included in: |
|
|
|
|
|
|
|
| Noncurrent assets |
$ |
239.2 |
|
|
231.8 |
|
|
|
|
|
| Noncurrent liabilities |
(62.8) |
|
|
(56.5) |
|
| Net deferred tax asset |
$ |
176.4 |
|
|
175.3 |
|
(a)U.S. interest limitation carryforward of $54.0 million has an unlimited carryforward and is not subject to a valuation allowance. In addition, foreign interest limitation and other tax carryforwards of $26.2 million have an unlimited carryforward and are subject to a full valuation allowance.
(b)U.S. foreign tax credits of $60.4 million expire in various years between 2025 and 2033 and other remaining credits of $0.5 million have various expiration periods. The U.S. foreign tax credits and other credits have a valuation allowance of $37.0 million.
Valuation Allowances
Valuation allowances relate to deferred tax assets for certain federal credit carryforwards, certain state and non-U.S. jurisdictions. Based on our analysis of positive and negative evidence including historical and expected future taxable earnings, and a consideration of available tax-planning strategies, we believe it is more-likely-than-not that we will realize the benefit of the existing deferred tax assets, net of valuation allowances, at December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Valuation allowances: |
|
|
|
|
|
| Beginning of year |
$ |
128.0 |
|
|
77.3 |
|
|
141.5 |
|
| Expiring tax credits |
(0.2) |
|
|
(0.1) |
|
|
(0.2) |
|
| Acquisitions and dispositions |
(0.1) |
|
|
(0.9) |
|
|
— |
|
Changes in judgment about deferred tax assets(a) |
1.3 |
|
|
32.5 |
|
|
(46.1) |
|
| Other changes in deferred tax assets, charged to: |
|
|
|
|
|
| Income from continuing operations |
(8.6) |
|
|
11.3 |
|
|
(1.4) |
|
|
|
|
|
|
|
| Other comprehensive income (loss) |
1.7 |
|
|
6.9 |
|
|
(13.9) |
|
|
|
|
|
|
|
| Foreign currency exchange effects |
(4.0) |
|
|
1.0 |
|
|
(2.6) |
|
| End of year |
$ |
118.1 |
|
|
128.0 |
|
|
77.3 |
|
(a)Changes in judgment about valuation allowances are based on a recognition threshold of “more-likely-than-not” of realizing beginning-of-year balances of deferred tax assets. Amounts are recognized in income from continuing operations. The 2022 change in judgment includes the impact of the U.S. final foreign tax credit regulations. We determined a significant amount of the post-2021 foreign withholding taxes would have been ineligible for U.S. foreign income tax credit treatment and therefore our U.S. operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit. As a result, we expected to be able to utilize a substantial amount of our foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration. The 2023 change in judgment includes the impact of Internal Revenue Notices which provide relief for foreign taxes paid in any taxable year beginning on or after December 28, 2021, and ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). We determined a significant amount of the post-2021 foreign withholding taxes will now be eligible for U.S. foreign income tax credit treatment and therefore our U.S. operations will annually be generating new foreign tax credits which should be creditable in the year generated. As a result, we no longer expect to be able to utilize a substantial amount of our foreign tax credit carryforwards to offset the future tax prior to their expiration.
Net Operating Losses
The gross amount of the net operating loss carryforwards as of December 31, 2024, was $398.0 million. The tax benefit of net operating loss carryforwards, before valuation allowances, as of December 31, 2024, was $54.4 million, and expires as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Federal |
|
State |
|
Foreign |
|
Total |
|
|
|
|
|
|
|
|
| Years of expiration |
|
|
|
|
|
|
|
2025-2029 |
$ |
— |
|
|
— |
|
|
2.1 |
|
|
2.1 |
|
2029-2033 |
— |
|
|
0.6 |
|
|
1.2 |
|
|
1.8 |
|
2034 and thereafter |
— |
|
|
10.7 |
|
|
5.7 |
|
|
16.4 |
|
| Unlimited |
— |
|
|
1.4 |
|
|
32.7 |
|
|
34.1 |
|
| |
$ |
— |
|
|
12.7 |
|
|
41.7 |
|
|
54.4 |
|
Uncertain Tax Positions
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Uncertain tax positions: |
|
|
|
|
|
| Beginning of year |
$ |
23.5 |
|
|
23.5 |
|
|
28.9 |
|
| Increases related to prior-year tax positions |
— |
|
|
2.1 |
|
|
1.2 |
|
| Decreases related to prior-year tax positions |
(1.3) |
|
|
(2.7) |
|
|
(2.9) |
|
| Increases related to current-year tax positions |
2.0 |
|
|
2.4 |
|
|
2.3 |
|
| Increases related to acquisitions |
0.8 |
|
|
— |
|
|
0.3 |
|
|
|
|
|
|
|
| Settlements |
(0.1) |
|
|
— |
|
|
(2.4) |
|
| Effect of the expiration of statutes of limitation |
(2.5) |
|
|
(2.5) |
|
|
(1.9) |
|
|
|
|
|
|
|
| Foreign currency exchange effects |
(0.8) |
|
|
0.7 |
|
|
(2.0) |
|
| End of year |
$ |
21.6 |
|
|
23.5 |
|
|
23.5 |
|
Included in the balance of unrecognized tax benefits at December 31, 2024, are potential benefits of approximately $18.2 million that, if recognized, will reduce the effective tax rate on income from continuing operations.
We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. We reverse interest and penalty accruals when a statute of limitation lapses or when we otherwise conclude the amounts should not be accrued. The impact of interest and penalties on the 2024, 2023 and 2022 tax provisions was not significant. We had accrued interest and penalties of $5.3 million at December 31, 2024, and $6.5 million at December 31, 2023.
We file income tax returns in the U.S. federal and various state and foreign jurisdictions. As of December 31, 2024, we are subject to U.S. Federal income tax examination by tax authorities for the taxable year ending December 31, 2019, but with few exceptions, we are no longer subject to any state and local, or non-U.S. income tax examinations by tax authorities for years before 2019. Additionally, due to statute of limitations expirations and audit settlements, it is reasonably possible that approximately $5.7 million of currently remaining unrecognized tax positions may be recognized by the end of 2025.
Note 6 - Property and Equipment
The following table presents our property and equipment that is classified as held and used:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Land |
$ |
47.6 |
|
|
54.3 |
|
| Buildings |
228.0 |
|
|
241.0 |
|
| Leasehold improvements |
284.8 |
|
|
291.2 |
|
| Vehicles |
777.9 |
|
|
805.0 |
|
Capitalized software(a) |
285.5 |
|
|
269.1 |
|
| DRS devices leased to customers |
282.8 |
|
|
278.6 |
|
| Other machinery and equipment |
709.3 |
|
|
694.2 |
|
|
2,615.9 |
|
|
2,633.4 |
|
| Accumulated depreciation and amortization |
(1,633.2) |
|
|
(1,620.1) |
|
| Property and equipment, net |
$ |
982.7 |
|
|
1,013.3 |
|
(a)Amortization of capitalized software costs included in continuing operations was $19.3 million in 2024, $15.5 million in 2023 and $16.1 million in 2022.
Note 7 - Acquisitions and Dispositions
We account for business combinations using the acquisition method. Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.
In 2024, we acquired three business operations in the North America, Latin America and Europe segments. The aggregate purchase consideration for these three acquisitions was approximately $27 million.
In 2022, we acquired United Kingdom-based business operations that manage ATMs (see "NoteMachine Limited Acquisition" section below) and a smaller business acquisition in the North America segment. The aggregate purchase consideration for these two acquisitions was approximately $209 million.
NoteMachine Limited Acquisition
On October 3, 2022, we acquired 100% of the capital stock of NoteMachine Limited and Testlink Services Limited. At the acquisition date, these two entities directly owned 100% of the ownership interests in three additional entities (collectively, the five entities are referred to as "NoteMachine"). We acquired the NoteMachine businesses for approximately $194 million. NoteMachine is based in the United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately $150 million in revenues in the twelve month period prior to the acquisition.
We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting for NoteMachine in the third quarter of 2023.
|
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|
|
|
(In millions) |
Estimated Fair Value at Acquisition Date |
|
|
| Fair value of purchase consideration |
|
|
|
| Purchase consideration, excluding contingent consideration |
$ |
179.4 |
|
Contingent consideration at acquisition-date fair value(a) |
14.8 |
|
| Fair value of purchase consideration |
$ |
194.2 |
|
|
|
| Fair value of net assets acquired |
|
|
|
| Cash |
$ |
6.8 |
|
| Restricted cash |
12.1 |
|
| Accounts receivable |
27.3 |
|
| Other current assets |
14.5 |
|
| Property and equipment, net |
38.2 |
|
Intangible assets(b) |
84.2 |
|
Goodwill(c) |
64.2 |
|
| Other noncurrent assets |
11.1 |
|
| Current liabilities |
(37.0) |
|
| Other noncurrent liabilities |
(27.2) |
|
| Fair value of net assets acquired |
$ |
194.2 |
|
(a)The contingent consideration has three components. The largest component was based on post-acquisition collections of ATM tax rate rebates from municipal governments in the U.K. The consideration was estimated at $10.5 million at the acquisition date. Through December 31, 2023, substantially all amounts were paid to the seller for this component. A smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through June 30, 2023. The consideration was estimated at $4.3 million at the acquisition date. The post-acquisition fee increases did not occur and the liability was derecognized in the second quarter of 2023 resulting in a $4.8 million gain classified as other operating income (expense) in the consolidated statements of operations.
(b)Intangible assets are composed of customer relationships ($47 million fair value and 13 year amortization period), developed technology ($27 million fair value and 12 year amortization period) and a trade name ($10 million fair value and 5 year amortization period).
(c)Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating NoteMachine's operations with our existing Brink's operations. Goodwill of $63 million has been assigned to the Europe reporting unit and goodwill of $1 million has been assigned to the North America reporting unit. We do not expect goodwill in these reporting units to be deductible for tax purposes.
Note 8 - Goodwill and Other Intangible Assets
Goodwill
Based on our management structure, we have four reporting units, which are equal to our operating segments:
•North America
•Latin America
•Europe
•Rest of World
We performed a goodwill impairment test on these reporting units as of October 1, 2024 and elected to forego the optional qualitative assessment and performed a quantitative goodwill impairment assessment instead. As a result of the evaluation, we concluded that goodwill was not impaired, and the fair value of each reporting unit exceeded its carrying value for all reporting units.
We completed these goodwill impairment tests, as well as the tests in the previous two years, with no impairment charges required.
The changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2024 and 2023 are as follows:
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|
|
December 31, 2024 |
| (In millions) |
Beginning Balance |
|
Acquisitions/
Dispositions
|
|
|
|
Currency |
|
Ending Balance |
|
|
|
|
|
|
|
|
|
|
| Goodwill: |
|
|
|
|
|
|
|
|
|
| North America |
$ |
477.7 |
|
|
9.4 |
|
|
|
|
(0.6) |
|
|
486.5 |
|
| Latin America |
230.8 |
|
|
3.3 |
|
|
|
|
(25.6) |
|
|
208.5 |
|
| Europe |
364.9 |
|
|
2.0 |
|
|
|
|
(18.8) |
|
|
348.1 |
|
| Rest of World |
400.4 |
|
|
— |
|
|
|
|
(8.6) |
|
|
391.8 |
|
| Total Goodwill |
$ |
1,473.8 |
|
|
14.7 |
|
|
|
|
(53.6) |
|
|
1,434.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
| (In millions) |
Beginning Balance |
|
Acquisitions/
Dispositions(a)
|
|
|
|
Currency |
|
Ending Balance |
|
|
|
|
|
|
|
|
|
|
| Goodwill: |
|
|
|
|
|
|
|
|
|
| North America |
$ |
477.5 |
|
|
— |
|
|
|
|
0.2 |
|
|
477.7 |
|
| Latin America |
220.3 |
|
|
— |
|
|
|
|
10.5 |
|
|
230.8 |
|
| Europe |
351.1 |
|
|
1.9 |
|
|
|
|
11.9 |
|
|
364.9 |
|
| Rest of World |
402.0 |
|
|
(0.5) |
|
|
|
|
(1.1) |
|
|
400.4 |
|
| Total Goodwill |
$ |
1,450.9 |
|
|
1.4 |
|
|
|
|
21.5 |
|
|
1,473.8 |
|
(a)Includes adjustments related to the finalization of valuations in prior year acquisitions ($1.9 million increase in Europe).
Intangible Assets
The following table summarizes our other intangible assets by category:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
|
| (In millions) |
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
|
Weighted-average amortization period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Customer relationships |
$ |
627.7 |
|
|
(271.2) |
|
|
356.5 |
|
|
$ |
648.0 |
|
|
(238.9) |
|
|
409.1 |
|
|
8.4 |
| Indefinite-lived trade names |
7.4 |
|
|
— |
|
|
7.4 |
|
|
9.1 |
|
|
— |
|
|
9.1 |
|
|
— |
|
| Finite-lived trade names |
39.7 |
|
|
(27.7) |
|
|
12.0 |
|
|
40.3 |
|
|
(22.5) |
|
|
17.8 |
|
|
2.2 |
| Developed technology |
64.8 |
|
|
(18.4) |
|
|
46.4 |
|
|
65.3 |
|
|
(13.0) |
|
|
52.3 |
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
4.0 |
|
|
(4.0) |
|
|
— |
|
|
4.3 |
|
|
(4.3) |
|
|
— |
|
|
— |
|
| Total |
$ |
743.6 |
|
|
(321.3) |
|
|
422.3 |
|
|
$ |
767.0 |
|
|
(278.7) |
|
|
488.3 |
|
|
|
Total amortization expense for our finite-lived intangible assets was $58.3 million in 2024 and $57.8 million in 2023. Our estimated aggregate amortization expense for finite-lived intangibles recorded at December 31, 2024, for the next five years is as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
|
|
|
|
|
|
|
|
|
| Amortization expense |
$ |
53.3 |
|
|
51.0 |
|
|
48.1 |
|
|
45.1 |
|
|
44.8 |
|
Note 9 - Prepaid Expenses and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Prepaid expenses |
$ |
164.4 |
|
|
177.0 |
|
Assets held for sale |
34.9 |
|
|
43.0 |
|
| Derivative instruments |
24.7 |
|
|
28.5 |
|
Sales-type lease inventory |
24.3 |
|
|
18.8 |
|
| Income tax receivable |
16.9 |
|
|
17.3 |
|
| Other |
48.8 |
|
|
41.1 |
|
| Prepaid expenses and other |
$ |
314.0 |
|
|
325.7 |
|
Note 10 - Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Sale-type lease receivables |
$ |
97.4 |
|
|
82.3 |
|
| Deposits |
27.9 |
|
|
30.4 |
|
| Loans held for investment (see Note 20) |
16.4 |
|
|
25.2 |
|
| Marketable securities |
31.3 |
|
|
16.9 |
|
| Prepaid pension assets |
20.9 |
|
|
15.1 |
|
Contract assets |
17.6 |
|
|
9.0 |
|
| Other |
89.7 |
|
|
89.7 |
|
| Other assets |
$ |
301.2 |
|
|
268.6 |
|
Note 11 - Accumulated Other Comprehensive Income (Loss)
The following tables provide the components of other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive income (loss) into earnings:
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Arising During the Current Period |
|
Amounts Reclassified to Net Income (Loss) |
|
|
| (In millions) |
Pretax |
|
Income Tax |
|
Pretax |
|
Income Tax |
|
Total Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to Brink's: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
$ |
50.5 |
|
|
(10.8) |
|
|
5.6 |
|
|
(3.5) |
|
|
41.8 |
|
| Foreign currency translation adjustments |
(178.8) |
|
|
(6.2) |
|
|
(4.6) |
|
|
1.1 |
|
|
(188.5) |
|
Gains (losses) on available-for-sale securities |
(2.1) |
|
|
0.8 |
|
|
(4.6) |
|
|
4.4 |
|
|
(1.5) |
|
| Gains (losses) on cash flow hedges |
15.6 |
|
|
(2.2) |
|
|
(17.7) |
|
|
4.4 |
|
|
0.1 |
|
| |
(114.8) |
|
|
(18.4) |
|
|
(21.3) |
|
|
6.4 |
|
|
(148.1) |
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
0.1 |
|
|
— |
|
|
(0.3) |
|
|
— |
|
|
(0.2) |
|
| Foreign currency translation adjustments |
(0.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.3) |
|
| |
(0.2) |
|
|
— |
|
|
(0.3) |
|
|
— |
|
|
(0.5) |
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a) |
50.6 |
|
|
(10.8) |
|
|
5.3 |
|
|
(3.5) |
|
|
41.6 |
|
Foreign currency translation adjustments(b) |
(179.1) |
|
|
(6.2) |
|
|
(4.6) |
|
|
1.1 |
|
|
(188.8) |
|
Gains (losses) on available-for-sale securities(c) |
(2.1) |
|
|
0.8 |
|
|
(4.6) |
|
|
4.4 |
|
|
(1.5) |
|
Gains (losses) on cash flow hedges(d) |
15.6 |
|
|
(2.2) |
|
|
(17.7) |
|
|
4.4 |
|
|
0.1 |
|
| |
$ |
(115.0) |
|
|
(18.4) |
|
|
(21.6) |
|
|
6.4 |
|
|
(148.6) |
|
|
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to Brink's: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
$ |
(17.4) |
|
|
4.3 |
|
|
2.2 |
|
|
(0.6) |
|
|
(11.5) |
|
| Foreign currency translation adjustments |
65.6 |
|
|
4.0 |
|
|
(5.2) |
|
|
1.2 |
|
|
65.6 |
|
Gains (losses) on available-for-sale securities |
(0.8) |
|
|
(3.7) |
|
|
5.0 |
|
|
(1.7) |
|
|
(1.2) |
|
| Gains (losses) on cash flow hedges |
1.9 |
|
|
(0.8) |
|
|
(11.3) |
|
|
1.8 |
|
|
(8.4) |
|
| |
49.3 |
|
|
3.8 |
|
|
(9.3) |
|
|
0.7 |
|
|
44.5 |
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
— |
|
|
— |
|
|
(0.1) |
|
|
— |
|
|
(0.1) |
|
| Foreign currency translation adjustments |
(2.2) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.2) |
|
| |
(2.2) |
|
|
— |
|
|
(0.1) |
|
|
— |
|
|
(2.3) |
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a) |
(17.4) |
|
|
4.3 |
|
|
2.1 |
|
|
(0.6) |
|
|
(11.6) |
|
Foreign currency translation adjustments(b) |
63.4 |
|
|
4.0 |
|
|
(5.2) |
|
|
1.2 |
|
|
63.4 |
|
Gains (losses) on available-for-sale securities(c) |
(0.8) |
|
|
(3.7) |
|
|
5.0 |
|
|
(1.7) |
|
|
(1.2) |
|
Gains (losses) on cash flow hedges(d) |
1.9 |
|
|
(0.8) |
|
|
(11.3) |
|
|
1.8 |
|
|
(8.4) |
|
| |
$ |
47.1 |
|
|
3.8 |
|
|
(9.4) |
|
|
0.7 |
|
|
42.2 |
|
See page
99 for footnote explanations.
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Arising During the Current Period |
|
Amounts Reclassified to Net Income (Loss) |
|
|
|
Pretax |
|
Income Tax |
|
Pretax |
|
Income Tax |
|
Total Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to Brink's: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
$ |
197.3 |
|
|
(45.4) |
|
|
41.5 |
|
|
(10.1) |
|
|
183.3 |
|
| Foreign currency translation adjustments |
(6.5) |
|
|
2.7 |
|
|
(5.8) |
|
|
1.4 |
|
|
(8.2) |
|
Gains (losses) on available-for-sale securities |
(1.2) |
|
|
0.5 |
|
|
0.3 |
|
|
(0.1) |
|
|
(0.5) |
|
| Gains (losses) on cash flow hedges |
25.2 |
|
|
(0.8) |
|
|
12.4 |
|
|
(4.1) |
|
|
32.7 |
|
| |
214.8 |
|
|
(43.0) |
|
|
48.4 |
|
|
(12.9) |
|
|
207.3 |
|
|
|
|
|
|
|
|
|
|
|
| Amounts attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
| Benefit plan adjustments |
0.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
| Foreign currency translation adjustments |
(6.7) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6.7) |
|
| |
(6.3) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6.3) |
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
Benefit plan adjustments(a) |
197.7 |
|
|
(45.4) |
|
|
41.5 |
|
|
(10.1) |
|
|
183.7 |
|
Foreign currency translation adjustments(b) |
(13.2) |
|
|
2.7 |
|
|
(5.8) |
|
|
1.4 |
|
|
(14.9) |
|
Gains (losses) on available-for-sale securities(c) |
(1.2) |
|
|
0.5 |
|
|
0.3 |
|
|
(0.1) |
|
|
(0.5) |
|
Gains (losses) on cash flow hedges(d) |
25.2 |
|
|
(0.8) |
|
|
12.4 |
|
|
(4.1) |
|
|
32.7 |
|
| |
$ |
208.5 |
|
|
(43.0) |
|
|
48.4 |
|
|
(12.9) |
|
|
201.0 |
|
(a)The amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income (loss). Net periodic retirement benefit cost also includes service cost, interest cost, expected returns on assets, and settlement costs. Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other nonoperating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Total net periodic retirement benefit cost included in: |
|
|
|
|
|
| Cost of revenues |
$ |
6.8 |
|
|
5.9 |
|
|
6.3 |
|
| Selling, general and administrative expenses |
2.1 |
|
|
2.0 |
|
|
1.9 |
|
| Interest and other nonoperating income (expense) |
0.1 |
|
|
0.5 |
|
|
16.7 |
|
(b)2024 foreign currency translation adjustment amounts reflect primarily the devaluation of the Mexican peso, the Brazilian real, the Canadian dollar, the Colombian peso, the Chilean peso, and the euro. 2023 foreign currency translation adjustment amounts reflect primarily the appreciation of the Mexican peso, the Brazilian real, the British pound, and the euro. 2022 foreign currency translation adjustment amounts reflect primarily the devaluation of the British pound and the Chilean peso, partially offset by appreciation of the Mexican peso and the Brazilian real.
(c)Unrealized gains and losses on available-for-sale debt securities are initially recognized in accumulated other comprehensive income (loss). When sold, gains and losses are then realized and reclassified to the consolidated statement of operations in the same period. Pretax amounts are classified in the consolidated statements of operations as interest and other income (expense). We realized a $4.6 million gain in 2024, a $5.0 million loss in 2023, and a $0.3 million loss in 2022 on sales of available-for-sale debt securities.
(d)Pretax gains and losses on cash flow hedges are classified in the consolidated statements of operations as
•other operating income (expense) (no gain or loss in 2024, $7.8 million loss in 2023 and $8.9 million loss in 2022.)
•interest expense ($17.7 million reduction to expense in 2024 and $19.1 million in 2023 and $3.5 million of expense in 2022.)
The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Benefit Plan Adjustments |
|
Foreign Currency Translation Adjustments |
|
Gains (Losses) on Available-for-Sale Securities |
|
Gains (Losses) on Cash Flow Hedges |
|
Total |
| Balance as of December 31, 2021 |
$ |
(474.0) |
|
|
(425.7) |
|
|
(0.1) |
|
|
(8.1) |
|
|
(907.9) |
|
| Other comprehensive income (loss) before reclassifications |
151.9 |
|
|
(3.8) |
|
|
(0.7) |
|
|
24.4 |
|
|
171.8 |
|
| Amounts reclassified from accumulated other comprehensive loss to net income (loss) |
31.4 |
|
|
(4.4) |
|
|
0.2 |
|
|
8.3 |
|
|
35.5 |
|
| Other comprehensive income (loss) attributable to Brink's |
183.3 |
|
|
(8.2) |
|
|
(0.5) |
|
|
32.7 |
|
|
207.3 |
|
|
|
|
|
|
|
|
|
|
|
| Acquisitions of noncontrolling interests |
— |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
0.1 |
|
| Balance as of December 31, 2022 |
(290.7) |
|
|
(433.8) |
|
|
(0.6) |
|
|
24.6 |
|
|
(700.5) |
|
| Other comprehensive income (loss) before reclassifications |
(13.1) |
|
|
69.6 |
|
|
(4.5) |
|
|
1.1 |
|
|
53.1 |
|
| Amounts reclassified from accumulated other comprehensive loss to net income (loss) |
1.6 |
|
|
(4.0) |
|
|
3.3 |
|
|
(9.5) |
|
|
(8.6) |
|
| Other comprehensive income (loss) attributable to Brink's |
(11.5) |
|
|
65.6 |
|
|
(1.2) |
|
|
(8.4) |
|
|
44.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2023 |
(302.2) |
|
|
(368.2) |
|
|
(1.8) |
|
|
16.2 |
|
|
(656.0) |
|
| Other comprehensive income (loss) before reclassifications |
39.7 |
|
|
(185.0) |
|
|
3.1 |
|
|
13.4 |
|
|
(128.8) |
|
| Amounts reclassified from accumulated other comprehensive loss to net income (loss) |
2.1 |
|
|
(3.5) |
|
|
(4.6) |
|
|
(13.3) |
|
|
(19.3) |
|
| Other comprehensive income (loss) attributable to Brink's |
41.8 |
|
|
(188.5) |
|
|
(1.5) |
|
|
0.1 |
|
|
(148.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2024 |
$ |
(260.4) |
|
|
(556.7) |
|
|
(3.3) |
|
|
16.3 |
|
|
(804.1) |
|
Note 12 - Fair Value of Financial Instruments
Investments in Marketable Securities
We have investments in mutual funds, equity securities and available-for-sale debt securities that are carried at fair value in the financial statements and are included in other assets on the consolidated balance sheet. For these investments, fair value was based on quoted market prices, which we have categorized as a Level 1 valuation.
Fixed-Rate Debt
The fair value and carrying value of our material fixed-rate debt, excluding any unamortized debt issuance costs, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| 2025 Senior Unsecured Notes |
|
|
|
Carrying value(a) |
$ |
— |
|
|
400.0 |
|
| Fair value |
— |
|
|
382.0 |
|
|
|
|
|
| 2027 Senior Unsecured Notes |
|
|
|
| Carrying value |
$ |
600.0 |
|
|
600.0 |
|
| Fair value |
558.7 |
|
|
554.6 |
|
|
|
|
|
| 2029 Senior Unsecured Notes |
|
|
|
| Carrying value |
$ |
400.0 |
|
|
— |
|
| Fair value |
399.0 |
|
|
— |
|
|
|
|
|
| 2032 Senior Unsecured Notes |
|
|
|
| Carrying value |
$ |
400.0 |
|
|
— |
|
| Fair value |
397.2 |
|
|
— |
|
(a)The 2025 Senior Unsecured Notes were redeemed in the third quarter of 2024 (see Note 15).
Pricing inputs for nonpublic debt are often not observable. The fair value estimates of our senior notes reflect unobservable estimates and assumptions, which we have categorized as a Level 3 valuation. Our fair value estimates were based on the present value of future cash flows, discounted at rates for public debt at the measurement date. The rates for public debt were additionally adjusted for a factor which represented the change in the interest spreads between the inception rates and the public debt rates at the measurement date.
Forward and Swap Contracts
The fair values of our forward and swap contracts are based on the present value of net future cash payments and receipts, as well as inputs
related to forward interest rates and forward currency rates that are derived principally from, or corroborated by, observable market data,
which we have categorized as a Level 2 valuation.
Economic Hedges
We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At December 31, 2024, the notional value of our outstanding foreign currency forward and swap contracts was $1,158 million, with average maturities of approximately one month. These foreign currency forward and swap contracts primarily offset exposures in the euro, the Mexican peso, and the British pound and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings.
Cash flows related to economic hedges are reported in the consolidated statements of cash flows based on the nature of the underlying items being hedged. For the periods presented, such cash flows are reported in operating activities or investing activities.
The fair value of these contracts were recognized in the consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
Prepaid expenses and other |
$ |
19.0 |
|
|
8.7 |
|
Accrued liabilities |
(10.1) |
|
|
(9.8) |
|
Net asset (liability) |
$ |
8.9 |
|
|
(1.1) |
|
|
|
|
|
|
|
|
|
Amounts under these contracts were recognized in other operating income (expense) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Derivative instrument gains (losses) included in other operating income (expense)(a) |
$ |
(11.0) |
|
|
21.3 |
|
|
42.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Derivative instrument losses in 2024 and derivative instrument gains in 2023 were driven primarily by the impacts of forward currency contracts to hedge exposure to the Mexican peso. Derivative instrument gains in 2022 were primarily attributable to the impacts of forward currency contracts to hedge exposure to the euro.
Net Investment Hedges
We have entered into cross currency swaps and foreign exchange forward swap contracts to hedge a portion of our net investments in certain of our subsidiaries with euro and Hong Kong dollar functional currencies. We elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges for accounting purposes. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of the cross currency swaps.
In 2022, we terminated the cross currency swap contracts hedging a portion of our net investment in certain euro functional currency subsidiaries and received $67 million in cash for the fair value of the derivative assets at the settlement date. We subsequently entered into new cross currency swaps which also hedge a portion of our net investment in certain euro functional currency subsidiaries.
In 2023, we entered into a zero cost foreign exchange collar contract with a $215 million notional amount and a May 2026 expiration date. We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $215 million notional cross currency swaps. Upon the execution of the zero cost foreign exchange collar contract, we de-designated the existing $215 million notional cross currency swaps and re-designated the combined $215 million notional cross currency swaps and zero cost collar into a new hedging instrument. At re-designation, the existing $215 million notional cross currency swaps had a non-zero fair value representing an off-market component of the participating cross currency swaps. The off-market value is being ratably amortized into earnings through May 2026. The combined cross currency swaps and zero cost collar has been designated as a net investment hedge for accounting purposes.
The fair value of these contracts were recognized in the consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
Euro net investment hedge(a) |
|
|
|
Prepaid expenses and other |
$ |
5.7 |
|
|
5.6 |
|
Other noncurrent liabilities |
(21.7) |
|
|
(40.2) |
|
|
|
|
|
Zero cost collar |
|
|
|
Other noncurrent asset |
$ |
3.1 |
|
|
0.1 |
|
|
|
|
|
Hong Kong dollar net investment hedge(b) |
|
|
|
Prepaid expenses and other |
$ |
0.1 |
|
|
0.1 |
|
|
|
|
|
Net asset (liability) |
$ |
(12.8) |
|
|
(34.4) |
|
(a)At December 31, 2024, swaps with a total notional value of $215 million will terminate in May 2026 and have a weighted average maturity of 1.1 years. Swaps with a total notional value of $185 million will terminate in April 2031 and have a weighted average maturity of 5.3 years.
(b)At December 31, 2024, the total notional value was $55 million with a weighted average maturity of 0.9 years.
The effect of the amortization of the spot-forward difference on the net investment hedges cross currency swaps and foreign exchange forward swap contract is included as a benefit in interest expense as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Cross currency swaps designated as net investment hedges |
$ |
(4.6) |
|
|
(5.2) |
|
|
(5.8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows related to the amortization of the off-market component of net investment hedges are reported in investing activities. Cash flows from the termination and final settlement of net investment hedges are reported in investing activities. All other cash flows from net investment hedges are reported in operating activities.
Interest Rate Swaps - Cash Flow Hedges
We have periodically entered into interest rate swaps to hedge cash flow risk associated with changes in variable interest rates and we have designated the interest rate swaps as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.
The fair values of our interest rate swaps were recognized in the consolidated balance sheet as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
$400 million notional - June 2027 maturity(a) |
|
|
|
Prepaid expenses and other |
$ |
— |
|
|
5.4 |
|
Other noncurrent assets |
— |
|
|
0.3 |
|
|
|
|
|
$200 million notional - June 2027 maturity(a) |
|
|
|
Prepaid expenses and other |
$ |
— |
|
|
5.8 |
|
Other noncurrent assets |
— |
|
|
6.4 |
|
|
|
|
|
$175 million notional - June 2027 maturity(a) |
|
|
|
Prepaid expenses and other |
$ |
— |
|
|
1.9 |
|
Other noncurrent liabilities |
— |
|
|
(1.8) |
|
|
|
|
|
$400 million notional - January 2024 maturity |
|
|
|
| Prepaid expenses and other |
$ |
— |
|
|
1.1 |
|
(a)These interest rate swaps were terminated in the fourth quarter of 2024 and we received approximately $19 million in cash proceeds upon termination. The cash proceeds for terminating the swaps were reported as cash flows from operating activities.
Amounts under these contracts were recognized in interest expense as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Impact to interest expense - (benefit) cost |
$ |
(17.7) |
|
|
(19.9) |
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows related to interest rate swaps are reported as operating activities.
Cross Currency Swap - Cash Flow Hedge
In the first quarter of 2019, we entered into a long term cross currency swap contract to hedge exposure in Brazilian real. This cross currency swap contract matured and was fully settled in the fourth quarter of 2023. The swap contract was designated as a cash flow hedge for accounting purposes and changes in the fair value of the cash flow hedge were initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We immediately reclassified from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan. Additionally, we reclassified amounts from accumulated other comprehensive income (loss) to interest expense that were associated with the interest rate differential between a U.S. dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.
Before final settlement occurred in the fourth quarter of 2023, amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Derivative instrument losses included in other operating income (expense) |
$ |
— |
|
|
(7.9) |
|
|
(8.9) |
|
|
|
|
|
|
|
Offsetting transaction gains |
— |
|
|
7.9 |
|
|
8.9 |
|
|
|
|
|
|
|
| Derivative instrument losses included in interest expense |
— |
|
|
(0.8) |
|
|
(1.3) |
|
|
|
|
|
|
|
Net derivative instrument losses |
$ |
— |
|
|
(8.7) |
|
|
(10.2) |
|
Contingent Consideration
In the second quarter of 2020, we acquired cash management operations in Malaysia from U.K.-based G4S Plc ("G4S") and have recorded a payable for contingent consideration. The contingent consideration will be paid when minimum dividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date. We used a probability-weighted approach to estimate the fair value of the contingent consideration. The fair value of the contingent consideration is the full $22 million that remains potentially payable as of December 31, 2024 as we believe it is unlikely that the contingent consideration payments will be reduced.
Other Financial Instruments
Other financial instruments include cash and cash equivalents, accounts receivable, floating rate debt, accounts payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.
There were no transfers in or out of any of the levels of the valuation hierarchy in 2024.
Note 13 - Accrued Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
Cash supply chain deposit liability(a) |
$ |
166.5 |
|
|
167.8 |
|
| Payroll and other employee liabilities |
151.2 |
|
|
151.9 |
|
| Taxes, except income taxes |
134.0 |
|
|
134.9 |
|
Cash held by cash management services operations(b) |
81.3 |
|
|
166.2 |
|
| Operating lease liabilities |
78.2 |
|
|
79.5 |
|
| Workers’ compensation and other claims |
60.6 |
|
|
31.7 |
|
DOJ/FinCEN investigations(c) |
42.0 |
|
|
— |
|
| Accrued interest |
28.2 |
|
|
34.5 |
|
| Income taxes payable |
28.0 |
|
|
37.8 |
|
| ATM surcharge/interchange payables |
28.0 |
|
|
27.7 |
|
| Contract liability |
15.0 |
|
|
21.4 |
|
Retirement benefits |
14.7 |
|
|
17.6 |
|
| Derivative instruments |
10.1 |
|
|
9.8 |
|
Chile antitrust matter(d) |
9.9 |
|
|
10.3 |
|
|
|
|
|
|
|
|
|
| Other |
210.4 |
|
|
235.8 |
|
| Accrued liabilities |
$ |
1,058.1 |
|
|
1,126.9 |
|
(a)In France, we offer services to certain customers requiring us to take temporary title to the cash received from the management of our customers' cash supply chains. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.
(b)Title to cash received and processed in certain of our secure cash management services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we record a liability while the cash is in our possession.
(c)See Note 23 for more information on the DOJ/FinCEN investigations matters.
(d)See Note 23 for more information on the Chile antitrust matter.
Note 14 - Other Long-term Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Workers’ compensation and other claims |
$ |
75.7 |
|
|
72.6 |
|
|
|
|
|
| Asset retirement and remediation obligations |
33.8 |
|
|
33.3 |
|
| Acquisition-related obligations |
23.3 |
|
|
22.8 |
|
| Derivative instruments |
21.7 |
|
|
42.0 |
|
| Noncurrent tax liabilities |
18.0 |
|
|
21.8 |
|
| Deferred compensation |
12.6 |
|
|
12.0 |
|
| Post-employment benefits |
6.5 |
|
|
6.4 |
|
| Other |
40.0 |
|
|
33.7 |
|
Other long-term liabilities |
$ |
231.6 |
|
|
244.6 |
|
Note 15 - Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Debt: |
|
|
|
| Short-term borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (year end weighted average interest rate of 6.5% in 2024 and 6.5% in 2023) |
$ |
149.3 |
|
|
151.7 |
|
| Total short-term borrowings |
$ |
149.3 |
|
|
151.7 |
|
|
|
|
|
| Long-term debt |
|
|
|
| Bank credit facilities: |
|
|
|
Term loans (year-end weighted average interest rate of 6.2% in 2024 and 7.0% in 2023) |
|
|
|
less unamortized issuance cost of $2.8 million in 2024 and $4.0 million in 2023 |
$ |
1,292.2 |
|
|
1,343.5 |
|
Senior unsecured notes (year-end effective interest rate of 4.6% for "2027 Senior Unsecured Notes", 6.5% for "2029 Senior Unsecured Notes" and 6.8% for "2032 Senior Unsecured Notes" in 2024 and 5.5% for "2025 Senior Unsecured Notes" and 4.6% for "2027 Senior Unsecured Notes" in 2023) |
|
|
|
less unamortized issuance cost of $12.2 million in 2024 and $5.6 million in 2023 |
1,387.8 |
|
|
994.4 |
|
Revolving Credit Facility (year-end weighted average interest rate of 6.2% in 2024 and 6.3% in 2023) |
399.7 |
|
|
542.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other facilities (year-end weighted-average interest rate of 5.8% in 2024 and 5.9% in 2023)(a) |
432.1 |
|
|
265.8 |
|
Financing leases (year-end weighted-average interest rate of 6.7% in 2024 and 6.2% in 2023) |
235.1 |
|
|
233.8 |
|
| Total long-term debt |
$ |
3,746.9 |
|
|
3,379.6 |
|
|
|
|
|
| Total Debt |
$ |
3,896.2 |
|
|
3,531.3 |
|
|
|
|
|
| Included in: |
|
|
|
| Current liabilities |
$ |
291.0 |
|
|
268.8 |
|
| Noncurrent liabilities |
3,605.2 |
|
|
3,262.5 |
|
| Total debt |
$ |
3,896.2 |
|
|
3,531.3 |
|
(a)Includes Other Revolving Credit Facilities of $359 million at December 31, 2024 and $226 million at December 31, 2023.
Long-Term Debt
Senior Secured Credit Facility
In June 2022, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with Bank of America, N.A. as administrative agent. After the amendment, the Senior Secured Credit Facility consisted of a $1 billion revolving credit facility (the "Revolving Credit Facility") and $1.4 billion of term loans (the "Term Loans").
All loans under the Revolving Credit Facility and the Term Loans mature on June 23, 2027. Principal payments for the Term Loans are due quarterly in an amount equal to 0.625% of the initial loan amount for the first eight quarterly installment payments and 1.25% for subsequent payments with a final lump sum payment due on June 23, 2027. Interest rates for the Senior Secured Credit Facility are based on the Secured Overnight Financing Rate ("SOFR") plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of December 31, 2024, $600 million was available under the Revolving Credit Facility. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially all of the assets of the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.
The margin on both SOFR and alternate base rate borrowings under the Senior Secured Credit Facility is based on the Company’s total net debt leverage ratio. The margin on SOFR borrowings, which can range from 1.25% to 1.75%, was 1.50% at December 31, 2024. The margin on alternate base rate borrowings, which can range from 0.25% to 0.75%, was 0.50% as of December 31, 2024. We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s total net leverage ratio. The commitment fee, which can range from 0.15% to 0.28%, was 0.23%as of December 31, 2024.
Senior Unsecured Notes
In June 2024, we issued at par five-year senior unsecured notes (the "2029 Senior Unsecured Notes") in the aggregate principal amount of $400 million. The 2029 Senior Unsecured Notes will mature on June 15, 2029, and bear an annual interest rate of 6.5%. The 2029 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
In June 2024, we issued at par eight-year senior unsecured notes (the "2032 Senior Unsecured Notes") in the aggregate principal amount of $400 million. The 2032 Senior Unsecured Notes will mature on June 15, 2032, and bear an annual interest rate of 6.75%. The 2032 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
In June 2020, we issued at par five-year senior unsecured notes (the "2025 Senior Unsecured Notes") in the aggregate principal amount of $400 million. The 2025 Senior Unsecured Notes were set to mature on July 15, 2025 and had an annual interest rate of 5.5%. The 2025 Senior Unsecured Notes were general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility. On August 7, 2024, we issued a notice of redemption to holders to redeem all of the outstanding aggregate principal amount of the 2025 Senior Unsecured Notes in accordance with the terms of the notes and the indenture. The notes were redeemed on September 13, 2024.
In October 2017, we issued at par ten-year senior unsecured notes (the "2027 Senior Unsecured Notes" and together with the 2025 Senior Unsecured Notes, 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes, the "Senior Unsecured Notes") in the aggregate principal amount of $600 million. The 2027 Senior Unsecured Notes will mature on October 15, 2027, bearing an annual interest rate of 4.625%. The 2027 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
The Senior Unsecured Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The aggregate proceeds from the Senior Secured Credit Facility and the 2027 Senior Unsecured Notes were used in part to repay certain prior indebtedness and certain fees and expenses related to the closing of certain transactions. Borrowings were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes. The aggregate proceeds from the 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes were used to redeem the $400 million outstanding principal amount of the 2025 Senior Unsecured Notes prior to maturity and to repay a portion of the outstanding indebtedness under our Revolving Credit Facility. Before applying a portion of the net proceeds from this offering to redeem or repurchase the 2025 Senior Unsecured Notes as described above, we used such portion of the net proceeds for general corporate purposes and to temporarily repay additional amounts outstanding under our Revolving Credit Facility.
Other Facilities
Other Facilities consists primarily of revolving credit facilities in our North America, Latin America and Europe segments ("Other Revolving Credit Facilities"). On an aggregate basis, borrowings under these facilities total $477 million with an additional $248 million available as of December 31, 2024, including $118 million in Short-term borrowings and $359 million in Other long-term debt. Maturity dates of the long-term facilities range from February 2027 to July 2027 and interest rates range from 5.90% to 6.20%. Borrowings under these facilities are secured by cash held by Brink's. In July 2024, we increased the capacity of the largest of these credit facilities from $250 million to $500 million.
Minimum repayments of long-term debt are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Financing leases |
|
Other long-term debt |
|
Total |
|
|
|
|
|
|
| 2025 |
$ |
61.4 |
|
|
80.3 |
|
|
141.7 |
|
| 2026 |
57.9 |
|
|
118.0 |
|
|
175.9 |
|
| 2027 |
43.2 |
|
|
2,496.0 |
|
|
2,539.2 |
|
| 2028 |
33.0 |
|
|
10.9 |
|
|
43.9 |
|
| 2029 |
18.2 |
|
|
407.5 |
|
|
425.7 |
|
| Later years |
21.4 |
|
|
414.1 |
|
|
435.5 |
|
| Total |
$ |
235.1 |
|
|
3,526.8 |
|
|
3,761.9 |
|
The Senior Secured Credit Facility, Senior Unsecured Notes, Other Revolving Credit Facilities, and other debt facilities contain various financial and other covenants. The covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organizational documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs.
If we were not to comply with the terms of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all of these covenants at December 31, 2024.
Financing Leases
Property and equipment acquired under financing leases are included in property and equipment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Asset class: |
|
|
|
| Buildings |
$ |
7.8 |
|
|
9.4 |
|
| Vehicles |
347.8 |
|
|
395.9 |
|
| Machinery and equipment |
122.6 |
|
|
82.9 |
|
| |
478.2 |
|
|
488.2 |
|
| Less: accumulated amortization |
(196.9) |
|
|
(204.5) |
|
| Total |
$ |
281.3 |
|
|
283.7 |
|
Note 16 - Accounts Receivable and Credit Losses
Accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
|
|
|
|
| Trade |
$ |
603.9 |
|
|
684.6 |
|
| Other |
154.1 |
|
|
124.8 |
|
| Total accounts receivable |
758.0 |
|
|
809.4 |
|
| Allowance for doubtful accounts |
(24.5) |
|
|
(30.4) |
|
| Accounts receivable, net |
$ |
733.5 |
|
|
779.0 |
|
Credit losses
We are exposed to credit losses primarily through sales of our Cash and Valuable Management services and DRS and AMS services to customers with operations in the U.S. as well as customers in more than 100 countries outside the U.S. We typically invoice our customers on a monthly basis and payment terms are generally between 30 and 60 days.
We assess currently expected credit losses in our financial assets on a pool basis by aggregating financial assets with similar risk characteristics. We have pooled financial assets by geographic location because of the similarities within each location such as customers, payment terms, and services offered. Loss experience is monitored for each pool and we determine historical loss rates for each pool. These historical loss rates are the main assumption used in estimating expected credit losses over the life of the financial assets. We also considered current and expected economic conditions, particularly the effects of the pandemic, in determining an appropriate allowance.
We monitor the aging of accounts receivable by country and write off any accounts that are deemed uncollectible. We also monitor any significant economic events to identify any current or expected trends and risks within a pool that could impact the collectability of outstanding accounts receivable balances that were not contemplated or relevant during a previous period.
In the first quarter of 2022, as many of our regions began to recover from the COVID-19 pandemic, we re-assessed earlier assumptions and estimates, and we further refined our methodology of estimating the allowance for doubtful accounts. Our updated method now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $16.7 million. In the subsequent quarters of 2022, the additional allowance was reduced by $1.1 million as a result of collections.
The following table is a rollforward of the allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Allowance for doubtful accounts: |
|
|
|
|
|
| Beginning of year |
$ |
30.4 |
|
|
38.3 |
|
|
16.9 |
|
|
|
|
|
|
|
| Provision for uncollectible accounts receivable |
8.5 |
|
|
12.8 |
|
|
22.3 |
|
Write offs and recoveries |
(13.6) |
|
|
(21.1) |
|
|
(3.4) |
|
| Other |
— |
|
|
— |
|
|
3.2 |
|
| Foreign currency exchange effects |
(0.8) |
|
|
0.4 |
|
|
(0.7) |
|
| End of year |
$ |
24.5 |
|
|
30.4 |
|
|
38.3 |
|
Note 17 - Leases
We lease facilities, vehicles, certain DRS devices, ATMs, computers and other equipment under long-term operating and financing leases with varying terms. Most of the leases contain renewal and/or purchase options, exercisable at our sole discretion. The renewal periods differ by asset class and by country and are included in our determination of lease term if we determine we are reasonably certain to exercise the option.
We have taken the component election for all material asset categories, except certain DRS devices. This election allows us to account for lease components (e.g., fixed payments or variable payments that depend on a rate that can be determined at commencement, including rent for the right to use the asset) together with non-lease components (e.g., other fixed payments that deliver a good or service including common-area maintenance costs) in the calculation of the right-of-use asset and corresponding liability. Variable costs, such as inflation adjusted payments for facilities, or non-lease components that vary periodically (included as part of the component election), are expensed as incurred.
Our leases do not contain any material residual value guarantees or material restrictive covenants.
The components of lease assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
Balance sheet classification |
2024 |
|
2023 |
| Assets: |
|
|
|
|
| Operating lease assets |
Right-of-use assets, net |
$ |
354.9 |
|
|
$ |
337.7 |
|
| Finance lease assets |
Property and equipment, net |
281.3 |
|
|
283.7 |
|
| Total leased assets |
|
$ |
636.2 |
|
|
$ |
621.4 |
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
| Current: |
|
|
|
|
| Operating |
Accrued liabilities |
$ |
78.2 |
|
|
$ |
79.5 |
|
| Financing |
Current maturities of long-term debt |
61.4 |
|
|
57.5 |
|
| Noncurrent: |
|
|
|
|
| Operating |
Lease liabilities |
278.6 |
|
|
265.8 |
|
| Financing |
Long-term debt |
173.7 |
|
|
176.3 |
|
| Total lease liabilities |
|
$ |
591.9 |
|
|
$ |
579.1 |
|
The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Operating lease cost(a) |
$ |
168.6 |
|
|
$ |
153.4 |
|
|
$ |
133.6 |
|
| Short-term lease cost |
23.3 |
|
|
25.5 |
|
|
28.9 |
|
| Finance lease cost: |
|
|
|
|
|
| Amortization of related assets |
52.4 |
|
|
44.5 |
|
|
37.9 |
|
| Interest on related liabilities |
17.5 |
|
|
14.0 |
|
|
10.1 |
|
| Total lease cost |
$ |
261.8 |
|
|
$ |
237.4 |
|
|
$ |
210.5 |
|
(a)Includes variable lease costs, which are immaterial.
Other information related to leases was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions, except for lease term and discount rate) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Supplemental Cash Flows Information |
|
|
|
|
|
|
|
|
|
|
|
| Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| Operating cash flows from operating leases |
$ |
125.6 |
|
|
$ |
107.9 |
|
|
$ |
106.1 |
|
| Operating cash flows from finance leases |
17.5 |
|
|
14.0 |
|
|
10.1 |
|
| Financing cash flows from finance leases |
64.6 |
|
|
55.5 |
|
|
48.2 |
|
| Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
|
|
| Operating leases |
132.2 |
|
|
104.3 |
|
|
101.0 |
|
| Finance leases |
75.1 |
|
|
92.0 |
|
|
65.7 |
|
|
|
|
|
|
|
| Weighted Average Remaining Lease Term |
|
|
|
|
|
|
|
|
|
|
|
| Operating leases |
6.2 years |
|
6.5 years |
|
6.3 years |
| Finance leases |
4.2 years |
|
4.7 years |
|
4.7 years |
|
|
|
|
|
|
| Weighted Average Discount Rate |
|
|
|
|
|
|
|
|
|
|
|
| Operating leases |
7.0 |
% |
|
6.8 |
% |
|
6.5 |
% |
| Finance leases |
6.7 |
% |
|
6.2 |
% |
|
5.5 |
% |
As of December 31, 2024, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Facilities |
|
DRS Devices |
|
Other |
|
Total |
|
|
|
|
|
|
|
|
| 2025 |
$ |
69.0 |
|
|
19.4 |
|
|
15.8 |
|
|
104.2 |
|
| 2026 |
57.0 |
|
|
17.1 |
|
|
10.6 |
|
|
84.7 |
|
| 2027 |
45.2 |
|
|
14.0 |
|
|
6.8 |
|
|
66.0 |
|
| 2028 |
36.9 |
|
|
9.6 |
|
|
3.4 |
|
|
49.9 |
|
| 2029 |
26.2 |
|
|
3.7 |
|
|
0.9 |
|
|
30.8 |
|
| Later years |
108.2 |
|
|
— |
|
|
1.4 |
|
|
109.6 |
|
Total lease payments |
$ |
342.5 |
|
|
63.8 |
|
|
38.9 |
|
|
445.2 |
|
| Less: Interest |
76.5 |
|
|
7.7 |
|
|
4.2 |
|
|
88.4 |
|
| Present value of lease liabilities |
$ |
266.0 |
|
|
56.1 |
|
|
34.7 |
|
|
356.8 |
|
As of December 31, 2024, minimum repayments of long-term debt under financing leases were as follows:
|
|
|
|
|
|
(In millions) |
|
|
|
| 2025 |
$ |
74.2 |
|
| 2026 |
66.7 |
|
| 2027 |
48.9 |
|
| 2028 |
36.2 |
|
| 2029 |
19.7 |
|
| Later years |
31.4 |
|
| Total finance lease payments |
$ |
277.1 |
|
| Less: Interest |
42.0 |
|
| Present value of finance lease liabilities |
$ |
235.1 |
|
Note 18 - Share-Based Compensation Plans
We have share-based compensation plans to attract and retain employees and non-employee directors and to more closely align their interests with those of our shareholders.
We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan") and under the 2024 Equity Incentive Plan (the "2024 Plan"). The 2017 Plan and the 2024 Plan permit grants of restricted stock, restricted stock units, performance stock, performance stock units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2017 Plan and the 2024 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. The 2024 Plan became effective May 2024. During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised. No further grants of awards will be made under the 2013 Plan or the 2017 Plan.
We also have outstanding deferred stock units granted to directors under the 2017 Plan and the 2024 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Directors’ Equity Plan and the Directors’ Stock Accumulation Plan, each of which has expired.
There are 3.8 million shares underlying share-based plans that are authorized, but not yet granted. Outstanding awards at December 31, 2024, include performance stock units, restricted stock units, deferred stock units, time-based stock options, and certain awards that will be settled in cash.
Compensation Expense
Compensation expense is measured using the fair-value-based method. Prior to 2020, for employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date. In 2020, the retirement eligibility provisions for many employee awards were changed on a go-forward basis to require a six month notification period prior to actual retirement. For the 2020 awards, we recognized expense from the grant date to six months after the participant's retirement eligible date. In 2021, the retirement eligibility provisions were changed to require a minimum of a one year service period in order to meet the retirement eligible conditions. For awards granted after 2020, we recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.
For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.
Compensation expenses are classified as selling, general and administrative expenses in the consolidated statements of operations. Compensation expenses for the last three years and the amount of unrecognized expense for awards outstanding at December 31, 2024, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Expense |
|
Unrecognized Expense for Nonvested Awards at |
|
Weighted-average No. of Years Unrecognized Expense to be Recognized |
|
Years Ended December 31, |
|
Dec 31, 2024 |
|
|
| (in millions except years) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance stock units |
$ |
25.2 |
|
|
20.3 |
|
|
34.9 |
|
|
$ |
22.3 |
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
| Restricted stock units |
9.9 |
|
|
10.4 |
|
|
12.0 |
|
|
8.4 |
|
|
1.4 |
| Deferred stock units and fees paid in stock |
1.4 |
|
|
1.4 |
|
|
1.3 |
|
|
0.4 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
| Time-based options |
— |
|
|
— |
|
|
0.4 |
|
|
— |
|
|
— |
|
| Cash based awards |
1.9 |
|
|
2.8 |
|
|
1.3 |
|
|
1.4 |
|
|
1.4 |
| Share-based payment expense |
38.4 |
|
|
34.9 |
|
|
49.9 |
|
|
|
|
|
| Income tax benefit |
(8.7) |
|
|
(7.9) |
|
|
(11.5) |
|
|
|
|
|
| Share-based payment expense, net of tax |
$ |
29.7 |
|
|
27.0 |
|
|
38.4 |
|
|
|
|
|
Value of Distributed or Exercised Awards
The value of shares distributed or options exercised in the last three years is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Shares Distributed or Exercised(a) |
|
Years Ended December 31, |
| (in millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
Performance stock units |
$ |
35.3 |
|
|
16.3 |
|
|
10.0 |
|
|
|
|
|
|
|
| Restricted stock units |
13.4 |
|
|
8.5 |
|
|
9.2 |
|
| Deferred stock units and fees paid in stock |
1.4 |
|
|
1.0 |
|
|
0.6 |
|
Performance-based options(a) |
1.3 |
|
|
3.0 |
|
|
15.2 |
|
Time-based vesting options(a) |
2.2 |
|
|
0.1 |
|
|
— |
|
| Total |
$ |
53.6 |
|
|
28.9 |
|
|
35.0 |
|
|
|
|
|
|
|
| Income tax benefit realized |
$ |
12.7 |
|
|
7.0 |
|
|
8.1 |
|
(a)Intrinsic value for options.
Restricted Stock Units (“RSUs”)
We grant RSUs that contain only a service condition as part of our compensation program. RSUs are paid out in shares of Brink’s stock when the awards vest. For RSUs granted during the last three years, the units generally vest ratably in three equal annual installments. In 2020, we additionally granted RSUs that vested after a stated two year service condition had been met.
We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. The weighted-average fair value per share at grant date was $85.14 in 2024, $65.77 in 2023 and $64.30 in 2022. The weighted-average discount was approximately 2% in each of 2024, 2023 and 2022.
The following table summarizes RSU activity during 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
|
Weighted-Average Grant Date Fair Value Per Share |
|
|
|
|
Nonvested balance as of December 31, 2023 |
320.2 |
|
|
$ |
65.89 |
|
Activity from January 1 to December 31, 2024: |
|
|
|
| Granted |
148.4 |
|
|
85.14 |
|
| Forfeited |
(32.3) |
|
|
72.33 |
|
|
|
|
|
| Vested |
(145.9) |
|
|
67.44 |
|
Nonvested balance as of December 31, 2024 |
290.4 |
|
|
$ |
74.24 |
|
Performance Stock Units (“PSUs”)
Historically, we have granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs") as part of our compensation program.
The majority of outstanding IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For IM PSUs granted in 2021, the performance period was from January 1, 2021 to December 31, 2022 with an additional one year of service after 2022. For IM PSUs granted in 2022, the performance period was from January 1, 2022 to December 31, 2024. For IM PSUs granted in 2023, the performance period is from January 1, 2023 to December 31, 2025. For IM PSUs granted in 2024, the performance period is from January 1, 2024 to December 31, 2026. In 2023 and in 2024, we also granted IM PSUs to certain employees which contain a market condition (in the form of a relative TSR modifier), a performance condition, and a service condition. We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.
IM PSUs will be paid out in shares of Brink’s stock when the awards vest. For the IM PSUs granted in 2024, 2023 and 2022, the number of shares paid out ranges from 0% to 200% of an employee’s award, depending on the achievement of pre-established financial goals over the performance period. Shares are not paid out if the financial results do not meet a pre-established threshold level of performance.
Before 2023, we granted TSR PSUs containing a market condition as well as a service condition. We measure the fair value of TSR PSUs at the grant date using a Monte Carlo simulation model. TSR PSUs granted have a three year performance period and typically vest at the end of three years. TSR PSUs are paid out in shares of Brink’s stock when the awards vest. The number of shares paid out ranges from 0% to 200% of an employee's award depending on Brink's relative TSR rank among a selected peer group.
The following table summarizes all PSU activity during 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands) |
|
Weighted-Average Grant Date Fair Value Per Share |
|
|
|
|
Nonvested balance as of December 31, 2023 |
698.5 |
|
|
$ |
72.15 |
|
Activity from January 1 to December 31, 2024: |
|
|
|
| Granted |
214.0 |
|
|
82.19 |
|
Forfeited or expired |
(44.3) |
|
|
70.53 |
|
|
|
|
|
Vested(a) |
(229.1) |
|
|
80.47 |
|
Nonvested balance as of December 31, 2024 |
639.1 |
|
|
$ |
72.64 |
|
(a)The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2023 were 438.7 thousand, compared to target shares of 229.1 thousand.
The following table provides the terms and weighted-average assumptions used in the Monte Carlo simulation model for the IM PSUs with a market condition granted in 2024 and 2023 and the TSR PSUs granted in 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Terms and Assumptions Used to Estimate Grant Date Fair Value |
2024 IM PSUs(a) |
|
2023 IM PSUs(a) |
|
2022 TSR PSUs |
|
|
|
|
|
|
| Terms of awards: |
|
|
|
|
|
| Performance period |
Jan. 1, 2024 to |
|
Jan. 1, 2023 to |
|
Jan. 1, 2022 to |
| |
Dec. 31, 2025 |
|
Dec. 31, 2025 |
|
Dec. 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted-average assumptions used to estimate fair value: |
|
|
|
|
|
Expected dividend yield(b) |
1.1 |
% |
|
1.2 |
% |
|
1.2 |
% |
Expected stock price volatility(c) |
31.1 |
% |
|
41.9 |
% |
|
48.5 |
% |
Risk-free interest rate(d) |
4.3 |
% |
|
4.5 |
% |
|
1.8 |
% |
| Contractual term in years |
2.8 |
|
2.8 |
|
2.8 |
|
|
|
|
|
|
| Weighted-average fair value estimates at grant date: |
|
|
|
|
|
| In millions |
$ |
10.5 |
|
|
$ |
8.5 |
|
|
$ |
3.4 |
|
| Fair value per share |
$ |
83.81 |
|
|
$ |
72.51 |
|
|
$ |
87.31 |
|
(a)In 2024 and 2023, we granted IM PSUs to certain employees which contain a market condition (in the form of a relative TSR modifier).
(b)The stock price projection in the Monte Carlo simulation model assumed a 0% dividend yield, which is mathematically equivalent to reinvesting dividends over the performance period. For the valuation of these PSUs with market conditions, because the holders of the awards have no rights to any dividend paid during the vesting period, we applied a dividend yield in the Monte Carlo simulation model to reduce the projected stock price as of the grant date.
(c)The expected stock price volatility was calculated on the grant date for the most recent term equivalent to the contractual term in years.
(d)The risk-free interest rate on each date of grant is the rate for a zero-coupon U.S. Treasury bill that was commensurate with the grant date contractual term.
Options
Prior to 2019, we granted primarily performance-based stock options to select senior executives. These performance-based awards have a service condition as well as a market condition. We measure the fair value of these awards at the grant date using a Monte Carlo simulation model. No performance-based options were granted after 2018.
In 2020, 2019 and 2017, we granted time-based vesting stock options to certain senior executives. We measure the fair value of these awards at the grant date using the Black-Scholes-Merton option pricing model.
When vested, options entitle the holder to purchase a specified number of shares of Brink’s stock at a price set at the date the options were granted. The option price for Brink’s options was equal to the market price of Brink’s stock on the award date. Options granted to employees have a maximum term of six years.
Performance-Based Option Activity
The table below summarizes the activity associated with grants of performance-based options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands) |
|
Weighted- Average
Exercise Price Per Share |
|
Weighted-Average Grant Date Fair Value Per Share |
|
Weighted- Average
Remaining Contractual
Term (in years) |
|
Aggregate Intrinsic Value(a)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2023(b) |
174.4 |
|
|
$ |
73.45 |
|
|
$ |
17.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forfeited or expired |
— |
|
|
— |
|
|
— |
|
|
|
|
|
Exercised(b) |
(174.4) |
|
|
73.45 |
|
|
17.92 |
|
|
|
|
|
Outstanding at December 31, 2024(b) |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
Of the above, as of December 31, 2024: |
|
|
|
|
|
|
|
|
|
| Exercisable |
— |
|
|
$ |
— |
|
|
|
|
— |
|
|
$ |
— |
|
Expected to vest in future periods(c) |
— |
|
|
$ |
— |
|
|
|
|
— |
|
$ |
— |
|
(a)The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the option. The market price at December 31, 2024 was $92.77.
(b)There were 174.4 thousand exercisable options with a weighted average exercise price of $73.45 at December 31, 2023 and 446.2 thousand exercisable options with a weighted average exercise price of $61.23 at December 31, 2022.
(c)At December 31, 2024, all performance options had vested and none were outstanding.
Time-based Vesting Option Activity
The table below summarizes the activity associated with grants of time-based vesting options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands) |
|
Weighted- Average
Exercise Price Per Share |
|
Weighted-Average Grant Date Fair Value Per Share |
|
Weighted- Average
Remaining Contractual
Term (in years) |
|
Aggregate Intrinsic Value(a)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2023(b) |
115.7 |
|
|
$ |
80.74 |
|
|
$ |
21.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercised |
(93.2) |
|
|
79.92 |
|
|
21.54 |
|
|
|
|
|
Outstanding at December 31, 2024 |
22.5 |
|
|
$ |
84.17 |
|
|
$ |
20.98 |
|
|
1.1 |
|
$ |
0.2 |
|
|
|
|
|
|
|
|
|
|
|
Of the above, as of December 31, 2024: |
|
|
|
|
|
|
|
|
|
| Exercisable |
22.5 |
|
|
$ |
84.17 |
|
|
|
|
1.1 |
|
$ |
0.2 |
|
Expected to vest in future periods(c) |
— |
|
|
$ |
— |
|
|
|
|
— |
|
$ |
— |
|
(a)The intrinsic value of a stock option is the difference between the market price of the shares underlying the option and the exercise price of the option. The market price at December 31, 2024 was $92.77.
(b)There were 115.7 thousand exercisable options with a weighted average exercise price of $80.74 at December 31, 2023 and 102.7 thousand exercisable options with a weighted average exercise price of $79.26 at December 31, 2022.
(c)At December 31, 2024, all outstanding time-based options were vested.
The following table provides the weighted-average assumptions used in the Black-Scholes-Merton option pricing model for the time-based vesting options granted in 2020:
|
|
|
|
|
|
|
|
| Assumptions Used to Estimate Grant Date Fair Value of Time-Based Options |
|
|
2020 |
|
|
|
|
| Assumptions used to estimate fair value: |
|
|
|
Expected dividend yield(a) |
|
|
0.7 |
% |
Expected stock price volatility(b) |
|
|
29.7 |
% |
Risk-free interest rate(c) |
|
|
1.3 |
% |
Expected term in years(d) |
|
|
4.5 |
|
|
|
|
| Weighted-average fair value estimates at grant date: |
|
|
|
| In millions |
|
|
$ |
1.7 |
|
| Fair value per share |
|
|
$ |
21.10 |
|
(a)The expected dividend yield is the calculated annual yield on Brink's stock at the time of the grant.
(b)The expected stock price volatility was calculated at time of the grant after reviewing the historic volatility of our stock using daily close prices.
(c)The risk-free interest rate at each grant date was the rate for a zero-coupon U.S. Treasury bill that was commensurate with the expected life of 4.5 years.
(d)The expected term of the options was based on historical exercise, expiration and post-cancellation behavior.
Deferred Stock Units (“DSUs”)
We granted DSUs to our non-employee directors as part of our compensation program. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.
DSUs granted after 2014 will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.
The following table summarizes all DSU activity during 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
|
Weighted-Average Grant-Date Fair Value |
|
|
|
|
Nonvested balance as of December 31, 2023 |
19.2 |
|
|
$ |
62.43 |
|
Activity from January 1 to December 31, 2024: |
|
|
|
| Granted |
13.6 |
|
|
87.93 |
|
|
|
|
|
| Vested |
(19.2) |
|
|
62.43 |
|
Nonvested balance as of December 31, 2024 |
13.6 |
|
|
$ |
87.93 |
|
The weighted-average grant-date fair value estimate per share for DSUs granted was $87.93 in 2024, $62.43 in 2023 and $54.74 in 2022.
Other Share-Based Compensation
We have a deferred compensation plan that allows participants to defer a portion of their compensation into stock units. Units will be redeemed by employees for an equal number of shares of Brink’s stock. Employee deferred compensation accounts held 77,573 units at December 31, 2024, and 106,836 units at December 31, 2023.
We have a stock accumulation plan for our non-employee directors that, prior to 2014, provided for awards of stock units. Additionally, some fees paid to our directors are in the form of stock and may be deferred for distribution to a later date. Directors’ deferred compensation accounts held 21,818 units at December 31, 2024, and 21,075 units at December 31, 2023.
Note 19 - Capital Stock
Common Stock
At December 31, 2024, we had 100 million shares of common stock authorized and 42.9 million shares issued and outstanding.
Dividends
We paid regular quarterly dividends on our common stock during the last three years. On September 19, 2024, the Board declared a regular quarterly dividend of 24.25 cents per share payable on December 2, 2024 to shareholders of record on November 4, 2024. The payment of future dividends is at the discretion of the Board and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.
Preferred Stock
At December 31, 2024, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $10 per share.
Share Repurchase Program
In November 2023, our Board authorized a $500 million share repurchase program that expires on December 31, 2025 (the “2023 Repurchase Program”).
Under the 2023 Share Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
During the twelve months ended December 31, 2024, we repurchased a total of 2,108,544 shares of our common stock for an aggregate of $203.6 million and an average price of $96.54 per share. These shares were retired upon repurchase. At December 31, 2024, $296 million remained available under the 2023 Repurchase Program.
In October 2021, we announced that our Board authorized a $250 million share repurchase program (the "2021 Repurchase Program"). Under the 2021 Repurchase Program, in 2023, we repurchased a total of 2,297,955 shares of our common stock for an aggregate of $169.9 million and an average price of $73.92 per share. In 2022, we repurchased a total of 948,395 shares of our common stock for an aggregate of $52.2 million and an average price of $55.01 per share. These shares were retired upon repurchase. The 2021 Repurchase Program expired on December 31, 2023 with approximately $28 million remaining available.
Our Board previously authorized a $250 million repurchase program in February 2020 (the “2020 Repurchase Program”). Under the 2020 Repurchase Program, we entered into three accelerated share repurchase arrangements ("ASR") with a financial institution. In each case, in exchange for an upfront payment at the beginning of each purchase period, the financial institution delivered to us shares of our common stock. The shares received were retired in the period they were delivered to us, and the upfront payment was accounted for as a reduction to shareholders' equity in the consolidated balance sheet. In 2022, we received 546,993 additional shares upon the termination of an ASR. For purposes of calculating earnings per share, we reported each ASR as a repurchase of our common stock and as a forward contract indexed to our common stock. Each ASR met the applicable criteria for equity classification, and, as a result, none were accounted for as a derivative instrument.
Shares Used to Calculate Earnings per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Weighted-average shares |
|
|
|
|
|
|
|
|
|
|
|
Basic(a) |
44.3 |
|
|
46.2 |
|
|
47.3 |
|
| Effect of dilutive stock awards |
0.5 |
|
|
0.7 |
|
|
0.5 |
|
Diluted(a) |
44.8 |
|
|
46.9 |
|
|
47.8 |
|
|
|
|
|
|
|
Antidilutive stock excluded from denominator (b) |
— |
|
|
0.3 |
|
|
0.6 |
|
(a)We have deferred compensation plans for directors and certain of our employees. Some amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average common stock units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units containing only a service requirement are also included in the computation of basic weighted-average shares when the requisite service period has been completed. Accordingly, basic and diluted shares include weighted-average units of 0.2 million in 2024, 0.3 million in 2023 and 0.3 million in 2022.
(b)Under the November 2021 ASR, based on our stock prices from November 1, 2021 to March 31, 2022, we would have received additional shares under the ASR if the settlement date had been March 31, 2022. Because the ASR settlement date did not occur until April 2022 and because any anticipated receipt of additional shares of our common stock would have been antidilutive, no amounts were included the computation of diluted EPS. The antidilutive impact from the first quarter of 2022 continued to have year-to-date antidilutive impact for the remainder of 2022.
Note 20 - Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Cash paid for: |
|
|
|
|
|
| Interest |
$ |
235.3 |
|
|
195.8 |
|
|
117.5 |
|
| Income taxes, net |
122.1 |
|
|
96.3 |
|
|
127.8 |
|
Argentina Marketable Securities
In the last three years, we have used available Argentine pesos to purchase equity and available-for-sale debt securities. Cash outflows for the purchase of these financial instruments totaled $29.7 million in 2024, $131.1 million in 2023, and $27.6 million in 2022. Cash inflows for the sale of these financial instruments totaled $14.6 million in 2024, $145.6 million in 2023, and $9.9 million in 2022. At the time of any future sale of these financial instruments, proceeds received will be solely in Argentine pesos. These cash flows are reported in investing activities.
Non-cash Investing and Financing Activities
We acquired armored vehicles, DRS devices and other equipment under financing lease arrangements in the last three years including $75.1 million in 2024, $92.0 million in 2023 and $65.7 million in 2022.
Loans Held for Investment
In France, as part of an ATM managed services contract for a large customer, we purchase the ATMs at the beginning of the contract. However, since these ATMs are specifically for the benefit of the customer and transfer back to the customer at the end of the contract, this is recorded as a financing transaction. As a result, the loan to the customer, net of payments received, is treated as investing cash flows.
Cash Paid for Acquisitions Included in Financing Activities
In 2024 we paid $0.8 million in settlements related to acquired business operations in the Europe segment. In 2023 we paid $10.3 million in settlements related to the Note Machine acquisition and $0.8 million related to the Touchpoint 21 acquisition. In 2022, we paid $2.8 million in settlements related to the PAI acquisition. These payments are reported as cash flows from financing activities as the payments were made more than three months after the acquisition date.
Restricted Cash (Cash Supply Chain Services)
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.
In Malaysia, we offer ATM replenishment services to certain of our financial institution customers. Providing this service requires our Malaysia subsidiary to take temporary title to the cash received in advance of ATM replenishment. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.
In accordance with our revolving credit facilities, we are required to maintain restricted cash reserves totaling $44.0 million ($40.9 million at December 31, 2023) and, due to this contractual restriction, we have classified these amounts as restricted cash.
At December 31, 2024, we held $445.1 million of restricted cash ($232.7 million represented restricted cash held for customers and $166.5 million represented accrued liabilities). At December 31, 2023, we held $507.0 million of restricted cash ($298.7 million represented restricted cash held for customers and $167.8 million represented accrued liabilities).
Lessor Debt Financing
In certain leasing transactions, we acquire assets through capital expenditures that are then sold to lessors in which the cash received is classified as borrowings from financing activities rather than proceeds from investing activities. Cash inflows related to these transactions totaled $46.6 million in 2024 compared to $7.5 million in 2023 and $19.4 million in 2022 and are included in Other long-term debt borrowings within financing activities in the consolidated statements of cash flows.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
| (In millions) |
2024 |
|
2023 |
| Cash and cash equivalents |
$ |
1,395.3 |
|
|
1,176.6 |
|
| Restricted cash |
445.1 |
|
|
507.0 |
|
| Total, cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows |
$ |
1,840.4 |
|
|
1,683.6 |
|
Note 21 - Other Operating Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Foreign currency items: |
|
|
|
|
|
Transaction losses(a) |
$ |
16.5 |
|
|
(85.1) |
|
|
(68.7) |
|
| Derivative instrument gains (losses) |
(11.0) |
|
|
21.3 |
|
|
42.0 |
|
| Royalty income |
8.0 |
|
|
7.5 |
|
|
9.1 |
|
| Impairment losses |
(4.8) |
|
|
(10.3) |
|
|
(9.0) |
|
Indemnification asset adjustments(b) |
(2.4) |
|
|
(3.4) |
|
|
(7.8) |
|
Contingent consideration liability adjustments(c) |
— |
|
|
6.2 |
|
|
— |
|
| Gains on sale of property and other assets |
3.9 |
|
|
1.9 |
|
|
2.7 |
|
|
|
|
|
|
|
| Share in earnings of equity method affiliates |
3.0 |
|
|
2.8 |
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
5.5 |
|
|
4.9 |
|
|
4.3 |
|
| Other operating income (expense) |
$ |
18.7 |
|
|
(54.2) |
|
|
(25.3) |
|
(a)Includes remeasurement losses in Argentina of $18.4 million in 2024, $79.1 million in 2023 and $37.6 million in 2022 related to highly inflationary accounting.
(b)Post-acquisition adjustments to indemnification assets recognized in previous business acquisitions.
(c)In 2023, we derecognized contingent consideration liabilities, primarily related to the NoteMachine business acquisition.
Note 22 - Interest and Other Nonoperating Income (Expense)
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
| (In millions) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Interest income |
$ |
48.9 |
|
|
36.3 |
|
|
23.6 |
|
| Retirement benefit cost other than service cost |
(0.2) |
|
|
(0.5) |
|
|
(16.7) |
|
Foreign currency transaction gains (losses) |
0.3 |
|
|
(1.1) |
|
|
2.4 |
|
Non-income taxes on intercompany billings |
(2.1) |
|
|
(2.6) |
|
|
(2.3) |
|
Argentina turnover tax |
(3.4) |
|
|
(6.8) |
|
|
(1.8) |
|
Gain (loss) on equity and debt securities(a) |
5.0 |
|
|
(12.8) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
0.2 |
|
|
1.9 |
|
|
(1.5) |
|
| Interest and other nonoperating income (expense) |
$ |
48.7 |
|
|
14.4 |
|
|
3.7 |
|
(a)In 2023, the loss was primarily related to the impact of highly inflationary accounting on investments in marketable securities held by Argentina.
Note 23 - Other Commitments and Contingencies
In August 2020, the Company received a subpoena issued in connection with an investigation being conducted by the U.S. Department of Justice (the “DOJ”), primarily related to cross-border shipments of cash and things of value and anti-money laundering (“AML”) compliance. Subsequently, in March 2024, as is commonly the case with this type of matter, the Company received a Notice of Investigation from the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”) related to Bank Secrecy Act/AML compliance that involves substantially the same conduct that was the subject to the DOJ’s investigation.
On January 31, 2025, Brink’s Global Services USA, a subsidiary of the Company, entered into a Consent Order Imposing Civil Money Penalty with FinCEN and a Non-Prosecution Agreement (the “NPA”) with the DOJ, to fully resolve these matters. As part of these resolutions, the Company agreed to pay $42 million to these agencies over three years, beginning in January 2025 and, as of December 31, 2024, accrued $42 million for the settlement amounts. The Company agreed to pay FinCEN $17 million (which represents the amount due after crediting $20 million to the Company’s payment to the DOJ from the total $37 million penalty assessed by FinCEN). The Company agreed to pay $25 million to the DOJ (which represents the amount due after crediting $5 million for the Company’s swift resolution and acceptance of responsibility as well as $20 million that will be forgiven at the end of the two-year term of the NPA so long as the Company has not breached the NPA).
At the end of the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. In October 2021, the FNE filed a complaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in collusion in 2017 and 2018 and requested that the court approve a fine of $30.5 million. The Company filed its response to the complaint in November 2022, which signaled the beginning of the evidentiary phase. The Company intends to vigorously defend itself against the FNE's complaint. Based on available information to date, the Company recorded a charge of $9.5 million in the third quarter of 2021 in connection with this matter. After the third quarter of 2021, all adjustments to the contingent liability have resulted primarily from changes in currency rates.
In addition to the matters discussed above, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the legal matters currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.
At December 31, 2024, we had noncancellable commitments for $18.5 million in equipment purchases, and information technology and other services.
Note 24 - Reorganization and Restructuring
2022 Global Restructuring Plan
In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously disclosed restructuring program across our global business operations. In total, we have recognized $34.0 million in charges under this program, including $0.8 million in 2024. The actions under this program were substantially completed in 2024.
The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, and foreign currency exchange effects of the 2022 Global Restructuring Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
Severance Costs |
|
|
|
Other |
|
Total |
|
|
|
|
|
|
|
|
| Balance as of December 31, 2022 |
$ |
11.5 |
|
|
|
|
— |
|
|
11.5 |
|
| Expense |
8.0 |
|
|
|
|
3.0 |
|
|
11.0 |
|
| Payments and utilization |
(16.9) |
|
|
|
|
(3.0) |
|
|
(19.9) |
|
|
|
|
|
|
|
|
|
| Foreign currency exchange effects |
0.2 |
|
|
|
|
— |
|
|
0.2 |
|
| Balance as of December 31, 2023 |
$ |
2.8 |
|
|
|
|
— |
|
|
2.8 |
|
| Expense |
— |
|
|
|
|
0.8 |
|
|
0.8 |
|
| Payments and utilization |
(2.4) |
|
|
|
|
(0.8) |
|
|
(3.2) |
|
| Foreign currency exchange effects |
(0.1) |
|
|
|
|
— |
|
|
(0.1) |
|
| Balance as of December 31, 2024 |
$ |
0.3 |
|
|
|
|
— |
|
|
0.3 |
|
Other Restructurings
As a result of other restructuring actions, we recognized $16.6 million of net costs in 2022, primarily severance costs. We recognized $6.6 million of net costs in 2023. We recognized $0.7 million of net costs in 2024. The actions were substantially completed in 2024.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Management's Annual Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of the CEO and CFO, and under the oversight of our Board, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an opinion on the effectiveness of internal control over financial reporting. KPMG’s report appears on page
122 of this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
The Brink's Company:
Opinion on Internal Control Over Financial Reporting
We have audited The Brink's Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Richmond, Virginia
February 26, 2025
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Ethics that applies to all of the directors, officers and employees (including the Chief Executive Officer, Chief Financial Officer and Controller) and have posted the Code of Ethics on our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Ethics applicable to the Chief Executive Officer, Chief Financial Officer or Controller by posting this information on the website. The internet address is www.brinks.com.
The information regarding executive officers is included in this report following Item 4, under the caption “Information about Our Executives Officers.” Other information required by Item 10 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.
We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities that applies to our directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards, In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated by reference to our definitive proxy statement expected to be filed pursuant to Regulation 14A within 120 days after December 31, 2024.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
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|
|
|
|
|
|
| (a) |
1. |
All financial statements – see pages 60– 119. |
|
|
|
| |
2. |
Financial statement schedules – not applicable. |
|
|
|
| |
3. |
Exhibits – see exhibit index. |
ITEM 16. FORM 10-K SUMMARY
None.
Exhibit Index
Each exhibit listed as a previously filed document is hereby incorporated by reference to such document.
|
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|
Exhibit
Number |
Description
|
| |
|
|
| 2.1† |
|
|
|
|
| 2.2† |
|
|
|
|
| 2.3† |
|
|
|
|
| 3.1 |
|
| |
|
|
| 3.2 |
|
|
|
|
| 4.1 |
|
|
|
|
| 4.2 |
|
|
|
|
| 4.3 |
|
| |
|
|
4.4 |
|
|
|
|
| 10.1* |
|
|
|
|
| 10.2* |
|
|
|
|
| 10.3* |
|
| |
|
|
10.4* |
|
|
|
|
10.5* |
|
| |
|
|
10.6* |
|
|
|
|
10.7* |
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8* |
|
|
|
|
10.9* |
|
| |
|
|
10.10 |
|
| |
|
|
10.11 |
$1,500,000,000 Senior Secured Credit Facility, dated as of October 17, 2017, among The Brink’s Company, as Parent Borrower and a Guarantor, the subsidiary borrowers referred to therein, as Subsidiary Borrowers, certain of Parent Borrower’s subsidiaries, as Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, an Issuing Lender and Swingline Lender, and various other Lenders named therein. Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on October 20, 2017.
|
|
|
|
10.11.1 |
First Amendment to Loan Documents, dated as of February 8, 2019, with Wells Fargo Bank, National Association, as existing administrative agent, Bank of America, N.A., as successor administrative agent, and the lenders party thereto. Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 14, 2019. |
|
|
|
10.11.2 |
|
|
|
|
10.11.3 |
|
|
|
|
10.11.4 |
|
|
|
|
10.11.5 |
|
|
|
|
10.12* |
|
|
|
|
10.13* |
|
|
|
|
10.14* |
|
|
|
|
10.15* |
|
|
|
|
10.16* |
|
|
|
|
10.17* |
|
|
|
|
10.18* |
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19 |
|
|
|
|
10.20* |
|
|
|
10.21* |
|
|
|
|
10.22* |
|
|
|
|
10.23* |
|
|
|
|
10.24* |
|
|
|
|
10.25* |
|
|
|
|
19.1 |
|
|
|
|
| 21 |
|
| |
|
|
| 23 |
|
| |
|
|
| 31.1 |
|
|
|
|
| 31.2 |
|
| |
|
|
| 32.1 |
|
|
|
|
| 32.2 |
|
| |
|
|
97.1 |
|
|
|
|
| 99.1* |
|
|
|
|
| 101 |
Interactive Data File (Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Balance Sheets at December 31, 2024, and December 31, 2023, (ii) the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022, (iv) the Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
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|
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|
|
| 104 |
Cover Page Interactive Data File, formatted in iXBRL (included within Exhibit 101) |
*Management contract or compensatory plan or arrangement.
†Certain schedules attached to the Stock Purchase Agreements and Stock Purchase Agreement Amendment have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2025.
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| |
|
The Brink’s Company |
| |
|
(Registrant) |
| |
|
|
| |
By |
/s/ Mark Eubanks |
| |
|
Mark Eubanks |
| |
|
(President and |
| |
|
Chief Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on February 26, 2025.
|
|
|
|
|
|
| Signature |
Title |
|
|
| /s/ Mark Eubanks |
President
and Chief Executive Officer
(Principal Executive Officer) |
| Mark Eubanks |
|
| /s/ Kurt B. McMaken |
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer) |
| Kurt B. McMaken |
|
| /s/ Michael Sweeney |
Controller
(Principal Accounting Officer) |
| Michael Sweeney |
|
| |
|
| /s/ Kathie J. Andrade |
Director |
| Kathie J. Andrade |
|
|
|
| /s/ Paul G. Boynton |
Director |
| Paul G. Boynton |
|
| |
|
| /s/ Ian D. Clough |
Director |
| Ian D. Clough |
|
|
|
| /s/ Susan E. Docherty |
Director |
| Susan E. Docherty |
|
| |
|
| /s/ Michael J. Herling |
Director |
| Michael J. Herling |
|
| |
|
| /s/ A. Louis Parker |
Director |
| A. Louis Parker |
|
|
|
| /s/ Timothy J. Tynan |
Director |
| Timothy J. Tynan |
|
|
|
| /s/ Keith R. Wyche |
Director |
| Keith R. Wyche |
|
|
|
EX-10.12
2
a202410-kexhibit1012.htm
EX-10.12
Document
SEVERANCE PAY PLAN OF THE BRINK’S COMPANY
This is the Severance Pay Plan of The Brink’s Company (this “Plan”), as approved by the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of The Brink’s Company effective as of November 13, 2015 (the “Effective Date”), amended by the Committee on October 4, 2018 and May 6, 2022 and further amended and restated by the Committee effective December 3, 2024 as provided herein. This Plan explains whether an employee is eligible to receive severance benefits hereunder, and if so, how benefits shall be calculated and paid. This Plan became effective on the Effective Date through action of the Committee on the Effective Date.
The adoption and continuation of this Plan are voluntary on the part of the Company and are not intended to create any contract of employment. This Plan shall continue in effect until terminated by the Committee pursuant to the terms and conditions of Section 6.
SECTION 1
PURPOSE OF THE PLAN
The purpose of this Plan is to provide financial assistance to employees whose termination is described within the terms and conditions of this Plan. The benefits of this Plan are designed to help terminated Participants economically during the period immediately following termination. It is not intended to imply that severance benefits will be offered to any employee whose employment is terminated by voluntary resignation without Good Reason (as defined below), for Cause (as defined below) or for any other circumstance of termination other than as specifically described herein.
SECTION 2
DEFINITIONS
As used in this Plan, the following terms, when capitalized, shall have the meanings given below:
2.1 “Annual Base Salary” means an applicable Participant’s annualized base salary on the Termination Date without regard to commissions, overtime or bonus (unless specifically stated otherwise).
2.2 “Annual Incentive” means an applicable Participant’s annual incentive under the Annual Incentive Plan for the year in which the Termination Date occurs.
2.3 “Annual Incentive Plan” means the annual incentive plan of the Company or its Subsidiaries in which an applicable Participant participates as of Termination Date.
2.4 “Cause” means (a) embezzlement, theft or misappropriation by the Participant of any property of the Company or its Subsidiaries, (b) the Participant’s willful breach of any fiduciary duty to the Company or its Subsidiaries, (c) the Participant’s willful failure or refusal to comply with laws or regulations applicable to the Company or its Subsidiaries and its business or the policies of the Company or its Subsidiaries governing the conduct of its employees, (d) the Participant’s gross incompetence in the performance of the Participant’s job duties, (e) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (f) the failure of the Participant to perform duties consistent with a commercially reasonable standard of care or (g) any gross negligence or willful misconduct of the Participant resulting in a loss to the Company or its Subsidiaries.
2.5 “Code” means the Internal Revenue Code of 1986, as amended, and any Treasury regulations promulgated or other Treasury guidance thereunder.
2.6 “Company” means The Brink’s Company (and any predecessor, successor or assign).
2.7 “Good Reason” means, in the case of a Tier 1 or Tier 2 Participant, any of the following events, without the Participant’s express written consent, that is not cured by the Company or its Subsidiaries within 30 days after written notice thereof from the Participant to the Company or its Subsidiaries, which written notice must be provided within 90 days of the occurrence of the event: (a) a material reduction in the Participant’s annual base salary or target annual incentive opportunity (other than in connection with a reduction that applies to employees of the Company and its Subsidiaries generally) or (b) the relocation of the Participant’s primary place of employment to a location that (I) is not within 35 miles of the Participant’s primary place of employment on the date he or she became a Participant and (II) increases the Participant’s commuting distance from his or her primary residence by more than 35 miles; provided, however, that clause (b) shall not apply in connection with a relocation of the corporate headquarters of the Company. If any such event is not cured by the Company or its Subsidiaries during the 30-day cure period, the Participant must terminate employment within the 30-day period immediately thereafter in order to experience a Qualifying Termination in connection with such event.
2.8 “Health Care Continuation Period” has the meaning given in Section 4.1(d).
2.9 “Incapacity” means any physical or mental illness or disability of the Participant which continues for a period of six consecutive months or more and which immediately thereafter renders the Participant incapable of performing his or her duties.
2.10 “Officer” means an employee of the Company who has been designated an “officer” by the Committee in accordance with Rule 3b-7 under the Securities Exchange Act of 1934.
2.11 “Participant” has the meaning given in Section 3.1.
2.12 “Plan Administrator” has the meaning given in Section 5.
2.13 “Qualifying Termination” has the meaning given in Section 3.2.
2.14 “Release” has the meaning given in Section 3.3.
2.15 “Severance Payment” has the meaning given in Section 4.1(b).
2.16 “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.
2.17 “Termination Date” means the date on which the Participant’s employment is terminated by the Company or its Subsidiaries.
2.18 “Weekly Base Salary” means an applicable Participant’s Annual Base Salary divided by 52.
2.19 “Years of Service” means the number of full, completed years in which a Participant has been employed with the Company or its Subsidiaries, beginning with the last date of hire with the Company or its Subsidiaries and ending on the Participant’s Termination Date. For purposes of determining a Participant’s Years of Service, the Participant shall be credited with service for a period of absence on account of military service to the extent required by law.
SECTION 3
PARTICIPATION
3.1 Eligibility. This Plan shall apply to employees of the Company or its Subsidiaries who are selected for participation by either the Committee or, in the case of employees who are not Officers or whose compensation arrangements are not otherwise within the purview of the Committee, in accordance with its charter, by the Chief Executive Officer of the Company. Any such employee selected for participation shall be a “Participant.” The designation of an employee as a Participant may be revoked by the Committee (as to Participants who are Officers) or the Chief Executive Officer of the Company (as to Participants who are not Officers or whose compensation arrangements are not otherwise within the purview of the Committee, in accordance with its charter) on not less than 12 months’ prior written notice to the Participant, provided that, effective December 3, 2024 (subject to Section 6 below in the case of existing Participants as of such date), this period is reduced from 12 months to 6 months. Each Participant shall receive a written “Notification of Severance Pay Participation” substantially in the form attached as Exhibit A. The Chief Executive Officer of the Company shall promptly notify the Committee of any employees he or she selects as Participants or whose Participant status he or she revokes. Notwithstanding the foregoing, effective May 6, 2022, individuals holding the office of Executive Chairman of the Company shall not be eligible to participate in the Plan. Notwithstanding the foregoing or anything to the contrary herein, effective December 3, 2024 (subject to Section 6 below in the case of existing Participants as of such date), each Executive Vice President of the Company who directly reports to the Chief Executive Officer of the Company (each such individual, a “CEO Direct Report”) shall (a) in the case of a CEO Direct Report who is a U.S. employee, (i) for so long as such individual remains a CEO Direct Report, participate in the Plan as a Tier 2 Participant, and (ii) on and following the date that such individual ceases to be a CEO Direct Report, participate in the Plan as a Tier 3 Participant or at such lower participation level as may then be established by the Chief Executive Officer of the Company, or (b) in the case of a CEO Direct Report who is not a U.S. employee, except as otherwise determined by the Committee (in the case of employees whose compensation arrangements are within its purview) or the Chief Executive Officer of the Company (in the case of all other employees), in either case in their sole discretion, participate in the Plan as a Tier 3 participant or at such lower participation level as may then be established by the Chief Executive Officer of the Company, provided that any reduction in benefits below the Tier 3 Participant level in respect of then-existing Participants shall be subject to Section 6 below.
3.2 Qualifying Termination. Subject to Sections 3.3 and 3.4, a Participant whose employment is (a) involuntarily terminated by the Company or its Subsidiaries without Cause other than by reason of the Participant’s Incapacity or (b) in the case of a Tier 1 or Tier 2 Participant, terminated by the Participant for Good Reason (either of clauses (a) or (b), a “Qualifying Termination”) shall be entitled to the compensation and benefits contemplated by Section 4.
3.3 Exceptions. Notwithstanding Section 3.2, a Qualifying Termination shall not include (a) a termination of employment with the Company or its Subsidiaries due to a sale of assets (including a subsidiary) by the Company or its Subsidiaries, as to a Participant who either remains employed with the sold entity immediately following such transaction or is offered employment by the acquirer to commence immediately following such transaction, in each case (i) with a base salary and target incentive opportunity not materially less favorable than applied to the Participant immediately prior to such transaction and (ii) at a location that is within 35 miles of the Participant’s primary place of employment on the date he or she became a Participant and that does not increase the Participant’s commuting distance from his or her primary residence by more than 35 miles, or (b) the termination of a Participant’s employment under circumstances that entitle the Participant to compensation and benefits under another severance plan or arrangement of the Company or its Subsidiaries that provides for compensation and benefits that are greater than those payable under the Plan, including under the Participant’s Change in Control Agreement with the Company or its Subsidiaries.
3.4 Release Requirement. As a condition of receiving any benefits pursuant to this Plan (other than the Accrued Obligations), a Participant must execute a Separation and Release Agreement substantially in the form attached as Exhibit B (the “Release”). No payment shall be made to a Participant under this Plan unless the Participant signs and returns to the Company the Release within the period specified therein (which period shall in no event expire more than 52 days following the Termination Date), and does not thereafter revoke the Release.
SECTION 4
BENEFITS
4.1 Amount and Payment of Benefit. Upon a Qualifying Termination, subject to the terms and conditions of this Plan, a Participant shall be entitled to the following payments and benefits:
(a) Accrued Obligations. A cash payment, which shall be paid in a lump sum on the first payroll date following the Termination Date, equal to the sum of (i) the Participant’s Annual Base Salary through the Termination Date to the extent not theretofore paid, (ii) any bonus or incentive compensation for which payment has been approved in accordance with the terms of the applicable arrangement but not made as of the Termination Date and (iii) any accrued vacation pay, in each case to the extent not theretofore paid (the amounts contemplated by clauses (i), (ii) and (iii), the “Accrued Obligations”). The Accrued Obligations shall be due without regard to whether the Participant has executed and not revoked the Release.
(b) Cash Severance. A cash severance payment (the “Severance Payment”), which shall be paid in a lump sum within 60 days following the Termination Date, equal to:
(i) Tier 1 Participants. The product of (x) 1.5 multiplied by (y) the sum of the Participant’s Annual Base Salary and target Annual Incentive opportunity for the year in which the Termination Date occurs (or, if no such target Annual Incentive Opportunity has been set as of the Termination Date, the target Annual Incentive Opportunity for the immediately preceding year);
(ii) Tier 2 Participants. The product of (x) 1.0 multiplied by (y) the sum of the Participant’s Annual Base Salary and target Annual Incentive opportunity (or, if no such target Annual Incentive Opportunity has been set as of the Termination Date, the target Annual Incentive Opportunity for the immediately preceding year);
(iii) Tier 3 Participants. The product of (x) 2.0, multiplied by (y) the Participant’s Years of Service multiplied by (z) the Participant’s Weekly Base Salary; provided, however, the minimum Severance Payment shall be equal to 26 weeks of the Participant’s Weekly Base Salary, and the maximum Severance Payment shall be equal to 52 weeks of the Participant’s Weekly Base Salary.
(c) Prorated Annual Incentive. If the Participant has been employed by the Company or its Subsidiaries for at least six months of the performance year of the Annual Incentive Plan in which the Termination Date occurs, an amount equal to the Participant’s Annual Incentive determined in accordance with the Annual Incentive Plan in a manner consistent with that applicable to other participants in the Annual Incentive Plan generally (provided that any individual performance modifier thereunder (if applicable) shall be deemed satisfied at 100%) multiplied by a fraction, (i) the numerator of which is the number of completed months elapsed in the performance year of the Annual Incentive Plan as of the Termination Date, and (ii) the denominator of which is 12, which shall be paid at the same time that incentives are paid to other participants in the Annual Incentive Plan generally in respect of the applicable performance year, but in no event after March 15 of the year following the year in which the Termination Date occurs (subject to any deferral elections that the Participant may have made with respect to such compensation).
(d) Health Care Benefits. If the Participant elects continued medical and dental benefit coverage pursuant to Section 4980B(f) of the Code, then until the earlier of (i) (A) for Tier 1 Participants, the 18-month anniversary of the Termination Date, (B) for Tier 2 Participants, the 12-month anniversary of the Termination Date and (C) for Tier 3 Participants, the number of weeks following the Termination Date equal to the number of weeks of Weekly Base Salary as to which cash severance is paid under Section 4.1(b)(iii), and (ii) such time as the Participant becomes eligible to receive medical and dental benefits under another employer-provided plan (such period, the “Health Care Continuation Period”), the Company or its Subsidiaries shall reimburse the Participant for premiums associated with such coverage in an amount equal to the premiums that the Company or its Subsidiaries would have paid in respect of such coverage had the Participant’s employment continued during such period; provided, however, such benefits shall be reported by the Company or its Subsidiaries as taxable income to the Participant to the extent reasonably determined by the Company or its Subsidiaries to be necessary to avoid such benefits from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code.
(e) Equity Awards. Any unvested compensatory awards denominated in shares of common stock of the Company that are held by the Participant as of the Termination Date (excluding any one-off, make-whole awards, special retention awards or other awards that were not granted in connection with the Company’s ordinary long-term incentive award grant cycle) shall be eligible for continued vesting, to the same extent as if the Participant had remained employed by the Company or its Subsidiaries, until the first anniversary of the Termination Date, provided that any performance-based vesting conditions applicable to such an award shall be deemed achieved based on the lower of target and actual performance as of the vesting date. Except as expressly provided herein, such compensatory awards shall continue to be governed by the terms of the applicable benefit plan and related award agreement.
(f) Outplacement Services. The Company or its Subsidiaries shall, at its sole expense as incurred, provide the Participant with reasonable outplacement services during the Health Care Continuation Period, the provider and scope of which shall be selected by the Company or its Subsidiaries in its sole discretion.
4.2 Funding. The Company or its Subsidiaries shall pay benefits from its general assets. No specific amount shall be set aside in advance for this purpose. Participants shall be unsecured general creditors of the Company or its Subsidiaries for purposes of benefits due hereunder.
4.3 No Mitigation; No Offset. In no event shall a Participant be obligated to take any action by way of mitigation of the amounts payable to such Participant under any of the provisions of this Plan and, other than as explicitly stated herein, amounts payable or to be provided under this Plan shall not be offset by amounts earned from another employer or otherwise.
4.4 Continued Eligibility to Participate in Company Plans. Nothing in this Plan shall prevent or limit a Participant’s continuing or future participation in any plan, program, policy or practice provided by the Company or its Subsidiaries, nor shall anything herein limit or otherwise affect such rights as a Participant may have under any other contract or agreement with the Company or its Subsidiaries. Amounts that are vested benefits or that a Participant or a Participant’s dependents are otherwise entitled to receive under any plan, policy, practice, program, agreement or arrangement of the Company or its Subsidiaries shall be payable in accordance with such plan, policy, practice, program, agreement or arrangement.
4.5 Tax Withholding. The Company or its Subsidiaries shall be entitled to withhold from the benefits and payments described herein all income and employment taxes required to be withheld by applicable law.
SECTION 5
ADMINISTRATION
5.1 Administrator and Named Fiduciary. The Committee may appoint a committee, which shall be known as the “Administrative Committee,” to carry out the Plan Administrator’s responsibilities under this Plan, and the term “Plan Administrator” as used in this Plan shall mean the Administrative Committee. If the Committee does not appoint an Administrative Committee, the Committee shall be the Plan Administrator for all purposes. Notwithstanding the foregoing, the Committee shall serve as the Plan Administrator with respect to Participants who are Officers or whose compensation arrangements are within the purview of the Committee, in accordance with its charter. The Plan Administrator shall have authority to control and manage the operation and administration of this Plan. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of this Plan.
5.2 Administrative Discretion. The Committee and the Plan Administrator shall have the discretion to make findings of fact needed in the administration of this Plan and shall have the discretion to interpret or construe any ambiguous, unclear or implied terms in any fashion it, in its sole and reasonable discretion, deems appropriate.
SECTION 6
AMENDMENT AND TERMINATION OF PLAN
The Committee reserves the right to amend or terminate this Plan at any time, in whole or in part, with respect to any Participant who has not experienced a Qualifying Termination as of the effective date of such amendment or termination. Notwithstanding the foregoing, any termination of this Plan, and amendment of this Plan that reduces in any manner the payments or benefits which are provided to any Participant upon a Qualifying Termination, or in any manner narrows the conditions under which a Qualifying Termination will be determined to have occurred, or in any other manner reduces the protections provided to Participants hereunder, shall not be effective until at least 12 months following approval by the Committee without the written approval of each affected Participant, provided that, effective December 3, 2024 (subject to the foregoing terms in this Section 6 in the case of existing Participants as of such date), this period is reduced from 12 months to 6 months.
SECTION 7
GENERAL PROVISIONS
7.1 Not an Employment Contract. Neither this Plan nor any action taken with respect to it shall confer upon any person the right to continued employment with the Company or its Subsidiaries.
7.2 Not Subject to ERISA. This Plan does not require an ongoing administrative scheme and, therefore, is intended to be a payroll practice which is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, if it is determined that the Plan is subject to ERISA, (i) it shall be considered to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (a “top-hat plan”), and (ii) it shall be administered in a manner which complies which those provisions of ERISA which are applicable to top-hat plans.
7.3 Other Employee Benefit Plans. The provisions of this Plan shall be construed and applied independently of any other benefit plan the Company or its Subsidiaries may provide to its employees. Benefits received under this Plan shall not be counted as wages or compensation for pension or other retirement benefits of the Company or its Subsidiaries.
7.4 Inability to Locate Payee. If the Plan Administrator is unable to make payments to any Participant or other person to whom a payment may be due under the Plan because he or she cannot ascertain the identity or whereabouts of such Participant or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last know address of such Participant or other person as shown on the records of the Company or its Subsidiaries), any obligation the Company or its Subsidiaries may have had under this Plan shall cease 12 months after the Participant’s Termination Date.
7.5 Non-Assignability. This Plan, and the rights, interest and benefits receivable hereunder shall not be assigned, transferred, pledged, sold, conveyed or encumbered in any way by a Participant and shall not be subject to execution, attachment or similar process. Any attempted sale, conveyance, transfer, assignment, pledge or encumbrance of any rights, interest or benefit receivable under this Plan by a Participant, contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon, shall be null and void and without effect.
7.6 Headings. The Section headings contained herein are for convenience of reference only, and shall not be construed as defining or limiting the matter contained thereunder.
7.7 Governing Law. To the extent this Plan is not governed by federal law, the validity, interpretation, construction and performance of this Plan shall be governed by the laws of the Commonwealth of Virginia without reference to principles of conflict of laws.
7.8 Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included in the Plan.
7.9 Section 409A of the Code.
(a) General. It is intended that payments and benefits made or provided under this Plan shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on a Participant pursuant to Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan.
(b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during a Participant’s lifetime (or during a shorter period of time specified in this Plan); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(c) Delay of Payments. Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Termination Date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to such Participant under this Agreement during the six-month period immediately following such Participant’s separation from service (as determined in accordance with Section 409A of the Code) on account of such Participant’s separation from service shall be accumulated and paid to such Participant on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code. If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of such Participant’s death.
7.10 Successors and Assigns. This Plan shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any corporation, entity, individual or other Person who is the successor (whether direct or indirect by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business and/or assets of the Company to expressly assume and agree to perform, by a written agreement in form and in substance satisfactory to the Company, all of the obligations of the Company under this Plan. As used in this Plan, the term “Company” shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid that assumes and agrees to perform this Plan by operation of law, written agreement or otherwise. It is a condition of this Plan, and all rights of each Participant to receive benefits under this Plan shall be subject hereto, that no right or interest of any such person in this Plan shall be assignable or transferable in whole or in part, except by operation of law, including, but not limited to, lawful execution, levy, garnishment, attachment, pledge, bankruptcy, alimony, child support or qualified domestic relations order.
[Exhibits Follow]
EXHIBIT A
[BRINK’S LETTERHEAD]
NOTIFICATION OF SEVERANCE PAY PLAN PARTICIPATION
This is to advise the person identified as the “Participant” below that he or she has been selected to participate in the Severance Pay Plan of The Brink’s Company (the “Plan”), at the Tier level noted below. A copy of the Plan is attached.
THE BRINK’S COMPANY
By:________________________
Title:_______________________
Date:_______________________
NAME OF PARTICIPANT
____________________________
Tier: ________________________
EXHIBIT B
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (“Agreement”) is made by and between [name of employee] (“Participant”) and The Brink’s Company (the “Company”). Participant is a participant in the Severance Pay Plan of The Brink’s Company (the “Severance Plan”), and has experienced a Qualifying Termination (as defined in and pursuant to the Severance Plan). In consideration of the mutual covenants, undertakings, and consideration set forth herein, Participant and the Company hereby agree as follows:
1. Termination Date. Participant and the Company mutually agree that Participant’s employment with the Company was terminated effective as of [insert date] (the “Termination Date”). It is understood and agreed that after the Termination Date, the Company owes no duty or obligation to Participant other than those set forth in this Agreement and, except as set forth in this Agreement, Participant’s participation in any and all employee benefit plans of the Company will cease as of the Termination Date, to the extent permitted by law.
2. Payment of Accrued Obligations. Participant will receive the Accrued Obligations (as defined in the Severance Plan) in accordance with the terms set forth in the Severance Plan and any unpaid expense account items due to Participant under the Company’s regular expense account policies.
3. Severance Package. In addition to whatever payments Participant may receive from the Company as described in Section 2 above, in consideration of Participant’s promises and commitments set forth in this Agreement, the Company shall provide Participant with the compensation and benefits contemplated by Sections 4.1(b)-(f) of the Severance Plan (the “Severance Package”) in accordance with the terms specified therein. In addition to the promises and commitments by Participant set forth in this Agreement, the Severance Package is conditioned on Participant executing, at the request of the Company, such documents as the Company deems necessary to effectuate his removal from officer and director positions, committee memberships and any other positions he holds with any Brink’s entity, if any, and assigning to the Company or its designee any shares of capital stock of any Brink’s entity (other than shares of common stock of The Brink’s Company) which may be registered in his name.
4. Return of Company Property. Participant shall immediately return all company property to the Company, including but not limited to laptop computer, mobile phone (provided that Participant shall be able to keep his phone number if he so requests), all other company-provided electronic equipment, company credit cards, identification cards and/or badges, office keys and/or key cards, etc.
5. General Release and Waiver of Claims. Participant acknowledges that the Severance Package is not otherwise owed to Participant and that the Company is providing this
benefit in exchange for the mutual promises and covenants contained in this Agreement. In consideration of and as a condition to these payments and benefits, Participant, on his behalf and on behalf of his heirs, legal representatives, agents, successors and assigns, hereby irrevocably and unconditionally agrees to release and forever discharge the Company, its parent, subsidiaries and affiliates, divisions, successors, assigns, health and retirement plans (and the fiduciaries and service providers to such plans) and its and their respective current and former officers, directors, shareholders, employees, agents, and representatives (collectively, the “Releasees”) of and from, any and all claims, actions, demands and liabilities of whatever nature, kind or character, asserted or unasserted, known or unknown, which Participant has or may have against the Company or any of the Releasees through the Termination Date, including but not limited to, claims arising out of, related to, or in any way connected with Participant’s employment by, and officer and/or director positions with, the Company or any of the Releasees or from their termination, or arising from the conduct, acts or omissions of the Company or any Releasee or its or their agents or employees, or arising from any other transactions, agreements, including but not limited to the Change in Control Agreement dated [DATE] between Participant and The Brink’s Company, the Severance Pay Plan of The Brink’s Company, occurrences, acts or omissions, or any loss, damage or injury, known or unknown, resulting from any act or omission by or on the part of the Company or any of the Releasees or its or their agents or employees. This includes, but is not limited to, any claims for liability, wages (including but not limited to any payments, wages, benefits, or compensation of any kind), the loss of emoluments and equity, such as but not limited to incentive compensation, bonuses (including but not limited to any bonus under the Key Employees Incentive Plan) and/or any and all other emoluments, severance or other termination payments beyond the Severance Package specified herein, demands, losses, expenses, suits, fringe benefits, health insurance, costs, attorney’s fees, actions or causes of action based on any federal, state or local statute, law, ordinance or regulation of the United States or other jurisdictions in which the Releasees operate, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”) or the Older Worker’s Benefit Protection Act, Title 42 US.C. Section 1981, any and all claims under Texas statutory or common law, including, but not limited to, claims brought under the Virginia Human Rights Act (VHRA), the Virginians with Disabilities Act (VDA), the Virginia Equal Pay law, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act (VOSH), the Virginia Fraud Against Taxpayers Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Fraud and Abuse Whistleblower Protection Act, and the Virginia Right-to-Work Law, the Texas Commission on Human Rights Act, the Texas Labor Code, and the Texas Pay Day Law, the common law of Texas[or the common law or statutes of [STATE OF EMPLOYMENT] or any other state or country (collectively, the “Statutes”). Participant further states that he is unaware of any facts or circumstances that would give rise to liability against the Releasees under any Statutes, including without limitation any federal, state or local whistleblower statute.
Finally, Participant agrees and represents that he has not filed in any state, federal, or local court or with any state, federal or other governmental agency or entity or any administrative tribunal, or any arbitration forum, any claim or complaint of whatever kind or nature, whether in Participant’s own capacity or as a member of a class or otherwise based upon any rights, privileges, entitlements or benefits arising out of or related to Participant’s employment with the Company, and that any remedies for such claims or complaints Participant might have standing to assert are released by this Agreement. The foregoing shall not affect Participant’s right to obtain whatever benefits Participant is entitled to receive from the Company’s health and retirement plans as of the Termination Date. The release language in this Section 5 shall not affect any right to indemnification Participant may have under the Bylaws of The Brink’s Company, provided Participant is in compliance with the terms of this Agreement and provided further that Participant shall have taken no action, either directly or indirectly, to assist, facilitate or otherwise encourage the making of the claim, investigation or liability giving rise to the right to indemnification.
6. Cooperation with the Company. Participant agrees he shall at all times, and from time to time, take all reasonable actions and provide information and support reasonably requested by the Company to assist the Company, its affiliates, successors and assigns (including its counsel) in maintaining, contesting, defending against or settling any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand. Participant further agrees that, other than pursuant to valid subpoena, process, or court order commanding attendance or testimony or as otherwise permitted by this Agreement, Participant shall not: (a) assist any other person or entity in any judicial, administrative, arbitral or other proceedings that in any way involve or relate to Participant’s employment with the Company, or (b) voluntarily participate or assist in any such litigation or proceeding of any nature brought by or on behalf of any present or previous employee or agent of the Company, unless requested by the Company, or except as may be required by law. Should Participant file any claim or complaint against the Company or any of the Releasees in any court or with any governmental agency or entity or any administrative tribunal, or any arbitration forum, Participant acknowledges that Participant has irrevocably waived any right to recovery against the Company or any of the Releasees in connection with such claims or activities. In the event Participant is commanded to attend any proceedings or provide testimony within the meaning of this Section 6, Participant agrees to provide notice of such attendance or testimony to counsel for the Company, in writing, ten (10) days prior to such attendance or testimony, or the amount of prior notice of such attendance or testimony that Participant received, whichever is less.
7. Restrictive Covenants. Participant acknowledges that Participant promised to comply with certain post-employment restrictive covenants as a condition of Participant’s eligibility to receive certain equity awards. Those restrictive covenants are contained in the Restrictive Covenant Agreement(s) (“RCA”) associated with the equity awards Participant was previously granted. Participant reaffirms Participant’s promise to comply in full with the terms of the RCA(s) and acknowledges that Company’s payment of consideration in this Agreement is contingent upon Participant’s continued compliance with the terms of the RCA(s).
8. Confidential Information. Participant acknowledges that, during the course of his employment by the Company, he had access to various confidential information of the Company and its affiliates, including but not limited to strategic plans, security and operational procedures, practices and data, company specific reports and/or data, routing information, performance related data and reports, salary/compensation information, customer lists, pricing practices and lists, marketing plans, operational processes and techniques, financial information including financial information set forth in internal records, files and ledgers or incorporated in profit and loss statements, financial reports and business plans, inventions, discoveries, devices, algorithms, as well as computer hardware and software (including source code, object code, documentation, diagrams, flow charts, know how, methods and techniques associated with the development of a use of any of the foregoing computer software), all internal memoranda, any other records of the Company or its affiliates (including electronic and data processing files and records) and any other information designated as a “trade secret” and/or constituting a trade secret under any governing law and any other proprietary information not generally available to the public that the Company or its affiliates consider confidential information (collectively called “Confidential Information.”). In connection with this Agreement, Participant agrees that all Confidential Information is and shall remain the property of the Company or its affiliates and that he will not divulge or disclose any such Confidential Information to any third party or use any such Confidential Information without the prior written consent of the Company.
9. In the event Participant becomes, or believes he has become, in any way legally compelled to disclose any Confidential Information, Participant will provide the Company with prompt prior written notice of such requirement so the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 9. In the event such protective order or other remedy is not obtained, or the Company waives compliance with this Section 9, Participant agrees to furnish only that portion of the Confidential Information which he is legally compelled to disclose and agrees to exercise best efforts to obtain reliable assurance that confidential treatment will be accorded any such information so furnished. Participant further agrees to return immediately to the Company any and all Confidential Information received or obtained during the course of Participant’s employment with the Company, including but not limited to all documents and records and computer databases and files, and all copies thereof.
10. Confidentiality of this Agreement. The parties agree that the terms of this Agreement shall be deemed confidential, and the parties shall not, either individually or in concert with any other, make, cause to be made, or assist in publishing, disseminating, or in any way advertising, releasing or disclosing the existence or terms of this Agreement to any other individual, entity or body, except to their attorney, tax advisor, spouse or as otherwise may be required by law or as may be required to enforce this Agreement.
11. Non-Disparagement. Participant agrees that Participant will not make any untrue, misleading, or defamatory statements concerning the Company or Releasees or any of its or their officers or directors, and will not directly or indirectly make, repeat or publish any false, disparaging, negative, unflattering, accusatory, or derogatory remarks or references, whether oral or in writing, concerning the Company or Releasees or any of its or their officers or directors, , or otherwise take any action which might reasonably be expected to cause damage or harm to the Company or Releasees or any of its or their officers or directors. In agreeing not to make disparaging statements regarding the Company or Releasees or any of its or their officers or directors, Participant acknowledges that he is making a knowing, voluntary and intelligent waiver of any and all rights he may have to make disparaging comments about the Company or Releasees or any of its or their officers or directors, including rights under the First Amendment to the United States Constitution or any other applicable federal and state constitutional rights. _____ [initialed]
12. Non-Interference with Protected Rights. The Participant understands that, notwithstanding any other provision in this Agreement, nothing contained in this Agreement is intended to or will be used in any way to limit Participant’s rights or ability to communicate with any governmental agency or entity or any administrative tribunal as provided for, protected under or warranted by applicable law or otherwise participate in any investigation or proceeding that may be conducted by any governmental agency or entity or any administrative tribunal, including providing documents or other information, without notice to the Company. This Agreement does not limit Participant’s right to receive an award from any governmental agency or entity or any administrative tribunal for information provided to any such agency, entity or tribunal. The Participant further understands that, notwithstanding any other provision of this Agreement: (i) Participant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (ii) if Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the Company’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
13. Remedies for Breach. Participant acknowledges that a violation by Participant of any of the covenants contained in this Agreement would cause irreparable damage to the Company and its affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Participant agrees that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, in the event of a violation by Participant of any of the covenants contained in this Agreement, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to (a) cease payment of the compensation and benefits contemplated by this Agreement (including the Severance Package) to the extent not previously paid or provided, (b) the prompt return by Participant of any portion of such compensation and the value of such benefits previously paid or provided pursuant to Section 3 of this Agreement (less $2,500, which amount shall constitute consideration for the release and waiver of claims in Section 5 of this Agreement, including the release and waiver of claims under ADEA, and shall not be subject to return pursuant to this Section 13) and (c) injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Agreement in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The parties agree that any return of consideration pursuant to this Section 13 shall be deemed a liquidated damage and/or a return of consideration and shall not be considered a penalty.
14. Reasonableness of Covenants. Participant acknowledges that the Company and its affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization. Participant acknowledges that the Company has a legitimate business interest in and right to protect its Confidential Information, goodwill and employee, customer and other relationships, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its employee, customer and other relationships. Participant further acknowledges that the Company and its affiliates are entitled to protect and preserve the going concern value of the Company to the extent permitted by law.
In light of the foregoing acknowledgments, Participant agrees that the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its affiliates. Participant further acknowledges that, although Participant’s compliance with the covenants contained in this Agreement may prevent Participant from earning a livelihood in a business similar to the business of the Company, Participant’s experience and capabilities are such that Participant has other opportunities to earn a livelihood and adequate means of support for Participant and Participant’s dependents.
15. Consultation with Counsel; Knowing and Voluntary Agreement. Prior to execution of this Agreement, Participant was, and hereby is, advised by the Company of Participant’s right to seek independent advice from an attorney of Participant’s own selection regarding this Agreement. Participant acknowledges that Participant has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Participant further represents that, in entering into this Agreement, Participant is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents that are not expressly set forth herein, and that Participant is relying only upon Participant’s own judgment and any advice provided by Participant’s attorney.
16. No Leave Owed. Participant acknowledges that he has been afforded all of the leave to which he is entitled under the Family and Medical Leave Act or any other applicable leave statute or regulation or Company policy.
17. Release of Age Discrimination Claims under the ADEA. Participant specifically releases the Company from claims under ADEA. By signing this Agreement, Participant understands and agrees that his release of ADEA claims is completely voluntary. Participant does not waive any rights or claims that may arise after the Effective Date of this Agreement. Participant has up to twenty-one (21) days from the date of receipt of this Agreement to decide whether to accept the terms of this Agreement. The parties agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner this consideration period. Participant also understands that he has seven (7) days from the date he executes this Agreement to revoke it, for any reason. If Participant elects to revoke this Agreement prior to the end of the seventh (7th) day after he executes it, he must communicate that revocation so that it is received by the Company, to the attention of Executive Vice President and Chief Human Resources Officer, The Brink’s Company, 555 Dividend Drive, Coppell, TX 75019, by the close of business on the seventh (7th) day following his execution of this Agreement.
18. Date of Receipt of this Agreement. Participant acknowledges and agrees that he has received this Agreement for review on [insert date] and that the benefits provided herein shall be payable to Participant only if Participant executes this Agreement and returns it to the Company, to the attention of Executive Vice President and Chief Human Resources Officer, The Brink’s Company, 555 Dividend Drive, Coppell, TX 75019, by the close of business on or before twenty-one (21) days have passed since his receipt of this Agreement.
19. Entire Agreement. This Agreement supersedes all understandings or agreements, whether oral or written, by and between the Company and Participant, and sets forth the entire agreement between the Company and Participant (excepting any prior non-competition, non-solicitation, and/or non-disclosure agreements between the Company and Participant, including those contained in the RCA(s), which shall continue unabated pursuant to their own terms). Participant acknowledges and agrees that no oral agreement or representations have been made by the Company that are not contained in this Agreement. The parties agree that this Agreement may not be modified, except in writing, and signed by each of the undersigned. If a provision of this Agreement is declared invalid or is unenforceable in any other way, the other provisions shall remain in full force and effect. In such event, the parties shall replace the invalid provision with a valid provision in accordance with the object and the purpose of this Agreement, in such manner that the new provision shall reflect the intention of the parties as much as possible.
20. Governing Law/Venue for Disputes. The parties acknowledge and agree that this Agreement shall be construed and interpreted according to the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any dispute arising from or relating to this Agreement shall be resolved in the United States District Court for the Eastern District of Virginia, Richmond Division, if federal subject matter jurisdiction is available, and if not, in the Richmond Circuit Court, Richmond, Virginia, at the sole option of the Company, and Participant expressly consents to the personal jurisdiction in these courts and in the Commonwealth of Virginia, and to accept service of process of any court filings in such matters, and hereby waives all objections to venue and jurisdiction, as well as Participant’s right to removal, if any.
21. Notices. All notices hereunder shall be in writing and (a) if to the Company, shall be delivered personally to the Secretary of the Executive Vice President and Chief Human Resources Officer, The Brink’s Company, 555 Dividend Drive, Coppell, TX 75019, and (b) if to the Participant, shall be delivered personally or mailed to the Participant at the address on file with the Company. Such addresses may be changed at any time by notice from one party to the other.
22. Assignability. This Agreement shall bind and inure to the benefit of the parties hereto and the successors and assigns of the Company. This Agreement may be assigned by the Company to a successor in interest without the prior consent of the Participant.
23. Effective Date. This Agreement takes effect on the eighth day after the date Participant signs it, without revocation (the “Effective Date”). On that date, this Agreement becomes fully binding on Participant and the Company.
IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the dates indicated below.
_____________________________
Date:
THE BRINK’S COMPANY
_____________________________
By:
Its: Executive Vice President and
Chief Human Resources Officer
Date:
EX-10.18
3
a202410-kexhibit1018.htm
EX-10.18
Document
The Brink’s Company
Richmond, Virginia
Key Employees’ Deferred Compensation Program Section 2.04.
as Amended and Restated effective as of December 3, 2024
TABLE OF CONTENTS
Page
ARTICLE 1
Definitions
Section 1.01. Definitions
1
ARTICLE 2
Available shares; Administration; Accounts; Other Deferrals
Section 2.01. Available Shares
5
Section 2.02. Administration
5
Deferral of Other Amounts 6
ARTICLE 3
Deferral of Cash Incentive Payments
Section 3.01. Definitions
6
Section 3.02. Eligibility
7
Section 3.03. Deferral of Cash Incentive Payments
7
Section 3.04. Matching Incentive Contributions
7
Section 3.05. Deferral of Stock Unit Awards 7
Section 3.06. Crediting of Cash and Stock Incentive Accounts
8
Section 3.07. Adjustments
9
Section 3.08. Dividends and Distributions
9
Section 3.09. Minimum Distribution
9
ARTICLE 4
Deferral of Salary
Section 4.01. Definitions
9
Section 4.02. Eligibility
10
Section 4.03. Deferral of Salary
10
Section 4.04. Matching Salary Contributions
10
Section 4.05. Crediting of Cash and Stock Incentive Accounts
10
Section 4.06. Adjustments
11
Section 4.07. Dividends and Distributions
11
Section 4.08. Minimum Distribution
11
ARTICLE 5
Supplemental Savings Plan
Section 5.01. Definitions
12
Section 5.02. Eligibility
12
Section 5.03. Deferral of Compensation
12
Section 5.04. Matching Supplemental Savings Plan Contributions
13
Section 5.05. Crediting of Cash and Stock Incentive Accounts
13
Section 5.06. Adjustments
14
Section 5.07. Dividends and Distributions
14
ARTICLE 6
Deferral of Performance Awards
Section 6.01. Definitions
15
Section 6.02. Deferrals of Cash Performance Payments
15
Section 6.03. Adjustments
15
Section 6.04. Dividends and Distributions
15
Section 6.05. Minimum Distribution
15
ARTICLE 7
Reallocations; Unconverted Amounts
Section 7.01. Reallocations Between Cash Incentive Accounts and Stock Incentive Accounts
16
Section 7.02. Reallocations Among Investment Options
16
Section 7.03. Unconverted Amounts Upon Termination of Employment
16
Section 7.04. Removal of Investment Option
16
ARTICLE 8
Distributions; Changes to and Cancelations of Deferral Elections
Section 8.01. In Service Distributions
17
Section 8.02. Certain Distributions on Death or Disability
18
Section 8.03. Certain Distributions on Termination of Employment
18
Section 8.04. Distributions Attributable to Matching Incentive Contributions and Matching Salary Contributions on Termination of Employment
20
Section 8.05. Distribution Following a Change in Control
21
Section 8.06. Unforeseeable Emergencies
22
Section 8.07. Changes to and Cancelations of Deferral Elections
22
Section 8.08. Termination of Employment by the Company for Cause
22
Section 8.09. Installment Payments
23
ARTICLE 9
Designation of Beneficiary
ARTICLE 10
Miscellaneous
Section 10.01. Nontransferability of Benefits
23
Section 10.02. Notices
24
Section 10.03. Limitation on Rights of Employee
24
Section 10.04. No Contract of Employment
24
Section 10.05. Withholding
24
Section 10.06. Amendment and Termination
24
APPENDIX
KEY EMPLOYEES’ DEFERRED COMPENSATION PROGRAM OF
THE BRINK’S COMPANY
(Amended and Restated effective as of December 3, 2024)
PREAMBLE
The Key Employees’ Deferred Compensation Program of The Brink’s Company, as amended and restated (the “Program”), provides an opportunity to certain employees to defer receipt of (a) up to 90% of their cash incentive payments awarded under the Incentive Plan; (b) up to 50% of their base salary; (c) up to 80% of any stock unit awards granted in the Company’s annual cycle; (d) any or all amounts that are prevented from being deferred as a matched contribution under The Brink’s Company 401(k) Plan as a result of limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”); and (e) any and all other amounts that the Committee (as defined below), in its sole discretion, shall allow.
In order to align the interests of participants more closely to the long term interests of The Brink’s Company (the “Company”) and its shareholders, the Program also (a) provides matching contributions with respect to certain cash incentive awards and salary deferrals and (b) allocates under the Program an amount equivalent to matching contributions that are not eligible to be made under The Brink’s Company 401(k) Plan as a result of limitations imposed by Code Section 401(m)(2) to Match Eligible Employees.
The Program is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended.
ARTICLE 1
Definitions
Section 1.01. Definitions.
Wherever used in the Program, the following terms shall have the meanings indicated:
“409A Change in Control” A Change in Control that also constitutes a “change in the ownership of the Company”, “change in the effective control of the Company”, and/or a “change in the ownership of a substantial portion of the Company’s assets”, in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or such other regulation or guidance issued under Code Section 409A.
“Board” The Board of Directors of the Company.
“Brink’s Stock” The Brink’s Company Common Stock, par value $1.00 per share.
“Cause” (a) Embezzlement, theft or misappropriation by the Employee of any property of the Company, (b) the Employee’s willful breach of any fiduciary duty to the Company, (c) the Employee’s willful failure or refusal to comply with laws or regulations applicable to the Company and its business or the policies of the Company governing the conduct of its employees, (d) the Employee’s gross incompetence in the performance of the Employee’s job duties, (e) commission by the Employee of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (f) the failure of the Employee to perform duties consistent with a commercially reasonable standard of care or (g) any gross negligence or willful misconduct of the Employee resulting in a loss to the Company.
“Change in Control” The occurrence of:
(a) (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of Brink’s Stock would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of Brink’s Stock outstanding (exclusive of shares held by the Company’s affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company; provided, however, that with respect to any Units credited to a Match Eligible Employee’s Pre-2015 Stock Incentive Account as of November 16, 2007 that are attributable to Matching Incentive Contributions, Matching Salary Contributions or dividends related thereto, a “Change in Control” shall be deemed to occur upon the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of any of the transactions set forth in clauses (i) or (ii) of this sub-paragraph (a);
(b) any “person” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”)) other than the Company, its affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or
(c) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board cease for any reason to constitute at least a majority thereof, unless the election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.
“Committee” The Compensation and Human Capital Committee of the Board or such other committee as may be designated by the Board.
“Disability” Unless otherwise required by Code Section 409A and the regulations or guidance thereunder, an Employee shall be deemed to be disabled if the Employee meets at least one of the following requirements: (a) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (b) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a disability benefit plan covering employees of the Company or a Subsidiary.
“Employee” Any individual who is in the employ of the Company or a Subsidiary and who is designated by the Company as having a pay grade of 17 or above is eligible to participate in the Program beginning on the first of the month following the day on which the Employee is designated by the Company as having a pay grade of 17 or above. Any individual who is in the employ of Payment Alliance International, Inc. shall not be eligible to participate in the Program prior to January 1, 2022.
“Entry Date” The first business date on which an Employee may defer compensation under the Program which shall be as soon as is administratively practicable following the date the Employee elects to defer compensation under the Program after first becoming an Employee under the uniform and nondiscriminatory administrative rules approved by the Chief Human Resources Officer or his or her delegate.
“Equity Incentive Plan” The Brink’s Company 2017 Equity Incentive Plan, as the same may be amended from time to time, and any predecessor or successor plan thereto, including, but not limited to, The Brink’s Company 2024 Equity Incentive Plan, as the same may be amended from time to time.
“Foreign Subsidiary” Any corporation that is not incorporated in the United States of America of which more than 80% of the outstanding voting stock is owned directly or indirectly by the Company, by the Company and one or more Subsidiaries and/or Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign Subsidiaries.
“Incentive Accounts” An Employee’s Incentive Accounts refers to an Employee’s Cash Incentive Account and Stock Incentive Accounts (each as defined in Section 2.03).
“Match Eligible Employee” Any Employee who was designated by the Committee as an Employee eligible to receive matching contributions under the Program prior to August 1, 2021, and each Employee who is designated by the Board as an executive officer, effective as of the effective date of the executive officer designation, shall be eligible to receive matching contributions provided for under the Program.
Notwithstanding the foregoing or anything to the contrary herein, effective December 3, 2024, each Executive Vice President of the Company who directly reports to the Chief Executive Officer of the Company (each such individual, a “CEO Direct Report”) and who is a U.S. employee shall (a) for so long as such individual remains a CEO Direct Report, participate (or be eligible to participate) in the Program as a “Match Eligible Employee”, and (b) on and following the date that such individual ceases to be a CEO Direct Report, participate (or be eligible to participate) in the Program as a non-“Match Eligible Employee” or at such lower participation level as may then be established by the Chief Executive Officer of the Company, in each case with respect to prospective amounts deferred under the Program.
“Retirement” With respect to any Employee, any Termination of Employment of such Employee on or after the date on which the Employee has (i) attained age 65 and completed at least five years of service with the Company or any of its Subsidiaries or (ii) attained age 55 and completed at least ten years of service with the Company or any of its Subsidiaries; provided that the Employee’s employment is not terminated for Cause.
“Salary” The base salary, as in effect from time to time, paid to an Employee by the Company, a Subsidiary or a Foreign Subsidiary for personal services determined prior to giving effect to any salary reduction pursuant to an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (i) to which Code Section 125 or 402(e)(3) applies or (ii) which provides for the elective deferral of compensation (including, but not limited to, reductions for contributions to the Savings Plan (as defined in Section 5.01)).
“Shares” Brink’s Stock.
“Subsidiary” Any corporation incorporated in the United States of America of which more than 80% of the outstanding voting stock is owned directly or indirectly by the Company, by the Company and one or more Subsidiaries or by one or more Subsidiaries.
“Termination of Employment” An Employee’s “Termination of Employment” under the Program shall occur when the Employee ceases to provide services to the Company or any of its affiliates in any capacity or when the Employee continues to provide services to the Company or any of its affiliates whether as an employee or independent contractor, but such continued services in the aggregate do not exceed 49% of the level of services the Employee provided to the Company and its affiliates prior to such decrease in the level of services provided by the Employee to the Company and its affiliates, all as determined in accordance with the Treasury Regulations under Code Section 409A; provided, however, no employee of any Subsidiary shall be considered to experience a Termination of Employment as a result of a spinoff of such Subsidiary from the Company, except as may be permitted under Code Section 409A.
“Unforeseeable Emergency” A severe financial hardship of an Employee resulting from (a) an illness or accident of the Employee, the Employee’s spouse, the Employee’s beneficiary or the Employee’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) loss of the Employee’s property due to casualty or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Employee, all as determined by the Committee based on the relevant facts and circumstances in a manner consistent with Treasury Regulation Section 1.409A-3(i)(3).
“Unit” The equivalent of one share of Brink’s Stock credited to an Employee’s Stock Incentive Accounts.
“Year” With respect to the benefits provided pursuant to Articles 3, 4, 5 and 6, the calendar year; provided, however that if a newly-hired Employee becomes eligible to participate on a day other than the first day of the Year, the Year shall be the portion of the calendar year during which the Employee is first eligible to participate in the benefits provided thereunder.
ARTICLE 2
Available shares; Administration; Accounts; Other Deferrals
Section 2.01. Available Shares. The maximum number of Shares available for issuance under the Program is subject to, and shall be counted against, the maximum number of Shares available for issuance under the Equity Incentive Plan. Each Unit standing to the credit of an Employee’s Stock Incentive Accounts shall be counted against the maximum Share limit under the Equity Incentive Plan in the manner set forth under the Equity Incentive Plan. Notwithstanding the foregoing, this Section 2.01 shall only apply to Units credited to an Employee’s Stock Incentive Accounts on or after May 7, 2010.
Section 2.02. Administration. The Committee is authorized to construe the provisions of the Program and to make all determinations in connection with the administration of the Program. All such determinations made by the Committee shall be final, conclusive and binding on all parties, including Employees participating in the Program. All authority of the Committee provided for in, or pursuant to, the Program may also be exercised by the Board. In the event of any conflict or inconsistency between determinations, orders, resolutions or other actions of the Committee and the Board taken in connection with the Program, the actions of the Board shall control. In addition, other than with respect to the Share counting provision addressed by Section 2.01 above, in the event of any conflict or inconsistency between the provisions of the Program and the provisions of the Equity Incentive Plan, the provisions of the Program shall control. The Committee has delegated authority to the Company’s Chief Human Resources Officer or his or her delegate to establish uniform and nondiscriminatory administrative rules under the Program (“Administrative Rules”).
All such Administrative Rules shall be final, conclusive and binding on all parties, including Employees participating in the Program.
Section 2.03. Accounts. Effective July 10, 2014, the Company maintains a Pre-2015 Stock Incentive Account for Employees eligible to participate in the Program at that time and a Post-2014 Stock Incentive Account for each Employee eligible to participate in the Program and Stock Unit Deferral Accounts for Stock Unit Deferrals pursuant to Section 3.05 (together, the “Stock Incentive Accounts”). An Employee’s Pre-2015 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into or credited as Units, with respect to which a deferral election was made by the applicable Employee prior to January 1, 2014. An Employee’s Post-2014 Stock Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder that are converted into and credited as Units with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014. Effective July 10, 2014, the Company maintains a Cash Incentive Account for each Employee eligible to participate in the Program (the “Cash Incentive Account”). An Employee’s Cash Incentive Account shall document the amounts deferred under the Program by such Employee and any other amounts credited hereunder, with respect to which a deferral election was made by the applicable Employee on or after July 10, 2014, other than amounts converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account.
Section 2.04. Deferral of Other Amounts. In addition to the deferral opportunities provided for in Articles 3, 4, 5 and 6 below, an Employee may also defer any and all other amounts that the Committee, in its sole discretion, shall allow. The terms and conditions applicable to deferrals of such amounts shall be set forth in the applicable agreement between the Employee and the Company providing for such deferrals.
ARTICLE 3
Deferral of Cash Incentive Payments and Stock Unit Awards
Section 3.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:
“Cash Incentive Payment” A cash incentive payment awarded to an Employee for any Year under an Incentive Plan. Notwithstanding anything contained herein to the contrary, any compensation, bonuses or incentive payments approved by the Committee payable pursuant to any special recognition bonus payable to any highly compensated employees, shall be excluded for purposes of defining or determining the Cash Incentive Payment for which an Employee may make an elective deferral, and for which Matching Incentive Contributions (as defined below) are made, pursuant to the terms of the Program.
“Incentive Plan” The Brink’s Incentive Plan, as in effect from time to time or any successor thereto, the Field Management Incentive Plan, and any other cash incentive plan in which an employee of Company, a Subsidiary or an affiliate participates.
“Matching Incentive Contributions” Matching contributions allocated to an Employee’s Stock Incentive Accounts pursuant to Section 3.04.
“Stock Unit Award” A Performance Share Unit Award or Restricted Stock Unit Award granted under the Equity Incentive Plan.
“Stock Unit Deferral” A Stock Unit Award deferred pursuant to Section 3.05.
“Vesting Date” A vesting date for a Stock Unit Award as specified under the award agreement for such Stock Unit Award.
Section 3.02. Eligibility. Each Employee may participate in the benefits provided pursuant to this Article 3 and each Match Eligible Employee shall be eligible to receive a Matching Incentive Contribution benefit provided pursuant to this Article 3.
Section 3.03. Deferral of Cash Incentive Payments. Each Employee may make an election to defer an amount, expressed as a percentage from 10% to 90%, of such Cash Incentive Payment which may be made to him or her for such Year. Such Employee’s election hereunder for any Year shall be made prior to the later of (a) the first day of the Year with respect to which the Cash Incentive Payment is earned or (b) the expiration of the 30 day period following (and including) his or her initial date of becoming eligible to participate in the Plan; provided, however, that such election is made at least six months before the end of the performance period for the Cash Incentive Payment, or as otherwise permitted under Treasury Regulation Section 1.409A-2(a), by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 4 and/or 5) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred amounts shall be credited to such accounts as provided in Section 3.06 below.
Section 3.04. Matching Incentive Contributions. Each Match Eligible Employee who has deferred a percentage of his or her Cash Incentive Payment for such Year pursuant to Section 3.03, shall have a Matching Incentive Contribution allocated to his or her Post-2014 Stock Incentive Account for such Year. The amount of such Matching Incentive Contribution for any Year shall be equal to the portion of his or her Cash Incentive Payment that he or she has elected to defer for such Year but not in excess of 10% of his or her Cash Incentive Payment. The dollar amount of each Match Eligible Employee’s Matching Incentive Contributions deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 3.06 below.
Stock Unit Deferrals are not eligible for Matching Incentive Contributions.
Section 3.05. Deferral of Stock Unit Awards. Each Employee may make an election to defer a portion of such Stock Unit Award which may be made to him or her for such Year, as specified by the Committee. Such Employee’s election for any Year shall be made prior to the later of (a) the first day of such Year with respect to which the Stock Unit Award is granted or (b) the expiration of the 30 day period following (and including) his or her initial date of becoming eligible to participate in the Plan; provided, however, that such election is made at least six months before the end of the performance period for the Stock Unit Award or as otherwise permitted under Treasury Regulation Section 1.409A-2(a), by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. The Committee may determine to allow an Employee to make an election to defer a previously granted Stock Unit Award by filing a deferral election form with the Company on or before the date that is at least 12-months prior to the Vesting Date for the applicable Stock Unit Award and subject to a minimum deferral period of five (5) years (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a) or Treasury Regulation Section 1.409A-2(b), as applicable). Such deferral election form shall include the Employee’s written election as to time (subject to the five (5) year minimum deferral requirement) and form of distribution of such deferred amounts in accordance with Article 8. A Stock Unit Deferral Account shall be established for each Employee making such an election and Units in respect of such deferred amounts shall be credited to such accounts as provided in Section 3.06 below.
Section 3.06. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Cash Incentive Payment for any Year shall be credited to such Employee’s Cash Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which the non-deferred portion of the Cash Incentive Payment was made, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more investment options selected by the Company, in its sole discretion, for the purpose of crediting or debiting additional amounts to such deferred amount (each such investment option, an “Eligible Investment Option”); provided, however, if such Employee elects to invest his or her deferred Cash Incentive Payment for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Cash Incentive Payment, the portion of the Employee’s deferred Cash Incentive Payment so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which the Cash Incentive Payment was made. The amount of a Match Eligible Employee’s Matching Incentive Contributions for any Year shall be converted to Units and credited to such Match Eligible Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the non-deferred portion of the applicable Cash Incentive Payment was made.
The amount of an Employee’s Stock Unit Deferrals for any Year shall be converted to Units and credited to such Employee’s Stock Unit Deferral Account as of the Vesting Date for the applicable Stock Units.
The number (computed to at least the second decimal place) of Units credited to a Match Eligible Employee’s Post-2014 Stock Incentive Account for any Year for Matching Incentive Contributions shall be determined by dividing the aggregate amount of the Cash Incentive Payment deferred to such Match Eligible Employee’s Post-2014 Stock Incentive Account for such Year under this Section 3.06 or the Matching Incentive Contributions for such Year, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the Cash Incentive Payment was made.
Section 3.07. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.
Section 3.08. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units, equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by Units in such Stock Incentive Account as of the record date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution. The value of any distribution in property will be determined by the Committee.
Section 3.09. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, that the aggregate value of the Brink’s Stock distributed to an Employee (or his or her beneficiaries) attributable to deferrals of Cash Incentive Payments otherwise payable in respect to services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Incentive Contributions) shall not be less than the aggregate amount of Cash Incentive Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 3.07) in respect of which such Units were initially so credited. The value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.
ARTICLE 4
Deferral of Salary
Section 4.01. Definitions. Wherever used in the Program, the following term shall have the meaning indicated:
“Matching Salary Contributions” Matching contributions allocated to an Employee’s Incentive Accounts pursuant to Section 4.04.
Section 4.02. Eligibility. Each Employee may participate in the benefits provided pursuant to this Article 4 and each Match Eligible Employee shall be eligible to receive a Matching Salary Contribution benefit provided for pursuant to this Article 4.
Section 4.03. Deferral of Salary. Each Employee may elect to defer an amount, expressed as a percentage, from 5% to 50% of his or her Salary for such Year; provided, however, that in the case of an Employee who first becomes eligible to participate in this portion of the Program after January 1 of such Year, only Salary earned (from 5% to 50%) after he or she files a deferral election with the Company may be deferred. Such Employee’s election hereunder for any Year shall be made prior to the later of (a) the first day of such Year or (b) the expiration of the 30 day period following (and including) his or her initial date of becoming eligible to participate in the Plan, or as otherwise required under Treasury Regulation Section 1.409A-2(a), by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amount in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 5) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred amounts shall be credited to such accounts as provided in Section 4.05 below.
Section 4.04. Matching Salary Contributions. Each Match Eligible Employee who has deferred a percentage of his or her Salary for such Year pursuant to Section 4.03 shall have Matching Salary Contributions allocated to his or her Post-2014 Stock Incentive Account for such Year. The amount of such Matching Salary Contributions for any Year shall be equal to 100% of the first 10% of his or her Salary that he or she has elected to defer for the Year pursuant to Section 4.03. The dollar amount of each Match Eligible Employee’s Matching Salary Contributions deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 4.05 below.
Section 4.05. Crediting of Cash and Stock Incentive Accounts.
The amount of an Employee’s deferred Salary for any Year shall be credited to such Employee’s Cash Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which such Salary was earned and payable, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Salary for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Salary, the portion of the Employee’s deferred Salary so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which Salary was earned and payable. The amount of a Match Eligible Employee’s Matching Salary Contributions for any Year shall be converted to Units and shall be credited to such Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the applicable Salary would have been payable.
The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Salary deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 4.05 or the Matching Salary Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the applicable Salary would have been payable.
Section 4.06. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.
Section 4.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of the record date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units. Such additional Units shall be deemed to be purchased at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited. The value of any distribution in property will be determined by the Committee.
Section 4.08. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, the aggregate value of the Brink’s Stock distributed to an Employee (or his or her beneficiaries) attributable to the deferral of Salary otherwise payable for services rendered prior to January 1, 2007 (including dividends relating to such Units but not Matching Salary Contributions) shall not be less than the aggregate amount of Salary and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 4.07) in respect of which Units were initially so credited. The value of the Brink’s Stock so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.
ARTICLE 5
Supplemental Savings Plan
Section 5.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:
“Compensation” The regular wages received during any pay period by an Employee while a participant in the Savings Plan for services rendered to the Company or any Subsidiary that participates in the Savings Plan, including any commissions or bonuses, but excluding any overtime or premium pay, living or other expense allowances, or contributions by the Company or such Subsidiaries to any plan of deferred compensation, and determined without regard to the application of any salary reduction election under the Savings Plan. Bonuses paid pursuant to the Incentive Plan shall be considered received in the Year in which they are payable whether or not such bonus is deferred pursuant to Article 3 hereof.
“Matching Supplemental Savings Plan Contributions” Amounts allocated to a Match Eligible Employee’s Incentive Accounts pursuant to Section 5.04.
“Post-2014 Matching Supplemental Savings Plan Contributions” Matching Supplemental Savings Plan Contributions allocated to a Match Eligible Employee’s Incentive Accounts pursuant to elections made on or after July 10, 2014.
“Savings Plan” The Brink’s Company 401(k) Plan, as in effect from time to time.
Section 5.02. Eligibility. Each Employee may participate in the benefits provided pursuant to this Article 5 and each Match Eligible Employee shall be eligible to receive a Matching Supplemental Savings Plan Contribution benefit provided pursuant to this Article 5.
Section 5.03. Deferral of Compensation. Each Employee who is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any Year as a result of limitations imposed by Code Sections 401(a)(17), 402(g) and/or 415 may elect to defer an amount equal to the maximum employer match available under the Savings Plan, currently, 50% of Savings Plan contributions up to 4% of Compensation.
In order to be permitted to defer any portion of his or her Compensation pursuant to this Section 5.03, the Employee must elect to defer the maximum amount permitted as a matched contribution for the Year under the Savings Plan. Such Employee’s election hereunder for any Year shall be made prior to the first day of such Year or, if later, within 30 days after his or her initial date of becoming eligible to participate in the Plan (and as otherwise permitted under Treasury Regulation Section 1.409A-2(a)), but only with respect to Compensation for services performed after the date of such election, by filing a deferral election form with the Company. Such deferral election form shall include the Employee’s written election as to time and form of distribution of such deferred amounts in accordance with Article 8. A Cash Incentive Account and/or Post-2014 Stock Incentive Account (which may be the same such accounts established pursuant to Articles 3 and/or 4) shall be established for each Employee making such election, and cash and/or Units, as applicable, in respect of such deferred payment shall be credited to such accounts as provided in Section 5.05 below; provided, however, that in the event an Employee is not permitted to defer the maximum amount of his or her Compensation that may be contributed under the Savings Plan for any year as a result of the limitation imposed by Code Section 401(k)(3), such excess contribution to the Savings Plan shall be distributed to the Employee, his or her Compensation paid after the date of the distribution shall be reduced by that amount and such amount shall be allocated to his or her accounts as soon as practicable following the first business day following the January 1 next following the Year for which the excess contribution was made under the Savings Plan and credited as provided in Section 5.05 below.
Section 5.04. Matching Supplemental Savings Plan Contributions. Each Match Eligible Employee who has deferred a portion of his or her Compensation for such Year pursuant to Section 5.03 shall have a Matching Supplemental Savings Plan Contribution allocated to his or her Post-2014 Stock Incentive Account equal to the amount elected to be deferred pursuant to Section 5.03 above for each month. The dollar amount of each Match Eligible Employee’s Matching Supplemental Savings Plan Contribution deferred to his or her Post-2014 Stock Incentive Account shall be converted into Units and credited to such Post-2014 Stock Incentive Account as provided in Section 5.05 below.
If a Match Eligible Employee is participating in this portion of the Program pursuant to Sections 5.02 and 5.03 and his or her matching contribution under the Savings Plan for any Year will be reduced as a result of the nondiscrimination test contained in Code Section 401(m)(2), (a) to the extent such matching contribution under the Savings Plan is forfeitable, it shall be forfeited and that amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution or (b) to the extent such matching contribution is not forfeitable, it shall be distributed to the Match Eligible Employee, his or her Compensation paid after the date of the distribution shall be reduced by that amount and such amount shall be allocated to his or her Post-2014 Stock Incentive Account as a Matching Contribution. The dollar amount of such Matching Contribution shall be allocated to the Match Eligible Employee’s Post-2014 Stock Incentive Account as soon as practicable following the January 1 next following the Year for which the matching contribution was made under the Savings Plan.
Units in respect of such contribution shall be credited to the Match Eligible Employee’s Post-2014 Stock Incentive Account as provided in Section 5.05 below.
Section 5.05. Crediting of Cash and Stock Incentive Accounts. The amount of an Employee’s deferred Compensation for any Year shall be credited to such Employee’s Cash Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which such Compensation was earned, and each Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect one or more Eligible Investment Options for the purpose of crediting or debiting additional amounts to such deferred amount; provided, however, if such Employee elects to invest his or her deferred Compensation for any Year in Units, or fails to make a timely investment election (as prescribed by the Committee) with respect to such deferred Compensation, the portion of the Employee’s deferred Compensation so invested in Units or with respect to which a timely investment election was not made shall instead be converted to Units and credited to such Employee’s Post-2014 Stock Incentive Account beginning on the Employee’s Entry Date and continuing as of the last business day of the month in which the Compensation was earned. The amount of a Match Eligible Employee’s Matching Supplemental Savings Plan Contribution (representing amounts that cannot be contributed to the Savings Plan in respect of employee contributions due to applicable limits on such employee contributions) for any Year shall be converted to Units and shall be credited to such Match Eligible Employee’s Post-2014 Stock Incentive Account as of the last business day of the month in which the matching contribution was made under the Savings Plan.
The number (computed to at least the second decimal place) of Units credited to an Employee’s Post-2014 Stock Incentive Account for any month shall be determined by dividing the aggregate amount of the Compensation deferred to such Employee’s Post-2014 Stock Incentive Account for such month under this Section 5.05 or such Match Eligible Employee’s Matching Supplemental Savings Plan Contributions for such month, as applicable, by the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day of the month in which the matching contribution was made under the Savings Plan.
Section 5.06. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.
Section 5.07. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of the record date and assuming that the amount of such dividend or value of such distribution had been used to acquire additional Units of the class giving rise to the dividend or other distribution.
Such additional Units shall be deemed to be purchased at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution for Units credited. The value of any distribution in property will be determined by the Committee.
ARTICLE 6
Deferral of Performance Awards
Section 6.01. Definitions. Whenever used in the Program, the following terms shall have the meanings indicated:
“Cash Performance Payment” A cash incentive payment due to an Employee in any year under the Management Performance Improvement Plan.
“Management Performance Improvement Plan” The Brink’s Company Management Performance Improvement Plan, as in effect from time to time or any successor thereto.
“Performance Measurement Period” A performance cycle of one or more fiscal years of the Company under the Management Performance Improvement Plan.
Section 6.02. Deferrals of Cash Performance Payments. Effective as of January 1, 2014, no further deferral elections may be made with respect to Cash Performance Payments under the Management Performance Improvement Plan. Cash Performance Payments deferred in accordance with this Program pursuant to deferral elections made prior to January 1, 2014 shall continue to be credited to each applicable Employee’s Pre-2015 Stock Incentive Account and subject to the terms and conditions of this Program.
Section 6.03. Adjustments. The Committee shall determine such equitable adjustments in the Units credited to each Stock Incentive Account as may be appropriate to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange of shares, split up, split-off, spin-off, liquidation or other similar change in capitalization or any distribution to shareholders other than cash dividends.
Section 6.04. Dividends and Distributions. Whenever a cash dividend or any other distribution is paid with respect to shares of Brink’s Stock, the Stock Incentive Accounts of each Employee will be credited with an additional number of Units equal to the number of shares of Brink’s Stock, including fractional shares (computed to at least the second decimal place), that could have been purchased had such dividend or other distribution been paid to the applicable Stock Incentive Account on the payment date for such dividend or distribution based on the number of Shares represented by the Units in such Stock Incentive Account as of the record date and assuming the amount of such dividend or value of such distribution had been used to acquire additional Units.
Such additional Units shall be deemed to be purchased at the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the payment date for the dividend or other distribution. The value of any distribution in property will be determined by the Committee.
Section 6.05. Minimum Distribution. Distributions shall be made in accordance with Article 8; provided, however, that the aggregate value of the Brink’s Stock distributed to an Employee (and his or her beneficiaries) attributable to deferrals of Cash Performance Payments otherwise payable with respect to Performance Measurement Periods ending prior to January 1, 2007 (including dividends relating to such Units) shall not be less than the aggregate amount of Cash Performance Payments and dividends (credited to his or her Pre-2015 Stock Incentive Account pursuant to Section 6.04) in respect of which such Units were initially so credited. The value of the Brink’s Stock, so distributed shall be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.
ARTICLE 7
Reallocations; Unconverted Amounts
Section 7.01. Reallocations Between Cash Incentive Accounts and Stock Incentive Accounts. Notwithstanding anything in the Program to the contrary, and for the avoidance of doubt, no Employee may be permitted at any time to allocate amounts deferred into the Employee's Cash Incentive Account to such Employee's Stock Incentive Accounts or allocate Units credited to such Employee's Stock Incentive Accounts to such Employee's Cash Incentive Account.
Section 7.02. Reallocations Among Investment Options. At any time after amounts have been credited to an Employee’s Cash Incentive Account in accordance with the Program, such Employee may, in a manner compliant with Treasury Regulation Section 1.409A-1(o), elect to change the allocation of amounts credited to an Employee’s Cash Incentive Account between Eligible Investment Options.
Section 7.03. Unconverted Amounts Upon Termination of Employment. Upon any Employee’s Termination of Employment, any cash amounts that are required to be converted into Units pursuant to any provision of the Program but have not been so converted as of the date of such Termination of Employment shall, notwithstanding anything herein to the contrary, be converted into Units and credited to such Employee’s Post-2014 Stock Incentive Account immediately prior to any distributions pursuant to Article 8 based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the last business day of the month in which the applicable Salary would have been payable or in which the matching contribution was made under the Savings Plan.
Section 7.04. Removal of Investment Option. Notwithstanding anything herein to the contrary, nothing in the Program shall require the Company to offer or continue to offer any particular investment option. In the event that the Company ceases to offer a particular investment option, each Employee will be permitted to allocate amounts previously allocated to such discontinued investment option to one or more available Eligible Investment Options.
ARTICLE 8
Distributions; Changes to and Cancelations of Deferral Elections
Section 8.01. In Service Distributions. (a) In connection with each deferral election made by an Employee under the Program, the Employee may (but shall not be required to) elect to receive distributions in cash and/or Brink’s Stock in respect of all or a portion of the amounts and/or Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock Incentive Account, as applicable, prior to such Employee’s Termination of Employment. Such Employee may elect to receive (i) such cash amounts in a single-lump sum distribution on or in equal annual installments (at least two and not more than five) beginning on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)); provided, however, that if the aggregate value of the applicable portion of amounts credited to such Employee’s Cash Incentive Account at the time any such installment is due, is less than or equal to the lesser of $25,000 and the limitation calculated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(v)(B), then such amounts shall be distributed to such Employee in a single-lump sum distribution in a manner that shall comply with Treasury Regulation Section 1.409A-3(j)(4)(v) and (ii) such Units in a single-lump sum distribution on a nondiscretionary and objectively determinable calendar date (within the meaning of Treasury Regulation Section 1.409A-3(i)(1)). The distribution election(s) described in this Section 8.01 shall be made no later than the corresponding deferral election. After making such a distribution election, an Employee may subsequently change, at least 12 months prior to the first scheduled distribution under such Employee’s current election (such, date the “Initial Distribution”), his or her distribution election under this Section 8.01, but such Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of the Initial Distribution and any such subsequent election shall not become effective prior to the 12-month anniversary of the date such subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b).
For the avoidance of doubt, any such subsequent election shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead be applicable with respect to any such payment; provided, however, that, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment. If an Employee experiences a Disability or dies prior to receiving all such distributions elected pursuant to this Section 8.01, such amounts and/or Units that have not been distributed shall be treated in accordance with Section 8.02 below.
(b) The amount of cash to be included in each installment pursuant to this Section 8.01, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).
(c) Any fractional Units distributed pursuant to this Section 8.01 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.
(d) Notwithstanding the foregoing, in the event that Section 8.02, 8.03 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the date of the first scheduled distribution of any deferred amounts and/or Units under this Section 8.01, such provision shall apply instead of this Section 8.01; provided, however, that this Section 8.01 shall continue to apply to any deferred amounts and/or Units after the commencement of distributions hereunder without regard to the potential subsequent application of Section 8.03 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.01.
Section 8.02. Certain Distributions on Death or Disability. (a) Each Employee shall receive a distribution in cash and/or Brink’s Stock in respect of all amounts and/or Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Stock Incentive Accounts, as applicable, as of the date of such Employee’s death or Disability (whether or not distribution shall have previously commenced pursuant to Section 8.01, 8.03 or 8.05), in a single-lump sum distribution as soon as practicable, but no later than 45 days, after the date of such Employee’s death or Disability, as applicable.
(b) Any fractional Units distributed pursuant to this Section 8.02 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.
(c) In the event of an Employee’s death or Disability after the provisions of Section 8.01, 8.03 or 8.05 have become applicable (whether or not distribution has commenced), this Section 8.02 shall apply in lieu of such Sections with respect to any amounts and/or Units that remain standing to the credit of such Employee’s Incentive Accounts as provided in Section 8.02(a).
Section 8.03. Certain Distributions on Termination of Employment. (a) In connection with each deferral under the Program made after July 10, 2014, each Employee shall elect to receive (i) distributions in cash in respect of all amounts covered by such deferral election standing to the credit of such Employee’s Cash Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in equal annual installments (at least two and not more than five) commencing on the first day that is more than six months after the date of the Employee’s Termination of Employment, and with each subsequent installment being paid on each anniversary of such date that is more than six months after the date of the Employee’s Termination of Employment and (ii) distributions in Brink’s Stock in respect of all Units covered by such deferral election (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto) standing to the credit of such Employee’s Post-2014 Stock Incentive Account as of the date of such Employee’s Termination of Employment, in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment. The distribution election described in this Section 8.03 shall be made no later than the corresponding deferral election. An Employee may subsequently change, at least 12 months prior to his or her Termination of Employment, such distribution election, but such an Employee shall not be permitted to change his or her distribution election subsequent to the second such change. Distributions pursuant to any such subsequent election shall not commence earlier than the fifth anniversary of when distributions would have commenced under such Employee’s current election and any such subsequent election shall not become effective prior to the 12-month anniversary of the date the subsequent election is made and shall otherwise comply with Treasury Regulation Section 1.409A-2(b). For the avoidance of doubt, any such subsequent election made during the 12-month period prior to an Employee's Termination of Employment shall be void and without effect with respect to any payment that would otherwise occur during the 12-month period following the date that such subsequent election is made, and the Employee's election in effect at the time that the subsequent election is made shall instead remain applicable with respect to any such payment; provided, however, for the avoidance of doubt, a subsequent election shall be applicable with respect to installment payments that are payable after the 12-month period following the date that a such subsequent election is made provided that the Employee specifies that the subsequent election is applicable to each such installment payment.
In the event that an Employee fails to clearly and unambiguously elect a form of distribution under this Section 8.03(a) with respect to all or a portion of any amounts standing to the credit of (or to be credited to) such Employee’s Incentive Accounts, such Employee will be deemed to have elected to receive a single-lump sum distribution as provided for pursuant to this Section 8.03(a) with respect thereto.
(b) In connection with each deferral election made prior to January 1, 2014 under the Program, for any Termination of Employment, each Employee shall receive distributions in Brink’s Stock in respect of all Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions (other than Post-2014 Matching Supplemental Savings Plan Contributions) and dividends related thereto) standing to the credit of such Employee’s Pre-2015 Stock Incentive Account in a single-lump sum distribution on the first day that is more than six months after the date of the Employee’s Termination of Employment or in accordance with any applicable distribution election made by such Employee covered by such applicable deferral election prior to January 1, 2014.
(c) The amount of cash to be included in each installment pursuant to this Section 8.03, if applicable, shall be a fraction, the numerator of which is equal to the applicable portion of such Employee’s remaining applicable Cash Incentive Account balance subject to such distribution election (i.e., the original amounts deferred under such election together with the amounts credited or debited to such Cash Incentive Account, reduced by the amounts subject to any prior installments) and the denominator of which is equal to the number of remaining installments (including the current installment).
(d) Any fractional Units distributed pursuant to this Section 8.03 shall be converted to cash based on the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution and shall be paid in cash.
(e) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.05 becomes applicable (whether or not distribution has commenced) prior to the applicable Employee’s Termination of Employment, the provisions of Section 8.01, 8.02 or 8.05, as applicable, shall apply instead of this Section 8.03; provided, however, that this Section 8.03 shall continue to apply to any deferred amounts and/or Units after the occurrence of such Employee’s Termination of Employment without regard to the potential subsequent application of Section 8.01 or 8.05. Section 8.02 shall apply in all events notwithstanding this Section 8.03.
Section 8.04. Distributions Attributable to Matching Incentive Contributions and Matching Salary Contributions on Termination of Employment.
In the event of a Match Eligible Employee’s (a) death, (b) Retirement, (c) Disability or (d) Termination of Employment for any reason within three years following a Change in Control (other than a Termination of Employment by the Company for Cause), such Match Eligible Employee shall receive a distribution of Brink’s Stock in respect of each Unit standing to the credit of such Match Eligible Employee’s Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto in the same manner as provided in Section 8.02 or 8.03, as applicable, for the distribution of the applicable deferred amount that gave rise to the Matching Incentive Contribution, Matching Salary Contribution, Post-2014 Matching Supplemental Savings Plan Contribution or dividend related thereto that was converted into such Unit.
In the event of a Termination of Employment for a reason not described in the preceding paragraph and that is not in connection with a Termination of Employment by the Company for Cause, such Match Eligible Employee shall be vested in the Units standing to the credit of such Match Eligible Employee in his or her Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto in accordance with the following schedule:
|
|
|
|
|
|
| Months of Service |
Vested Percentage |
|
|
| less than 36 |
0 |
| at least 36 but less than 48 |
50% |
| at least 48 but less than 60 |
75% |
| 60 or more |
100% |
For periods beginning on and after August 1, 2021, a Match Eligible Employee shall receive credit for one “month of service” under the Program for each calendar month of service with the Company (without regard to whether such Match Eligible Employee participates in subsequent calendar years) through the date of such Match Eligible Employee’s Termination of Employment; provided, however, if subsequent to a Match Eligible Employee’s Termination of Employment for any reason, such former Match Eligible Employee again becomes eligible to participate in the Program, any prior credits for “months of service” shall be disregarded. Notwithstanding anything herein to the contrary, Brink’s Stock in respect of each vested Unit standing to the credit of such Match Eligible Employee attributable to Matching Incentive Contributions, Matching Salary Contributions, Matching Supplemental Savings Plan Contributions and dividends related thereto shall be distributed as provided in Section 8.02 or 8.03, as applicable, and any remaining unvested Units shall be forfeited; provided further, that any such distribution pursuant to Section 8.03 shall be pursuant to an election made by such Match Eligible Employee as provided for under Section 8.03 in respect of Units deferred under the Program. For the avoidance of doubt, a Match Eligible Employee shall always be vested in any Matching Supplemental Savings Plan Contributions that are not Post-2014 Matching Supplemental Savings Plan Contributions.
Section 8.05. Distribution Following a Change in Control. (a) In the event of a 409A Change in Control, each Employee shall receive a single-lump sum distribution in cash and/or Brink’s Stock (or stock of the successor to the Company, if any) in respect of all amounts and/or Units (other than Units attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions, Stock Unit Deferrals and dividends related thereto) standing to the credit of such Employee’s Cash Incentive Account and Post-2014 Stock Incentive Account, as applicable, on the earlier of (i) the date that is 15 months from the 409A Change in Control and (ii) the date (the “Specified Distribution Date”) specified in any applicable deferral election of the Employee, but only to the extent that such Specified Distribution Date is within 12 months from the 409A Change in Control; provided, however, such Employee may, with respect to each deferral election under the Program made on or after July 10, 2014, elect prior to the earlier of (A) the date that is three months after the occurrence of the 409A Change in Control and (B) the date that is at least 12 months prior to the Specified Distribution Date designated by the Employee in any applicable deferral election, to receive the amounts and/or Units subject to such deferral election in a single-lump sum distribution or, in the case of amounts subject to such deferral elections only, in equal annual installments (at least two and not more than five) commencing no earlier than the fifth anniversary of the date such amounts and/or Units would have been distributed absent such election, and each such distribution election shall otherwise comply with Treasury Regulation Section 1.409A-2(b).
(b) Notwithstanding the foregoing, in the event that Section 8.01, 8.02 or 8.03 becomes applicable (whether or not distribution has commenced) prior to a 409A Change in Control, the provisions of Section 8.01, 8.02 or 8.03, as applicable, shall apply instead of this Section 8.05; provided, however, that this Section 8.05 shall continue to apply to any deferred amounts and/or Units after the occurrence of a 409A Change in Control without regard to the potential subsequent application of Section 8.01 or 8.03. Section 8.02 shall apply in all events notwithstanding this Section 8.05.
Section 8.06. Unforeseeable Emergencies. An Employee who experiences an Unforeseeable Emergency may petition the Company to receive a partial or full payout from his or her Cash Incentive Account and/or Stock Incentive Accounts to the extent permitted by Treasury Regulation Section 1.409A-3(i)(3). Such payout, if any, shall not exceed the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, local or foreign income taxes or penalties reasonably anticipated as a result of such distribution, but after taking into account any additional compensation available by canceling deferral elections as permitted under the Program or any other non-qualified deferred compensation plan in which the Employee participates. An Employee shall not be eligible to receive a payout according to this Section 8.06 to the extent that such a payout would not be permitted by Treasury Regulation Section 1.409A-3(i)(3) or the Unforeseeable Emergency is or may be relieved (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Employee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (c) by cessation of deferrals under the Program.
Section 8.07. Changes to and Cancelations of Deferral Elections. Any election to defer under the Program shall be irrevocable, in the case of (a) amounts under the Program for any Year, (i) on and after the first day of such Year or (ii) in the case of an election made by a newly eligible Employee for his or her initial Year of eligibility, after the date such an election is made and (b) Cash Performance Payments under the Program for any Performance Measurement Period, after the last date for making such an election, as specified in the second or third sentence of Section 6.03, above, as applicable (it being understood that an Employee may only change any such election prior to its becoming irrevocable in accordance with procedures established by the Company). After such election has become irrevocable, an Employee may only subsequently change such election consistent with this Article 8 and Code Section 409A but may, in compliance with Treasury Regulation Section 1.409A-3(j)(4)(viii), cancel any such election.
Section 8.08. Termination of Employment by the Company for Cause. In the event of a Termination of Employment by the Company for Cause, the Match Eligible Employee shall forfeit all of the Units standing to the credit of the Match Eligible Employee’s Stock Incentive Accounts attributable to Matching Incentive Contributions, Matching Salary Contributions, Post-2014 Matching Supplemental Savings Plan Contributions and dividends related thereto.
Section 8.09. Installment Payments. For purposes of Section 409A, each installment payment provided for under this Article 8 will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).
Section 8.10. Distribution Timing. Distributions made pursuant to this Article 8 will be made on the designated payment date or as soon as administratively practicable following such date.
ARTICLE 9
Designation of Beneficiary
An Employee may designate in a written election filed with the Company a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive all distributions and payments under the Program after the Employee’s death. Any such designation may be revoked, and a new election may be made, at any time and from time to time, by the Employee without the consent of any beneficiary. If the Employee designates more than one beneficiary, any distributions and payments to such beneficiaries shall be made in equal percentages unless the Employee has designated otherwise, in which case the distributions and payments shall be made in the percentages designated by the Employee. If no beneficiary has been named by the Employee or no beneficiary survives the Employee, the remaining amounts and/or Shares (including fractional Shares) in the Employee’s Cash Incentive Account and/or Stock Incentive Accounts shall be distributed or paid in a single lump-sum sum to the Employee’s estate.
All distributions from an Employee’s Stock Incentive Accounts shall be made in Shares except that fractional Shares shall be paid in cash.
ARTICLE 10
Miscellaneous
Section 10.01. Nontransferability of Benefits. Except as provided in Article 9, amounts and/or Units credited to a Cash Incentive Account and/or Stock Incentive Account shall not be transferable by an Employee or former Employee (or his or her beneficiaries) other than by will or the laws of descent and distribution or pursuant to a domestic relations order. No Employee, no person claiming through such Employee, nor any other person shall have any right or interest under the Program, or in its continuance, in the payment of any amount or distribution of any amounts and/or Shares under the Program, unless and until all the provisions of the Program, any determination made by the Committee thereunder, and any restrictions and limitations on the payment itself have been fully complied with. Except as provided in this Section 10.01, no rights under the Program, contingent or otherwise, shall be transferable, assignable or subject to any pledge or encumbrance of any nature, nor shall the Company or any of its Subsidiaries be obligated, except as otherwise required by law, to recognize or give effect to any such transfer, assignment, pledge or encumbrance.
Section 10.02. Notices. The Company may require all elections contemplated by the Program to be made on forms provided by it. All notices, elections and other communications pursuant to the Program shall be effective when received by the Company either, in the Company’s sole discretion, via electronic delivery through a Company email system or by reference to a location on a Company intranet or secure internet site to which the Employee has access or in writing delivered to the following address:
The Brink’s Company
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
Attention of Chief Human Resources Officer
Section 10.03. Limitation on Rights of Employee. Nothing in the Program shall be deemed to create, on the part of any Employee, beneficiary or other person, (a) any interest of any kind in the assets of the Company or (b) any trust or fiduciary relationship in relation to the Company. The right of an Employee to receive any amounts and/or Shares shall be no greater than the right of any unsecured general creditor of the Company.
Section 10.04. No Contract of Employment. The benefits provided under the Program for an Employee shall be in addition to, and in no way preclude, other forms of compensation to or in respect of such Employee. However, the eligibility criteria in the Program shall not give such Employee any right to be retained in the employ of the Company or any of its Subsidiaries for any period. The right of the Company and of each such Subsidiary to terminate the employment of any Employee for any reason or at any time is specifically reserved.
Section 10.05. Withholding. All distributions pursuant to the Program shall be subject to withholding in respect of income and other taxes required by law to be withheld. The Company shall establish appropriate procedures to ensure payment or withholding of such taxes. Such procedures may include arrangements for payment or withholding of taxes by retaining Shares otherwise issuable in accordance with the provisions of the Program or by accepting already owned Shares, and by applying the fair market value of such Shares to the withholding taxes payable. The value of the Brink’s Stock distributed to an Employee pursuant to the Program shall, for purposes of income taxes and all other applicable taxes, be considered equal to the per share reported closing price of Brink’s Stock as reported on the New York Stock Exchange on the final trading day immediately preceding the date of distribution.
Section 10.06. Amendment and Termination. The Committee may from time to time amend any of the provisions of the Program, or may at any time terminate the Program. No amendment or termination shall adversely affect any Units (or distributions in respect thereof) which shall theretofore have been credited to any Employee’s Cash Incentive Account and/or Stock Incentive Accounts. On the termination of the Program, distributions from an Employee’s Cash Incentive Account and/or Stock Incentive Accounts shall be made in compliance with Code Section 409A and Treasury Regulations issued thereunder.
EX-10.19
4
a202410-kexhibit1019.htm
EX-10.19
Document
THE BRINK’S COMPANY
CHANGE IN CONTROL PLAN
Effective March 1, 2022,
as amended and restated effective December 3, 2024
This is The Brink’s Company Change in Control Plan, as approved by the Committee, effective March 1, 2022, and amended and restated by the Committee effective December 3, 2024 as provided herein. This Plan replaces individual change in control agreements, which the Company previously entered into with a select group of management or highly compensated employees and which terminated in February 2022. This Plan further provides for future eligibility for employees of the Company or Affiliated Companies who become Participants and sets forth the circumstances under which a Participant is eligible to receive Plan benefits, and, if so, how Plan benefits shall be calculated, paid and/or provided.
SECTION 1. Purpose of the Plan. The purpose of this Plan is to provide financial assistance to Participant’s whose Termination is described within the terms and conditions of this Plan. The benefits of this Plan are designed to provide financial protection in the event of a Change in Control in which Participants’ employment may be jeopardized. The Plan does not provide benefits to any employee whose employment with the Company or an Affiliated Company ends by voluntary resignation without Good Reason or for Cause or any other Termination not specifically described in this Plan.
SECTION 2. Definitions. As used in this Plan, the following terms, when capitalized, have the meanings given below:
(a) “Accrued Obligations” means the sum of (1) the Participant’s Annual Base Salary through the Date of Termination, (2) any bonus or incentive compensation in respect of any performance period ended prior to the Date of Termination, (3) the Pro-Rata Bonus and (4) any accrued vacation pay, in each case to the extent not theretofore paid.
(b) “Act” means the Securities Exchange Act of 1934, as amended.
(c) “Affiliate” has the meaning ascribed thereto in Rule 12b-2 pursuant to the Securities Exchange Act of 1934, as amended.
(d) “Affiliated Company or Companies” means any company or companies controlled by, controlling or under common control with the Company.
(e) “Annual Base Salary” means the Participant’s annualized salary in effect immediately prior to the Operative Date.
(f) “Applicable Board” means the board of directors of the Company or, if the Company is not the ultimate parent corporation of the Affiliated Companies and is not publicly-traded, the board of directors of the ultimate parent of the Company.
(g) “Average Annual Bonus” means the average amount of the annual bonus earned by, and paid to, the Participant under The Brink’s Company Incentive Plan (or any substitute or successor plan) for the last three full calendar years preceding the Operative Date (for purposes of Section 4(b)(i)) and the Date of Termination (for purposes of Section 6). If the Participant has not been employed for the entirety of the last three full calendar years, the Average Annual Bonus shall be determined using the Participant’s target annual bonus amount for the year in which the Operative Date (for purposes of compensation under Section 4(b)(i)) and the Date of Termination (for purposes of Section 6) occurs for any (1) partial calendar year(s) of employment and (2) calendar year(s) that has not yet commenced.
(h) “Beneficial Owner” means the beneficial owner as defined in Rule 13d-3 under the Act.
(i) “Board” means the Board of Directors of the Company.
(j) “Cause” means (1) embezzlement, theft or misappropriation by the Participant of any property of the Company or an Affiliated Company, (2) the Participant’s willful breach of any fiduciary duty to the Company or an Affiliated Company, (3) the Participant’s willful failure or refusal to comply with laws or regulations applicable to the Company or an Affiliated Company and its business or the policies of the Company or an Affiliated Company governing the conduct of its employees, (4) the Participant’s gross incompetence in the performance of the Participant’s job duties, (5) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (6) the failure of the Participant to perform duties consistent with a commercially reasonable standard of care or (7) any gross negligence or willful misconduct of the Participant resulting in a loss to the Company or an Affiliated Company.
For purposes of this Section 2(j), no act, or failure to act, on the part of the Participant shall be considered willful unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company or an Affiliated Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or the Applicable Board or the advice of counsel for the Company or an Affiliated Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company or an Affiliated Company.
Notwithstanding the foregoing, no Executive shall be deemed to have been terminated for Cause without (x) reasonable notice to the Executive setting forth the reasons for the Company’s or an Affiliated Company intention to terminate for Cause, (y) an opportunity for the Executive, together with his or her counsel, to be heard before the Applicable Board, and (z) delivery to the Executive of a Notice of Termination from the Applicable Board finding that in the good faith opinion of three-quarters (3/4) or more of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board), the Executive acted in a manner described in one or more of clauses (1) through (7) above, and specifying the particulars thereof in detail.
(k) “CEO” means the Chief Executive Officer of the Company.
(l) “Code” means the Internal Revenue Code of 1986, as amended (collectively, with the regulations and other guidance promulgated thereunder).
(m) “Committee” means the Compensation and Human Capital Committee of the Board.
(n) “Company” means The Brink’s Company, a Virginia corporation. The term Company also means any successor to the Company’s business or assets, which assumes this Plan as provided for in Section 11, or which otherwise becomes bound by all the terms and provisions of this Plan by operation of law or otherwise.
(o) A “Change in Control” shall be deemed to occur (1) upon (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the shares of all classes of the Company’s Common Stock would be converted into cash, securities or other property other than a consolidation or merger in which holders of the Total Voting Power immediately prior to the consolidation or merger will have the same proportionate ownership of the Total Voting Power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company, (2) when any Person, other than the Company or an employee benefit plan or trust maintained by the Company, shall become the Beneficial Owner, directly or indirectly, of more than 20% of the Total Voting Power or (3) if at any time during a period of two consecutive years, the Incumbent Board shall cease for any reason to constitute at least a majority thereof; provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
(p) “Date of Termination” means (1) if the Participant’s employment is terminated by the Company or an Affiliated Company for Cause or Incapacity or by the Participant for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein and otherwise consistent with this Plan, as the case may be, (2) if the Participant’s employment is terminated by the Company or an Affiliated Company other than for Cause or Incapacity, the Date of Termination shall be the date on which the Company or an Affiliated Company notifies the Participant of such Termination, and (3) if the Participant’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Participant.
(q) “Effective Date” means March 1, 2022.
(r) “Eligible Employee” means each employee of the Company or an Affiliated Company who has been designated by the Company as a Participant in the Plan.
(s) “Employment Period” means the period commencing on the Operative Date and ending on the date that is:
(1) two years from the Operative Date for Executives; and
(2) one year from the Operative Date for Eligible Employees.
(t) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(u) “Excise Tax” means any excise tax imposed by Section 4999 of the Code.
(v) “Executive” means an Executive Officer, designated as such by the Board, or any other Eligible Employee who is deemed to participate at the “Executive” level in accordance with the definition of “Participant” below.
(w) “Good Reason” means any of the following events that is not cured by the Company or an Affiliated Company within 30 days after written notice thereof from the Participant to the Company, which written notice must be made within 90 days of the occurrence of the event:
(1) without the Participant’s express written consent, the assignment to the Participant of any duties materially inconsistent with the Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 4(a) hereof, or
(2) any other action by the Company or an Affiliated Company which results in a material diminution in such position, authorities, duties or responsibilities; or
(3) without the Participant’s express written consent, the Company’s or an Affiliated Company’s requiring a change to Participant’s work location as set forth in Section 4(a)(1), which change increases the distance of the Participant’s commute from his principal residence at the time of such change; or
(4) any material breach of, or failure by the Company to comply with, the provisions of this Plan.
Notwithstanding the foregoing, Good Reason will cease to exist if the Participant has not Terminated within two years following the initial occurrence of the event constituting Good Reason.
(x) “Incapacity” means any physical or mental illness or disability of the Participant which continues for a period of six consecutive months or more and which at any time after such six-month period a physician selected by the Company or its insurers and reasonably acceptable to the Participant or the Participant’s legal representative determines renders the Participant incapable of performing his or her duties during the remainder of the Employment Period.
(y) “Incumbent Board” means the individuals who at the beginning of the applicable period constituted the Board.
(z) “Notice of Termination” means a written notice that (1) indicates the specific Termination provision in this Plan relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination under the provision so indicated, (3) in the case of Termination by the Company or an Affiliated Company for:
(1) Cause, if the Participant is an Executive, confirms that such Termination is pursuant to a resolution of the Applicable Board; or
(2) Incapacity, confirms that such Termination of a Participant follows a determination of a physician selected in accordance with Section 2(w).
If the Date of Termination is other than the date of receipt of such notice, the Participant’s Date of Termination shall be the date specified in the notice (which shall be not more than 30 days after the giving of such notice).
The failure by the Participant or the Company or an Affiliated Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or Incapacity shall not serve to waive any right of the Participant or the Company or an Affiliated Company, respectively, hereunder or preclude the Participant or the Company or an Affiliated Company, respectively, from asserting such fact or circumstance in enforcing the Participant’s or the Company’s rights hereunder.
(aa) “Operative Date” means the date on which a Change in Control shall have occurred.
(bb) “Other Benefits” means the Company’s benefit plans, programs, policies, practices, contracts or agreements, subject to the terms thereof.
(cc) “Participant” means each Eligible Employee and Executive who previously had a change in control agreement with the Company that terminated in February 2022 (other than the CEO as of such date, who in connection with the Company’s leadership transition, effective May 6, 2022, continues to have a change in control agreement that expires May 6, 2023), each future Executive effective as of the date the Board designates the individual as an Executive and each Eligible Employee. Notwithstanding the foregoing or anything to the contrary herein, effective December 3, 2024 (subject to Section 14 below in the case of existing Participants as of such date), each Executive Vice President of the Company who directly reports to the CEO (each such individual, a “CEO Direct Report”) shall (1) in the case of a CEO Direct Report who is a U.S. employee, (x) for so long as such individual remains a CEO Direct Report, participate in the Plan as an “Executive”-level Participant, and (y) on and following the date that such individual ceases to be a CEO Direct Report, participate in the Plan as a non-“Executive”-level Participant or at such lower participation level as may then be established by the CEO, or (2) in the case of a CEO Direct Report who is not a U.S. employee, except as otherwise determined by the Committee (in the case of employees whose compensation arrangements are within its purview) or the CEO (in the case of all other employees), in either case in their sole discretion, participate in the Plan as a non-“Executive”-level Participant or at such lower participation level as may then be established by the CEO, provided that any reduction in benefits below the non-“Executive”-level in place as of December 3, 2024 in respect of then-existing Participants shall be subject to Section 14 below.
(dd) “Person” means a person as defined in Section 13(d) of the Act.
(ee) “Plan” means The Brink’s Company Change in Control Plan.
(ff) “Pro-Rata Bonus” means the product of (1) the Average Annual Bonus and (2) a fraction, the numerator of which is the number of days in the current calendar year through the Date of Termination, and the denominator of which is 365.
(gg) “Restricted Period” means the period that begins upon a Participant’s Termination during the Employment Period and ends on the date which is one (1) year after Termination.
(hh) “Restricted Territory” means those states or countries (1) in which the Participant was physically located at the time the Participant provided services in furtherance of the business interests of the Company or an Affiliated Company, (2) for which the Participant had supervisory responsibility (in whole or in part), if any, on behalf of the Company or an Affiliated Company, or (3) to which the Participant was assigned by the Company or an Affiliated Company. With regard to the United States, such Restricted Territory means the individual states in which Participant provided such services, was assigned by the Company or an Affiliated Company or had supervisory responsibility within twenty-four (24) months prior to the Participant’s Termination. Outside of the United States, such Restricted Territory means those countries in which Participant provided such services, was assigned by the Company or an Affiliated Company or had supervisory responsibility within twenty-four (24) months prior to the Participant’s Termination. In no event will the Restricted Territory include any state or country where the Company either does not provide or has ceased providing products and services.
(ii) “Termination” means a cessation of Participant’s employment with the Company or an Affiliated Company.
(jj) “Total Voting Power” means the total voting power in the election of directors of the Company of all classes of Common Stock outstanding (exclusive of shares held by the Company’s affiliates).
SECTION 3. Employment Period. The Company or an Affiliated Company hereby agrees to continue the Participant in its employ, subject to the terms and conditions of this Plan, for the Employment Period; provided, however, that, during the Employment Period, the Participant shall have the right to terminate his or her employment for any reason, or for no reason at all, whereupon the Employment Period shall terminate effective as of the date of such Termination.
SECTION 4.Terms of Employment
(a) Position and Duties.
(1) During the Employment Period: (A) the Participant’s position (including status, offices, titles, reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately prior to the Operative Date, and (B) the Participant’s services shall be performed primarily at a location that is within 25 miles of the location at which the Participant was based on the Operative Date, and the Company shall not require the Participant to travel on Company business to a substantially greater extent than required immediately before the Operative Date, except for travel and temporary assignments which are reasonably required for the full discharge of the Participant’s responsibilities and which are consistent with the Participant’s primary work location hereunder.
(2) During the Employment Period, and excluding any periods of vacation and sick leave to which the Participant is entitled, the Participant agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Participant hereunder, to use the Participant’s reasonable best efforts to perform faithfully and efficiently such responsibilities. All such services as a Participant will be subject to the direction and control of the Eligible Employee’s manager, and, for each Executive, the CEO or of an appropriate senior official designated by the CEO (or, in the event of the CEO’s incapacity without such a designation, the Board).
(b) Compensation.
(1) Salary and Bonus. During the Employment Period the Participant will receive compensation at an annual rate equal to the sum of (A) a salary not less than the Participant’s Annual Base Salary, plus (B) a bonus not less than the Participant’s Average Annual Bonus.
(2) Incentive and Savings Plans. During the Employment Period, the Participant will be entitled to (A) continue to participate in all incentive and savings plans and programs generally applicable to similarly situated executives of the Company or (B) participate in incentive and savings plans and programs of a successor to the Company which have benefits that are not less favorable to the Participant than the benefits available to the Participant under the incentive and savings plans and programs in which the Participant was eligible to participate immediately prior to the Operative Date.
(3) Welfare Benefit Plans. During the Employment Period, the Participant and/or the Participant’s family or beneficiary, as the case may be, shall be eligible to (A) participate in and shall receive all benefits under welfare benefit plans and programs generally applicable to similarly situated executives of the Company or (B) participate in welfare benefit plans and programs of a successor to the Company which have benefits that are not less favorable to the Participant than the benefits available to the Participant under the welfare benefit plans and programs in which the Participant was eligible to participate immediately prior to the Operative Date.
(4) Business Expenses. During the Employment Period the Company shall, in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Participant for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Participant in performing services hereunder. All such expenses shall be accounted for in such reasonable detail as the Company may require.
(5) Vacations. The Participant shall be entitled to periods of vacation not less than those to which the Participant was entitled immediately prior to the Operative Date.
SECTION 5. Termination of Employment
(a) Death. The Participant’s employment shall terminate automatically upon the Participant’s death during the Employment Period.
(b) Cause or Incapacity. The Company may terminate the Participant’s employment for Cause or Incapacity during the Employment Period.
(c) Good Reason. The Participant may terminate his or her employment for Good Reason during the Employment Period.
(d) Notice of Termination. Any Termination by the Company for Cause or Incapacity, or by the Participant for Good Reason during the Employment Period, shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 13 of this Plan.
SECTION 6. Obligations of the Company Upon Termination
(a) Termination for Good Reason or for Reasons Other Than for Cause, Death or Incapacity. If, during the Employment Period, the Company shall terminate the Participant’s employment other than for Cause or Incapacity or the Participant shall terminate his or her employment for Good Reason:
(1) the Company shall pay to the Participant in a lump sum in cash within 60 days after the Date of Termination the aggregate of the following amounts: (A) Accrued Obligations; and (B) the amount equal to:
(i) for Executives, the product of (a) two and (b) the sum of (x) the Participant’s currently effective Annual Base Salary and (y) his or her Average Annual Bonus; and
(ii) for Eligible Employees, the Eligible Employee’s Annual Base Salary; and
(2) in the event the Participant elects continued medical and dental benefit coverage pursuant to Section 4980B(f) of Code then until the earlier of: (A) for Executives, the eighteen-month anniversary of the Date of Termination; and (B) for Eligible Employees, the end of the Employment Period; and such time as the Participant becomes eligible to receive medical benefits under another employer-provided plan, the Company shall reimburse the Participant for premiums associated with such coverage in an amount equal to the premiums that the Company would have paid in respect of such coverage had the Participant’s employment continued during such period; and
(3) the Company shall, at its sole expense as incurred, provide the Participant with reasonable outplacement services for a period of up to one year from the Date of Termination. Executives shall have discretion to select the provider and scope of outplacement services. The Company shall select the provider and scope of outplacement services for Eligible Employees; and
(4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Participant any Other Benefits.
(b) Death or Incapacity. If the Participant’s employment is terminated by reason of the Participant’s death or Incapacity during the Employment Period, the Participant’s eligibility under this Plan shall terminate without further obligations to the Participant’s legal representatives under this Plan, other than for (1) timely payment of Accrued Obligations in a lump sum in cash within 30 days after the Date of Termination and (2) provision by the Company of death benefits or disability benefits for Termination due to death or Incapacity, respectively, in accordance with Other Benefits in effect at the Operative Date or, if more favorable to the Participant, at the Participant’s Date of Termination.
(c) Cause; Other than for Good Reason. If the Participant’s employment shall be terminated for Cause during the Employment Period, the Participant’s eligibility under this Plan shall terminate without further obligations to the Participant under this Plan, other than timely payment to the Participant of (1) the Participant’s currently effective Annual Base Salary through the Date of Termination in a lump sum in cash within 30 days after the Date of Termination and (2) Other Benefits, in each case to the extent theretofore unpaid. If the Participant voluntarily terminates employment during the Employment Period, excluding a Termination for Good Reason, the Participant’s eligibility under this Plan shall terminate without further obligations to the Participant under this Plan, other than for the timely payment of Accrued Obligations (other than a Pro-Rata Bonus) in a lump sum in cash within 30 days after the Date of Termination, and Other Benefits.
(d) Limitations on Payments Under Certain Circumstances. In the event that an accounting firm designated by the Company prior to a Change in Control determines that the aggregate amount of the payments and benefits that, but for this Section 6(d), would be payable to the Participant under this Plan or any other plan, policy or arrangement of the Company, exceeds the greatest amount of payments and benefits that could be paid or provided to the Participant without giving rise to any liability for any Excise Tax, then the aggregate amount of such payments and benefits payable or to be provided to the Participant shall not exceed the amount that produces the greatest after-tax benefit to the Participant after taking into account any Excise Tax and other taxes to be payable by the Executive. Any reduction in such payments or benefits pursuant to the immediately preceding sentence shall be made in the following order: (1) by reducing benefits payable pursuant to Section 6(a)(i)(B) and then (2) by reducing amounts payable pursuant to Section 6(a)(2).
(e) Noncompetition. In the event a Participant breaches any provision of this Section 6(e), Participant’s entitlement to any payments payable pursuant to Section 6 of this Plan, if and to the extent not yet paid, shall thereupon immediately cease and terminate as of the date of such breach, with the Participant having the obligation to repay to the Company any payments that were paid to the Participant during the period of the breach, provided that the non-compete under this Section 6(e) remains in effect. The Participants consist of a select group of management or highly compensated employees who, during the course of Participant’s employment with the Company,
(1) have had and/or will have access to and become familiar with various confidential and proprietary information of the Company and/or relating to the business of the Company , whether marked confidential or not (“Confidential Information”), including, but not limited to: business plans; operating results; financial statements and financial information; contracts; mailing lists; purchasing information; customer data (including lists, names and requirements); feasibility studies; personnel related information (including Participants’ skills, knowledge, capabilities, performance, compensation, compensation plans, and staffing plans); internal working documents and communications; and other materials related to the businesses or activities of the Company which is made available only to employees of the Company with a need to know or which is not generally made available to the public;
(2) have and/or will become familiar with and involved in all aspects of the business and operations of the Company, as well as with confidential information of or about third parties having business dealings with the Company, including without limitation customers and prospective customers, suppliers, business partners and affiliates of the Company; and
(3) provide services that have been and shall continue to be of special, unique and extraordinary value to the Company.
Therefore, in exchange for the Plan benefits provided herein to the Participant, upon Termination during the Employment Period and the Restricted Period, without the express written consent of an Eligible Employee’s manager, or, for an Executive, the CEO (or, for the CEO, the Board):
(i) Participant will not (except for services performed for or on behalf of the Company), directly or indirectly, in any capacity (whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise) engage in employment or provide services to any person or entity that, within the Restricted Territory, provides or provided products or services in the business of armored vehicle transportation, secure international transportation of valuables, coin processing services, currency processing services, cash management services, safe and safe control services, payment services, security and guarding services, deposit processing services/daily overnight credit, check imaging, or jewel or precious metal vaulting, that are the same as or substantially similar to, and competitive with, the products or services provided by the Company at the time of or at any time during the twenty-four (24) months prior to the Participant’s Termination, in return for remuneration or a right to remuneration of any kind, including but not limited to current or deferred compensation, wages, salary, fees, benefits, tangible or intangible property or ownership rights or interests or other property rights, whether paid or conveyed to Participant or promised in the future by any person, business or other entity as a result of, or in exchange for, any work or services performed, or any intellectual property conveyed by Participant.
(ii) Notwithstanding any provision hereof to the contrary, this Section 6(e) does not restrict Participants’ right to (a) provide services without remuneration to a not-for-profit entity; or (b) own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Act, provided that Participant’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company and such acquisition does not violate the Company’s code of ethics or any other policy of the Company (including any policy related to inside information), any applicable securities law or any applicable standstill or other similar contractual obligation of the Company.
(iii) Notwithstanding the foregoing, the restrictions set forth in Section 6(e) shall not apply to an Executive’s post-Termination
employment or activities if (a) Executive requests a waiver and receives the prior express written and informed consent of the Board or the CEO, subject to such limitations and restrictions as the Board or CEO may impose in its or his or her sole discretion, or (b) if Executive executes a waiver, in the form attached hereto as Exhibit A (the “Waiver”), of all rights to receive payments of compensation pursuant to this Plan and delivers such signed Waiver within 10 days following the Executive’s Termination. Such Waiver shall not, however, extinguish, avoid or in any way limit Executive’s other obligations under the Plan. Except as to employment permitted in this Section 6(e), before Executive accepts employment with any other person or entity while any restriction under Section 6(e) is in effect, Executive will provide the prospective employer with written notice of the provisions of Section 6(e) only (and not the full Plan) and will deliver a copy of the notice to the Company.
SECTION 7. Non-Exclusivity of Rights. Nothing in this Plan shall prevent or limit the Participant’s continuing or future participation in any Other Benefits and for which the Participant may qualify, nor, subject to Section 6(d), shall anything herein limit or otherwise affect such rights as the Participant may have under any contract or agreement with the Company an Affiliated Company. Amounts which are vested benefits or which the Participant is otherwise entitled to receive under any Other Benefits at or subsequent to the Date of Termination shall be payable in accordance with such Other Benefits except as explicitly modified by this Plan.
SECTION 8. No Mitigation. If the Participant has a Termination during the Employment Period for any reason, the Participant is not required to seek other employment or to attempt in any way to reduce any amounts payable Participant hereunder. Furthermore, except as provided in Section 6(d), the amount of any payment or benefit provided hereunder shall not be reduced by any compensation earned by the Participant as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Participant to the Company, or otherwise.
SECTION 9. Full Settlement. Any benefits paid under this Plan shall be deemed to constitute the settlement of any claims the Participant might otherwise be entitled to assert against the Company or a Company Affiliate by reason of the Termination for any reason during the Employment Period. The Company’s obligation to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Participant or others. In no event shall the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan and such amounts shall not be reduced, except as explicitly provided in Section 6(d), whether or not the Participant obtains other employment.
SECTION 10. Legal Fees. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which an Executive may reasonably incur prior to the tenth anniversary of the end of the Employment Period as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Plan or any guarantee of performance thereof.
SECTION 11. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, however, no such express agreement shall be necessary in the event such successor assumes or would assume this Plan by operation of law. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession will be a violation of this Plan and entitle the Participant to compensation from the Company in the same amount and on the same terms as the Participant would be entitled to hereunder had the Company terminated the Participant for reason other than Cause or Incapacity on the succession date.
(b) This Plan shall be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
SECTION 12. Non-assignability. The Participant’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his or her will or by the laws of descent or distribution, and, in the event of any attempted assignment or transfer by the Participant contrary to this Section 12, the Company shall have no liability to pay any amount so attempted to be assigned or transferred.
SECTION 13. Notices. For the purpose of this Plan, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Participant: Address on file with the Company
If to the Company: The Brink’s Company
1801 Bayberry Court, Suite 400
P.O. Box 18100
Richmond, VA 23226
Attention of Corporate Secretary
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
SECTION 14. Administration, Amendment and Termination. The Committee, or its delegate, is responsible for administering this Plan and making any interpretation of Plan terms or determination of Plan benefits. The Committee has the right to amend or terminate this Plan at any time, in whole or in part, with respect to any Participant who has not experienced a Termination as of the effective date of such amendment or termination. Notwithstanding the foregoing, any termination of this Plan, and amendment of this Plan that reduces in any manner the Plan benefits which are provided to any Participant upon a Termination, or in any manner narrows the conditions under which a Termination will be determined to have occurred, or in any other manner that reduces the protections provided to Participants hereunder, shall not be effective until at least 12 months following approval by the Committee without written approval of each affected Participant, provided that, effective December 3, 2024 (subject to the foregoing terms in this Section 14 in the case of existing Participants as of such date), this period is reduced from 12 months to 6 months.
SECTION 15. Governing Law. The validity, interpretation, construction and performance of this Plan shall be governed by the laws of the Commonwealth of Virginia without reference to principles of conflict of laws.
SECTION 16. Section 409A. The provisions of this Section 16 shall apply notwithstanding any provision in this Plan to the contrary.
(a) Intent to Comply with Section 409A. It is intended that the provisions of this Plan comply with, or be exempt from, Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. For the purpose of compliance with Section 409A of the Code, the Date of Termination shall be the date that qualifies as a “separation from service” (as that term is defined under Section 409A of the Code) of the Participant.
(b) No alienation, set-offs, etc. Neither the Participant nor any creditor or beneficiary of the Participant shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan or under any Other Benefits to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to or for the benefit of the Participant under any Company Plan may not be reduced by, or offset against, any amount owing by the Participant to the Company (or an affiliate, as applicable).
(c) Six-Month Delay of Certain Payments. If, at the time of the Participant’s separation from service (within the meaning of Section 409A of the Code), (1) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (2) the Company shall make a good faith determination that an amount payable under any Company Plan constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company (or an affiliate, as applicable) shall not pay any such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it, without interest, on the first day of the seventh month following such separation from service.
(d) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (1) any reimbursement is for expenses incurred during the Participant’s lifetime (or during a shorter period of time specified in this Plan); (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (3) the reimbursement of an eligible expense will be made as soon as practicable, but no later than the last day of the calendar year following the year in which the expense is incurred; and (4) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(e) Amendment of Deferred Compensation Plans. Notwithstanding any provision of any Other Benefits to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to any Other Benefits as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code.
SECTION 17. Claims. If a Participant believes that any benefit under the Plan to which he or she is entitled has not been provided in accordance with the terms of the Plan, the Participant or his or her authorized representative may submit a claim to the Committee in writing at the address provided in Section 13, along with any information or documentation needed to process the claim.
Exhaustion of the claim and review procedures of this Section 17 is a prerequisite to the filing of any suit, action or proceeding in any court of law to the fullest extent permitted under ERISA or other applicable law.
(a) Initial Claim. The Committee will respond to an initial claim request by written notice within 90 days after it receives the request and any such information and documentation. If the Committee denies the claim, in whole or in part, it will give written notice of the decision to the claimant (which term includes the claimant's authorized representative) that sets forth, in a manner calculated to be understood by the claimant, (i) the specific reason(s) for the denial, (ii) a specific reference to the pertinent Plan provision(s) on which the denial is based, (iii) any additional information or documentation the claimant may need to perfect the claim, along with an explanation of why the additional information or documentation is needed, and (iv) the procedure and timeframe for further review of the claim, including a statement regarding the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination upon review.
(b) Request for Review of Claim Denial. The claimant shall have the right to make a request in writing to the Committee to review any initial claim denial within 60 days after receiving the notice of the denial. The claimant has the right, upon written request, to review or receive copies, free of charge, of any documents, records or other information relevant to the claimant's denied claim, and may submit written comments, documents, records and other information in connection with the request for review (even if not submitted with the initial claim). The Committee will respond to the request for review by written notice within 60 days after receiving the request. If the Committee continues to deny the claim, in whole or in part, the notice will set forth, in a manner calculated to be understood by the claimant, (i) the specific reason(s) for the denial, (ii) a specific reference to the pertinent Plan provision(s) on which the decision is based, (iii) a statement that the claimant has the right, upon written request, to review or receive copies, free of charge, any documents, records or other information relevant to the claimant's denied claim, and (iv) a statement regarding the claimant's right to bring a civil action under Section 502(a) of ERISA.
(c) Limitation on Civil Action. No claim to seek benefits under the Plan shall be permitted unless it is initiated within 365 days following the date a Participant would first be entitled to a payment or benefit under the terms of the Plan. Further, Participants must follow the procedures described in this Section 17, including exhausting their rights to request review of a claim denial, before initiating a civil action under Section 502(a) of ERISA. Any suit or legal action initiated by a Participant for benefits under the Plan must be brought by the Participant no later than 180 days following a final decision on the request for review of the claim denial. In no case may a suit or legal action be brought if the initial claim for benefits was not made within the time period prescribed in Section 17(a) or the request for review of the claim denial was not made within the time period prescribed in Section 17(b).
(d) ERISA Compliance. The claims procedures of this Section 17 shall be construed and interpreted in a manner consistent with the applicable provisions of Section 503 of ERISA.
SECTION 18. General Provisions.
(a) Not an Employment Contract. Neither this Plan nor any action taken with respect to it shall confer upon any person the right to continued employment with the Company.
(b) ERISA and Plan Administration. This Plan shall be considered to be an unfunded top-hat plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, and (2) it shall be administered in a manner which complies with those provisions of ERISA applicable to top-hat plans. The Plan shall be administered by the Committee, whose actions and determinations in such capacity shall be final, conclusive and binding upon all persons. The Committee may employ attorneys, consultants, accountants, agents and other individuals to assist in administration of the Plan, and the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. The Committee shall have full authority to interpret the terms and the intent of the Plan and to adopt such rules, regulations, forms, and guidelines for administering the Plan as the Committee may deem necessary or proper. The Committee may delegate administrative authority of the Plan (other than the designation of Eligible Employees), in whole or in part, to one or more officers or employees of the Company.
(c) Other Employee Benefit Plans. The provisions of this Plan shall be construed and applied independently of any Other Benefits. Benefits received under this Plan shall not be counted as wages or compensation for any retirement benefits of the Company.
(d) Inability to Locate Payee. If the Plan Committee is unable to make payments to any Participant or any other person to whom a payment may be due under the Plan in the discretion of the Plan Committee, any obligation the Company may have had under this Plan shall cease 12 months after the Participant’s Termination.
(e) Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan.
(f) Withholding. The Company may withhold from any benefits payable under this Plan all Federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.
(g) Captions. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.
Exhibit A
EXECUTIVE WAIVER OF PAYMENTS AND
ELECTION TO TERMINATE NON-COMPETE AGREEMENT
RECITALS
I, ___________________ [INSERT NAME] (hereinafter “Executive”), having terminated my employment with The Brink’s Company (“Company”) pursuant to Section 5 of the Change In Control Plan, acknowledge that:
a. I am entitled to receive substantial payments in exchange for a covenant not to compete with the Company as set forth in Section 6(e) of the Plan;
b. I understand that I may elect, within the time period specified in Section 6(e) of the Plan, to opt out of Section 6(e) the Plan and not to be bound by, or receive payments under, the Plan and I agree that the Company has the sole right to determine compliance with Section 6(e) in the exercise of its reasonable discretion;
c. I have been afforded a full and fair opportunity to review the Plan and I have had an opportunity to consult with counsel of my own choosing, at my election; and
d. I understand the terms of the Plan.
Election and Waiver of Rights
HAVING CONSIDERED THIS MATTER FULLY, I HEREBY ELECT TO TERMINATE THE NON-COMPETE OBLIGATION UNDER THE PLAN AND I WAIVE AND RELEASE ALL RIGHTS AND CLAIMS OF ANY KIND OR NATURE RELATING TO THE PLAN, INCLUDING ALL CLAIMS RELATING IN ANY WAY TO PAYMENTS OF COMPENSATION UNDER THE PLAN AND ALL CLAIMS RELATING IN ANY WAY TO THE PLAN.
I UNDERSTAND THAT THIS ELECTION IS FINAL AND BINDING UPON ME, AND UPON MY SUCCESSORS, HEIRS, ATTORNEYS AND ASSIGNS.
IN WITNESS WHEREOF, I HAVE EXECUTED THIS WAIVER OF PAYMENTS AND ELECTION TO TERMINATE THE NON-COMPETE AGREEMENT.
Executive:
_____________________________
Date: ________________________
Notice Address:
____________________________
____________________________
____________________________
Reviewed, agreed and accepted by:
THE BRINK’S COMPANY
By:
Name: _____________________
Title: ______________________
Date: ______________________
EX-19.1
5
a202410-kexhibit191.htm
EX-19.1
Document
BRINK’S INSIDER TRADING POLICY
JANUARY 2025
BRINK’S INSIDER TRADING POLICY
TABLE OF CONTENTS
Brink's Insider Trading Policy Page 2
January 2025
BRINK’S INSIDER TRADING POLICY
I: Purpose
The Brink’s Company and its subsidiaries (the “Company”) maintain this Insider Trading Policy (this “Policy”) to: (1) promote compliance with applicable U.S. securities laws that prohibit trading based on material non-public information and (2) avoid the appearance of impropriety in connection with trading in the Company’s securities and in the securities of entities with which the Company does business or competes.
II: Scope
This Policy applies to:
all employees, officers and directors of the Company worldwide, as well as to family members and other members of a person’s household and entities controlled by a person covered by this Policy. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material non-public information.
transactions in the Company’s securities including common stock, preferred stock, options to purchase common stock, or any other securities that the Company may issue as well as derivative securities, whether or not issued by the Company, such as publicly traded options (collectively referred to in this Policy as “Securities”).
III: Policy
A. Restrictions on Trading in Company Securities
Any employee, officer or director of the Company who is in possession of material non-public (or “inside”) information may not:
trade in the Company’s Securities; or
recommend the purchase or sale of any Company Securities.
This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material non-public information at the time his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.
Generally, information is considered “non-public” if it has not yet been widely disseminated to the public. In order for information to be considered public, it must be widely disseminated in a way that makes the information generally available to investors. In addition, a reasonable period (generally at least one full business day) must elapse to allow the market to react to the information.
Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, sell or hold securities. Any information that could be expected to affect the Company’s stock price, whether positive or negative, should be considered material. Examples of information that likely would be considered material include, but are not limited to, information about:
projections of future earnings or losses, or other earnings guidance;
changes to previously announced earnings guidance, or the decision to suspend earnings
guidance;
Brink's Insider Trading Policy Page 3
January 2025
BRINK’S INSIDER TRADING POLICY
a pending or proposed merger or acquisition;
a pending or proposed acquisition or divestiture of a significant business or asset;
a change in dividend policy, the declaration of a stock split, or an offering of additional Company
Securities;
changes in the Company’s strategy;
bank borrowings or other financing transactions out of the ordinary course;
the establishment of a repurchase program for Company securities;
significant customer or supplier wins or losses;
management changes involving The Brink’s Company’s executive officers;
a change in auditors or notification that the auditor’s reports may no longer be relied upon;
a significant cybersecurity incident; and
actual, pending or threatened significant litigation or investigation developments.
There are no exceptions to the laws that prohibit trading while in possession of material non-public information and securities transactions are likely to be viewed after the fact, regardless of whether your trading resulted in a gain or a loss. You should carefully consider how a transaction in Company Securities may be construed with the benefit of hindsight.
B. Prohibition on “Tipping”
You may not share material non-public information with others, and you could be liable under the federal securities laws (and in violation of this Policy) if you provide (or “tip”) material information to others who trade in the Company’s Securities while in possession of that information.
Similarly, you may not make recommendations or express opinions to others on the basis of material non-public information as to trading in Company Securities.
C. Family Members and Entities You Influence or Control
This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This means that if you are restricted to trading in an Open Period or are required to pre-clear your transactions, your Family Members are similarly restricted. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.
This Policy also applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. This means that if you are restricted to trading in an Open Period or are required to pre-clear your transactions, your Controlled Entities are similarly restricted.
D. Enforcement and Penalties for Violations
Violations of insider trading laws can have significant consequences for individuals as well as the Company, including:
civil penalties;
Brink's Insider Trading Policy Page 4
January 2025
BRINK’S INSIDER TRADING POLICY
criminal fines; and
imprisonment.
Please note that many countries other than the U.S. have laws regarding insider trading. Even if the activities in this Policy are not prohibited in the country where you are located, the Policy applies to all employees, officers and directors regardless of location.
In addition, failure to comply with this Policy may subject you to disciplinary action by the Company up to and including termination of employment, whether or not your failure to comply results in a violation of law.
E. Permitted Transactions in Company Securities During “Open Periods”
All employees are encouraged to engage in transactions in Company Securities within an “Open Period” which begins after one full market trading day following the Company's public release of its quarterly earnings reports or filing of its quarterly report on Form 10-Q (or annual report on Form 10-K), whichever is later, and continues through the 15th day of the last calendar month of the then current fiscal quarter (i.e., March 15, June 15, September 15 or December 15). For example, if a quarterly earnings release were issued and the Form 10-Q were filed before the market opens on Wednesday, May 1, the Open Period would begin on Thursday, May 2, and would continue through and including June 15. If a quarterly earnings release were issued before the market opens on Wednesday, May 1, but the Form 10-Q were filed Thursday, May 2, during market hours, then the Open Period would begin on Monday, May 6, and would continue through and including June 15.
Even during an Open Period, if you possess material non-public information, you may not engage in any transactions in Company Securities until the information has been made public or is no longer material. You should contact the Legal Department if you have any questions about materiality, non-public information, or the operation of this Policy.
Certain individuals are required by this Policy to limit their transactions in Company Securities to Open Periods. These individuals include:
Directors of the Company,
Executive Officers of the Company (so designated by the Board of Directors),
Direct reports to the Company’s Chief Executive Officer, and
Certain individuals who have been designated by the General Counsel because they have regular access to information regarding the Company’s results of operations or financial condition.
The Company may from time to time “close” an Open Period without prior notice or impose an event-specific trading restriction, during which persons designated by the General Counsel may not trade in Company Securities. If such a restriction period is imposed, the Company will notify affected individuals who will be prohibited from trading in Company Securities. Those individuals should not disclose to others that an event-specific trading restriction period is in effect.
F. Pre-Approval and Filing Requirements for Directors, Executive Officers and Other Specified Employees
Any transaction in Company Securities by a Director of the Company, an Executive Officer of the Company (so designated by the Board of Directors), a direct report to the Company Chief Executive Officer or by certain other employees whose roles involve exposure on a regular basis to material non-public information must:
occur during an Open Period and
be reviewed and approved in advance by the Company’s General Counsel or designee.
Pre-approval is valid for five business days, including the day on which approval is granted (the "Approval Period"). For example, if approval is granted on Tuesday, the approval would be valid through the
Brink's Insider Trading Policy Page 5
January 2025
BRINK’S INSIDER TRADING POLICY
close of business on the following Monday but the approval always remains subject to the general prohibition on trading while in possession of material non-public information. If during the Approval Period you become aware of and are in possession of material non-public information, it is your responsibility to refrain from trading. If a transaction order is not placed during the Approval Period, approval must be re-requested. If approval is denied, the fact of such denial must be kept confidential.
Directors and Executive Officers of the Company are required to comply with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related rules and regulations (collectively, “Section 16”), which set forth reporting obligations as well as limitations on “short swing” transactions (i.e., a purchase followed by a sale, or sale followed by a purchase, within any six-month period). The Company assists Directors and Executive Officers with filing Section 16 reports, however, the obligation to comply with Section 16 is personal. Please direct any inquiries regarding Section 16 to the General Counsel.
G. Trading in the Stock of Other Corporations
In the course of your employment, you may gain access to material non-public information regarding another company with which the Company does business (such as a customer, vendor, supplier, partner or other potential counterparty in a business transaction) or competes. You could be held liable under federal securities laws if you trade in the securities of another company when you are in possession of material non-public information about that company. In order to avoid both the possibility of litigation and possible embarrassment to the Company, you should not trade in the stock or other securities of other companies when in possession of material non-public information about them.
H. General Prohibition on Hedging
No Director or Executive Officer of the Company may, directly or indirectly, engage in any kind of hedging transaction that could reduce or limit the Director’s or Executive Officer’s economic risk relative to the Director's or Executive Officer's holdings, ownership or interest in Company Securities. Prohibited transactions include the purchase by a Director or Executive Officer of financial instruments designed to hedge or offset any decrease in the market value of the Company’s equity securities.
Short Sales
The federal securities laws make it unlawful for Directors and Executive Officers of the Company to make any short sale of Company Securities (sale of stock that the seller does not own). It is also against Company policy for any employee to make any short sale of Company Securities. This is equally true in the case of short sales “against the box,” i.e., where the employee holds a number of shares of the Company’s stock at least equal to the number of such shares sold short. Short sales tend to be speculative in nature and can reflect a profit objective that is inconsistent with that of the Company’s shareholders generally. In addition, short sales have the potential to signal to the market that the seller lacks confidence in a company’s performance.
Puts and Calls
Directors, Executive Officers and employees of the Company may not write options, including call options (generally the right to buy stock at a specific price before a set date) and put options (generally the right to sell stock at a specific price before a set date) relative to Company Securities. Transactions of this kind may be analogous to short sales or may create the appearance that trading is based on material non-public information. In addition, under the Securities and Exchange Commission’s rules governing “short-swing” transactions, the writing by a Director or an Executive Officer of a call or put with respect to Company Securities would constitute the sale or purchase, respectively, of the underlying Securities and could expose such officer to “short-swing” liability.
Brink's Insider Trading Policy Page 6
January 2025
BRINK’S INSIDER TRADING POLICY
Standing and Limit Orders
Standing and limit orders are orders that are placed with a bank or brokerage to buy or sell a set amount of Company Securities at a specified price during a certain period of time. The Company discourages placing standing or limit orders on Company Securities because, due to the lack of control over the timing of the transaction, a broker could execute a transaction while a Director, Executive Officer or employee possesses material non-public information. If a Director, Executive Officer or employee determines that they must use a standing order or a limit order, the order must be limited to a transaction that is executed during the Approval Period for those subject to pre-approval, or during the Open Period for those not subject to pre-approval; and the individual must automatically cancel the order if he or she becomes aware of material non-public information.
I. Rule 10b5-1 Plans
Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with this Policy, a Rule 10b5-1 Plan must be approved by the Company's General Counsel or designee and meet the requirements of Rule 10b5-1, including the requirements that a Rule 10b5-1 Plan must be entered into at a time when the person is not aware of material non-public information. Once the Plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The Plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion to an independent third party. Any Rule 10b5-1 Plan must be submitted for pre-approval by the Company's General Counsel five days in advance. Once a Rule 10b5-1 Plan has been approved, no further pre-approval of transactions conducted under the Rule 10b5-1 Plan will be required.
J. Margin Trading and Pledging
Open market purchases of Company Securities by use of margin credit should be avoided. Such purchases give the appearance of speculation, and for various reasons it may become necessary or desirable to reduce the margin indebtedness by selling the Securities during a period when the purchaser may be in possession of material non-public information. Similarly, Securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. For this reason, employees should refrain from pledging Company Securities. Directors and Executive Officers of the Company are prohibited from pledging Company Securities.
K. Stock Option Transactions
An option exercise (i.e., the purchase of shares pursuant to an option grant) may take place at any time if the optionee tenders cash for the exercise price of the option, but sales of stock as part of a cashless exercise of an option and/or the open market sale of stock resulting from an option exercise for the purpose of generating the cash needed to pay the exercise price of the option must comply with the rules that apply to any transactions in Company Securities (see Permitted Transactions in Company Securities During “Open Periods” and Pre-approval and Filing Requirements for Directors, Executive Officers and Other Specified Employees, above). Further, this Policy does not apply to any withholding of shares subject to an option to satisfy tax withholding requirements.
L. Employee Stock Plan
This Policy applies to your election to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”) for any enrollment period and to your sales of Company Securities purchased pursuant to the ESPP. This Policy does not apply to the purchases of Company Securities in the ESPP resulting from your
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January 2025
BRINK’S INSIDER TRADING POLICY
periodic contribution of money to the ESPP pursuant to the election you made at the time of your enrollment in the ESPP.
M. Bona Fide Gifts
Bona fide gifts of Company Securities are not transactions subject to this Policy, provided, however, that the Company’s Directors and Executives Officers who are subject to Section 16 must pre-clear any gift pursuant to the pre-approval requirements described above. Whether a gift is a “bona fide” gift may depend on various circumstances surrounding the gift. Accordingly, you are encouraged to consult the General Counsel when contemplating a gift.
IV: Key Contacts
The Brink’s Company General Counsel Lindsay Blackwood 804.289.9639
Vice President - Investor Relations Jesse Jenkins 214.972.4011
Brink's Insider Trading Policy Page 8
January 2025
EX-21
6
a2024q4subsidiarylist.htm
EX-21
Document
SUBSIDIARIES OF THE BRINK’S COMPANY
AS OF DECEMBER 31, 2024
(The subsidiaries listed below are owned 100%, directly or indirectly, by The Brink’s Company unless otherwise noted.)
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| Company |
Jurisdiction of Incorporation |
| The Pittston Company |
Delaware |
| Glen Allen Development, Inc. |
Delaware |
| Liberty National Development Company, LLC (32.5%) |
Delaware |
| New Liberty Residential Urban Renewal Company, LLC (17.5%) |
New Jersey |
| Pittston Services Group Inc. |
Virginia |
| Brink’s Holding Company |
Delaware |
| Brink’s Finance Holding Company, LLC |
Delaware |
| Brink’s Capital Holding Company, LLC |
Delaware |
| Brink’s Capital, LLC |
Delaware |
| Brink’s Capital Canada Holding Company Ltd |
Canada |
| Brink’s Capital Canada Ltd |
Canada |
| Brink’s Finance Holding Brasil Ltda. |
Brazil |
| Brink’s Pay Instituicao de Pagamento LTDA |
Brazil |
| Brink’s, Incorporated |
Delaware |
| Brink’s Delaware, LLC |
Delaware |
| Brink’s AR LLC |
Delaware |
| PAI Midco, Inc. |
Delaware |
| Payment Alliance Processing Corporation |
Delaware |
| Testlink USA, Inc. |
Delaware |
| Payment Alliance International, Inc. |
Delaware |
| Vantage Technical Services, Inc. |
Delaware |
| PAI Digital, LLC |
Delaware |
Brinks GroupI LLC |
Montana |
Brinks GroupII LLC |
Montana |
Brinks Group III LLC |
Montana |
Brinks Group IV LLC |
Montana |
| Brink’s Group V LLC |
Montana |
| Brink’s Group VI LLC |
Montana |
| Brink’s Express Company |
Illinois |
| Brink’s Global Payments, LLC |
Delaware |
| Brink’s Complete Holding Company, LLC |
Delaware |
Brink's Capital Mexico, S.A. de C.V., S.D.F.O.M., E.N.R. |
Mexico |
| Brink’s St. Lucia Ltd. (26%) |
St. Lucia |
| Security Services (Brink’s Jordan) Company Ltd (95%) |
Jordan |
Servicio Pan Americano de Proteccion S.A. de C.V. (“Serpaprosa”) (99.75%) |
Mexico |
| Inmobiliaria, A.J., S.A. de C.V. (99.75%) |
Mexico |
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| Company |
Jurisdiction of Incorporation |
| Operadora Especializada de Transportes, S.A. de C.V. (99.75%) |
Mexico |
| Procesos Integrales en Distribucion y Logistica, S.A. de C.V. (99.75%) |
Mexico |
Brink’s Security International, Inc. |
Delaware |
| Brinks Support Services (MY) Sdn. Bhd. |
Malaysia |
| G4S Group Holding (Asia) Limited |
British Virgin Islands |
| Viva Powertech Sdn. Bhd. |
Malaysia |
| Safeguards Secure Solution Sdn Bhd (48.88%) |
Malaysia |
| Safeguards Secure Solution (Sabah) Sdn Bhd (48.88%) |
Malaysia |
| Almo Systems Sdn Bhd (48.88%) |
Malaysia |
| Group 4 Falck CMS Sdn Bhd (48.88%) |
Malaysia |
| Gwenkens Security Services Sdn Bhd (43.99%) |
Malaysia |
| Safeguards Academy Sdn Bhd (43.99%) |
Malaysia |
| Gwenkens Central Monitoring Sdn Bhd (43.99%) |
Malaysia |
| Safeguards Secure Solution (Sarawak) Sdn Bhd (48.88%) |
Malaysia |
Safeguards Security Systems Solutions Sdn. Bhd. (48.88%) |
Malaysia |
| Brink’s Cash Solutions S.A. |
Dominican Republic |
| Brink’s Secure Solutions S.A. |
Dominican Republic |
| Brink’s Si International Logistics (Hong Kong) Limited |
Hong Kong |
| G4S International Logistics Holdings (Thailand) Limited (48.99%) |
Thailand |
| Brink’s Si International Logistics Middle East LLC (49%) |
Dubai (UAE) |
| Brink’s Si International Logistics (Middle East) FZE |
Dubai (UAE) |
| Brink’s Brokerage Company, Incorporated |
Delaware |
| Brink’s C.l.S., Inc. |
Delaware |
| Brink’s Cambodia, Inc. |
Delaware |
| Brink’s Global Services International, Inc |
Delaware |
| Brink’s Global Services KL, Inc. |
Delaware |
| Brink’s Global Services USA, Inc. |
Delaware |
| Brink’s International Management Group, Inc. |
Delaware |
| Brink’s Network, Incorporated |
Delaware |
| Brink’s Myanmar, Limited |
Delaware |
| Brink’s Vietnam, Incorporated |
Delaware |
| Brink’s Asia Pacific Limited |
Hong Kong |
| Brink’s Australia Pty Ltd. |
Australia |
| Brink’s Si International Logistics (Australia) Pty Limited |
Australia |
| Cavalier Insurance Company Ltd. |
Bermuda |
| Brink’s Global Services FZE |
Dubai (UAE) |
| Brink’s Diamond Title DMCC |
Dubai (UAE) |
| Brink’s Gulf LLC (49%) |
Dubai (UAE) |
| Brink’s Beteiligungsgesellschaft mbH |
Germany |
| Brink’s Global Services Deutschland GmbH |
Germany |
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| Company |
Jurisdiction of Incorporation |
| Brink’s Far East Limited |
Hong Kong |
| Brink’s Ireland Limited |
Ireland |
| Brink’s ATM Services Limited |
Ireland |
| Brink’s Holdings Limited |
Israel |
| Brink’s (Israel) Limited (80%) |
Israel |
| Brink’s Blue Ltd (80%) |
Israel |
| Brink’s Global Services S.r.L. |
Italy |
| Brink’s Japan Limited |
Japan |
| Brink’s Luxembourg S.A. |
Luxembourg |
| Brink’s Security Luxembourg S.A. |
Luxembourg |
| BK Services S.a.r.l. |
Luxembourg |
| Brink’s Cash Solutions (Luxembourg) S.a.r.l. |
Luxembourg |
| Brink’s Alarm & Security Technologies |
Luxembourg |
| Brink’s Baltics AS |
Estonia |
| Brink’s Estonia OÜ |
Estonia |
| UAB Brink’s Lithuania |
Lithuania |
| AS Brink’s Latvia |
Latvia |
| Brink’s Global Services |
Mexico |
| Proteccion de Valores, S.A. |
Panama |
| Transportadora de Valores del Sur Limitada |
Columbia |
TVS Pagos, Recaudos y Procesos S.A.S. |
Colombia |
| Brink’s International, C.V. (“BICV”) |
Netherlands |
| Inversiones Brink’s Chile Limitada |
Chile |
| Transgamboa SpA |
Chile |
| Brink’s Global Services Chile SpA |
Chile |
| Brink’s Chile, SpA |
Chile |
| Centro De Capacitaciόn Aprendizaje Y Desarrollo SpA |
Chile |
| Brink’s de Colombia S.A. |
Colombia |
| e-Pago de Colombia S.A. |
Colombia |
| Procesos & Canje S.A. |
Colombia |
| Sistema Integrado Multiple de Pago Electronicos S.A. (25%) |
Colombia |
| Brink’s Canada Holdings, B.V. |
Netherlands |
| Brink’s Canada Limited |
Canada |
| Brink’s Dutch Holdings, B.V. |
Netherlands |
| Brink’s Solutions Holdings B.V. |
Netherlands |
| Brink’s Cash Management (NL) B.V. |
Netherlands |
| Brink’s Solutions Nederland B.V. |
Netherlands |
| SecurCash B.V. |
Netherlands |
| Brink’s Portugal, Unipessoal Lda |
Portugal |
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| Company |
Jurisdiction of Incorporation |
| Brink’s Hellenic Holdings, B.V. |
Netherlands |
| Athena Marathon Holdings, B.V. |
Netherlands |
| Apollo Acropolis Holdings, B.V. |
Netherlands |
| Brink’s Bolivia S.A. |
Bolivia |
| Hermes Delphi Holdings, B.V, |
Netherlands |
Kanyoa Investment, Inc. |
Panama |
| Zeus Oedipus Holdings, B.V. |
Netherlands |
| Brink’s Hellas Commercial S.A. – Information Technology Services |
Greece |
| Brink’s Cash & Valuable Services S.A. |
Greece |
| Brink’s Security Services SA |
Greece |
| Novacon-Brink’s-Labolaget Joint Venture (34%) |
Greece |
| Brink’s Aviation Security Services S.A. (70%) |
Greece |
| Brink’s Monitoring Center S.A. (70%) |
Greece |
| Hellenic Central Station SA - Reception & Processing Centre of Electronic Signals (10%) |
Greece |
| BHM Human Resources Mexico Holding, S.A. de C.V. |
Mexico |
| Brink’s Servicios Administrativo |
Mexico |
| BM Control y Administracion de Personal, S.A. de C.V. |
Mexico |
| Brink’s Argentina S.A. |
Argentina |
| Ducit, S.A. |
Argentina |
| Brink’s Seguridad Corporativa S.A. (99.6%) |
Argentina |
| Brink’s Logistica, S.A. (98%) |
Argentina |
| Brink’s India Private Limited |
India |
| Brink’s Asia Holding (NL) B.V |
Netherlands |
| PT BRINKS SOLUTIONS INDONESIA (83.85%) |
Indonesia |
| PT Indonesia Cash Systems (83.85%) |
Indonesia |
| Brinks Mongolia LLC (51%) |
Mongolia |
| Servicio Pan Americano de Proteccion C.A. (61%) |
Venezuela |
| Documentos Mercantiles, S.A. (61%) |
Venezuela |
| Instituto Panamericano, C.A. (61%) |
Venezuela |
| Intergraficas Panama, S.A. (61%) |
Panama |
| Panamericana de Vigilancia, S.A. (61%) |
Venezuela |
| Transportes Expresos, C.A. (61%) |
Venezuela |
| Tepuy Inmobiliaria VII, C.A. |
Venezuela |
| Brink’s Panama S.A. |
Panama |
| Business Process Intelligence Inc. |
Panama |
| Brink’s Global Services Poland Sp.zo.o. |
Poland |
| Brink’s International Holdings AG |
Switzerland |
| Brink’s Holding (Hong Kong) Limited |
Hong Kong |
| Brink’s Cash Solutions (Hong Kong) Limited |
Hong Kong |
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| Company |
Jurisdiction of Incorporation |
| Bolivar Business S.A. |
Panama |
| BPOINT S.R.L. |
Bolivia |
| Panamerican Protective Service Sint Maarten, N.V. |
Sint Maarten |
| Servicio Panamericano de Proteccion (Curacao), N.V. |
Curacao |
| Domesa Curacao, N.V. |
Curacao |
| Domesa, N.V. |
Aruba |
| Servicio Panamericano de Vigilancia (Curacao), N.V. |
Curacao |
| Brink’s France SAS |
France |
| I T S SAS |
France |
| Brink’s (Mauritius) Ltd |
Mauritius |
| Brink’s Antilles SAS |
Guadeloupe (FR) |
| Brink’s Evolution SAS |
France |
| Brink’s Formation S.A.R.L. |
France |
| Brink’s Payment Services SAS |
France |
| Absiservices SAS |
France |
| Brink’s Madagascar S.A. (60%) |
Madagascar |
| Brink’s Maroc S.A.S. |
Morocco |
| Brink’s Process Outsourcing, SAS |
France |
| Brink’s Reunion S.A.R.L. |
La Réunion (FR) |
| Cyrasa Servicios de Control SA |
Spain |
| Maartenval NV |
Sint Maarten |
| Security & Risk Management Training Centre Ltd |
Mauritius |
| Brink’s Solutions Belgium |
Belgium |
| Brink’s Cash Services (Ireland) Limited |
Ireland |
| Brink’s Cash Solutions Holding (NL) B.V. |
Netherlands |
| Brink’s Cash Solutions (CZ) a.s. |
Czech Republic |
| Brink’s Cash Solutions Services (CZ) s.r.o. |
Czech Republic |
| Brink’s Cash Solutions (RO) SRL |
Romania |
| Brink’s Secure Solutions (RO) SRL |
Romania |
| Brink’s Cyprus (Private Security Services) Limited |
Cyprus |
| T.I.S. Total Integrated Services Limited (50%) |
Cyprus |
| Brink’s Global Holdings B.V. |
Netherlands |
| Brink’s Regional Services B.V. |
Netherlands |
| Brink’s Trading Ltd. |
Israel |
| Brink’s Global Services Antwerp |
Belgium |
| Brink’s Global Services Pte. Ltd. |
Singapore |
| Brink’s Kenya Limited |
Kenya |
| Brink’s Switzerland Ltd. |
Switzerland |
| Brink’s Diamond & Jewelry Services |
Belgium |
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|
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| Company |
Jurisdiction of Incorporation |
| Transpar – Brink’s ATM Ltda. |
Brazil |
| BGS – Agenciamento de Carga e Despacho Aduaneiro Ltda. |
Brazil |
| BSL – Brink’s Solucoes Logisticas Ltda. |
Brazil |
| Brink’s-Seguranca e Transporte de Valores Ltda. |
Brazil |
| BVA-Brink’s Valores Agregados Ltda. |
Brazil |
| Brink’s Hong Kong Limited |
Hong Kong |
Brink’s (Shanghai) Finance Equipment Technology Services Co. Limited |
China |
| Brink’s Diamond (Shanghai) Company Limited |
China |
| Brink’s Jewellery Trading (Shanghai) Company Limited |
China |
| Brink’s Security Transportation (Shanghai) Company Limited |
China |
| Brink’s Global Services Korea Limited – Yunan Hoesa Brink’s Global (80%) |
Korea |
| Brink’s Singapore Pte Ltd |
Singapore |
| BVC Brink’s Diamond & Jewellery Services LLP (51%) |
India |
| Brink’s Worldbridge Secure Logistics Co., Ltd. (60%) |
Cambodia |
| Brinks (Southern Africa) (Proprietary) Limited |
South Africa |
| Brinks Security (Pty) Ltd |
South Africa |
| Brink’s e-Pago Tecnologia Ltda. |
Brazil |
| Muitofacil Arrecadacao e Recebimento Ltda |
Brazil |
| ePago International Inc. |
Panama |
| Brink’s ePago S.A. de C.V. |
Mexico |
| Brink’s Global Services (BGS) Botswana (Proprietary) Limited |
Botswana |
| Brink’s Macau Limited |
Macau |
| Brink’s Trading (Taiwan) Co., Ltd. |
Taiwan |
| Brink’s Vietnam Company Limited |
Vietnam |
| Brink’s Philippines, Inc. (51%) |
Philippines |
| Brink’s Taiwan Security Limited |
Taiwan |
| Brink’s Security (Thailand) Limited (40%) |
Thailand |
| Brink’s Global Technology Limited |
Thailand |
| Brink’s Guvenlik Hizmetleri Anonim Sirketi |
Turkey |
| Brink’s (UK) Limited |
U.K. |
| Brink’s Limited |
U.K. |
Brink’s Limited Co. W.L.L. |
Bahrain |
| NoteMachine Limited |
U.K. |
| ATM Services Limited |
U.K. |
| NoteMachine UK Limited |
U.K. |
| Testlink Services Limited |
U.K. |
| Brink’s Kuwait Holding (NL) B.V. |
Netherlands |
| Al Mulla Security Services Company K.S.C.C. (49%) |
Kuwait |
| Group 4 S Security Solutions Co. WLL (49%) |
Kuwait |
|
|
|
|
|
|
| Company |
Jurisdiction of Incorporation |
| Brink’s Global Services, Ltd. |
U.K. |
| Brink’s Global Services, L.L.C. (49%) |
UAE |
| BAX Holding Company |
Virginia |
| Brink’s Administrative Services Inc. |
Delaware |
| Pittston Minerals Group Inc. |
Virginia |
| Pittston Coal Company |
Delaware |
| Heartland Coal Company |
Delaware |
| Maxxim Rebuild Company, Inc. |
Delaware |
| Pittston Forest Products, Inc. |
Virginia |
| Addington, Inc. |
Kentucky |
| Appalachian Mining, Inc. |
West Virginia |
| Molloy Mining, Inc. |
West Virginia |
| Vandalia Resources, Inc. |
West Virginia |
| Pittston Coal Management Company |
Virginia |
| Pittston Coal Terminal Corporation |
Virginia |
| Pyxis Resources Company |
Virginia |
| HICA Corporation |
Kentucky |
| Holston Mining, Inc. |
West Virginia |
| Motivation Coal Company |
Virginia |
| Paramont Coal Corporation |
Delaware |
| Sheridan-Wyoming Coal Company, Incorporated |
Delaware |
| Thames Development Ltd. |
Virginia |
| Buffalo Mining Company |
West Virginia |
| Clinchfield Coal Company |
Virginia |
| Dante Coal Company |
Virginia |
| Eastern Coal Corporation |
West Virginia |
| Elkay Mining Company |
West Virginia |
| Jewell Ridge Coal Corporation |
Virginia |
| Kentland-Elkhorn Coal Corporation |
Kentucky |
| Meadow River Coal Company |
Kentucky |
| Pittston Coal Group, Inc. |
Virginia |
| Sea “B” Mining Company |
Virginia |
| Ranger Fuel Corporation |
West Virginia |
| Pittston Mineral Ventures Company |
Delaware |
| PMV Gold Company |
Delaware |
| Pittston Mineral Ventures International Ltd. |
Delaware |
EX-23
7
a202410-kexhibit23.htm
EX-23
Document
EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 33-53565, 333-78631, 333-70758, 333-146673, 333-152552, 333-165567, 333-188342, 333-217723, 333-225111 and 333-263309) on Form S-8 of our reports dated February 26, 2025, with respect to the consolidated financial statements of The Brink’s Company and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Richmond, Virginia
February 26, 2025
EX-31.1
8
a202410-kexhibit311.htm
EX-31.1
Document
EXHIBIT 31.1
I, Mark Eubanks, President and Chief Executive Officer (Principal Executive Officer) of The Brink’s Company, certify that:
1.I have reviewed this Annual Report on Form 10-K of The Brink’s Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 26, 2025
/s/ Mark Eubanks
Mark Eubanks
President and
Chief Executive Officer
(Principal Executive Officer)
EX-31.2
9
a202410-kexhibit312.htm
EX-31.2
Document
EXHIBIT 31.2
I, Kurt B. McMaken, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of The Brink’s Company, certify that:
1.I have reviewed this Annual Report on Form 10-K of The Brink’s Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 26, 2025
/s/ Kurt B. McMaken
Kurt B. McMaken
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
EX-32.1
10
a202410-kexhibit321.htm
EX-32.1
Document
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of The Brink’s Company (the “Company”) for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Eubanks, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Mark Eubanks
Mark Eubanks
President and Chief Executive Officer
(Principal Executive Officer)
February 26, 2025
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EX-32.2
11
a202410-kexhibit322.htm
EX-32.2
Document
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of The Brink’s Company (the “Company”) for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt B. McMaken, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Kurt B. McMaken
Kurt B. McMaken
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 26, 2025
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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