What changed in this filing

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Item 1. Financial Statements

2023-11-07 compared with 2023-08-09 · 215 added, 170 removed, 1082 unchanged (26% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

(In millions, except for per share amounts) June 30, 2023 December 31, 2022

(In millions, except for per share amounts) September 30, 2023 December 31, 2022

Current assets:

43 unchanged sentences

Condensed Consolidated Statements of Operations

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions, except for per share amounts) 2023 2022 2023 2022

35 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2023 2022 2023 2022

6 unchanged sentences

Foreign currency translation adjustments ( 41.0 ) ( 42.2 ) 18.1 ( 72.7 )

Unrealized net gains (losses) on available-for-sale securities 2.3 ( 0.3 ) 0.4 ( 0.7 )

Unrealized net gains on available-for-sale securities 7.9 0.7 8.3 —

Gains on cash flow hedges 6.9 12.2 13.9 37.4

Other comprehensive income before tax 31.3 ( 39.6 ) 64.2 14.7

Provision (benefit) for income taxes 1.0 — ( 2.1 ) 4.9

Other comprehensive income (loss) before tax ( 25.0 ) ( 20.5 ) 39.2 ( 5.8 )

Provision for income taxes 5.7 12.6 3.6 17.5

Other comprehensive income (loss) ( 30.7 ) ( 33.1 ) 35.6 ( 23.3 )

1 unchanged sentence

Less comprehensive income (loss) attributable to noncontrolling interests 2.3 ( 0.6 ) 5.8 ( 1.2 )

Comprehensive income attributable to Brink's $ 65.4 0.5 $ 116.2 122.7

Comprehensive income (loss) attributable to Brink's $ 16.4 ( 9.9 ) $ 132.6 112.8

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Equity

Six Months ended June 30, 2023

Nine Months ended September 30, 2023

(In millions) Shares Common

27 unchanged sentences

Balance as of June 30, 2023 46.4 $ 46.4 694.9 431.4 ( 631.4 ) 122.9 664.2

Net income — — — 45.6 — 3.8 49.4

Other comprehensive loss — — — — ( 29.2 ) ( 1.5 ) ( 30.7 )

Shares repurchased (a)

( 1.1 ) ( 1.1 ) ( 20.9 ) ( 68.8 ) — — ( 90.8 )

Dividends to:

Brink’s common shareholders ($ 0.22 per share)

— — — ( 10.2 ) — — ( 10.2 )

Noncontrolling interests — — — — — ( 3.7 ) ( 3.7 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 6.4 — — — 6.4

Other share-based benefit transactions — — ( 0.1 ) ( 0.2 ) — — ( 0.3 )

Balance as of September 30, 2023 45.3 $ 45.3 680.3 397.8 ( 660.6 ) 121.5 584.3

(a) During the third quarter ended September 30, 2023, we repurchased a total of 1,181,106 shares of our common stock for an aggregate of $ 88.2 million in cash.

On the last two days of September 2023, our agent broker purchased additional shares of our common stock pursuant to a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("10b5-1 plan").

We are obligated to pay $ 1.8 million to repurchase those shares and, as of September 30, 2023, this obligation has been reported as a current liability and a corresponding reduction to equity in our condensed consolidated financial statements.

In addition, for the third quarter ended September 30, 2023, shares repurchased include the 1% excise tax imposed under the Inflation Reduction Act of 2022 of approximately $ 0.8 million.

* Accumulated other comprehensive income (loss)

Six Months ended June 30, 2022

Nine Months ended September 30, 2022

(In millions) Shares Common

25 unchanged sentences

Balance as of June 30, 2022 47.2 $ 47.2 676.1 408.8 ( 891.6 ) 126.2 366.7

Net income — — — 19.2 — 3.4 22.6

Other comprehensive loss — — — — ( 29.1 ) ( 4.0 ) ( 33.1 )

Shares repurchased (a)

( 0.5 ) ( 0.5 ) ( 10.7 ) ( 19.3 ) — — ( 30.5 )

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

Noncontrolling interests — — — — — ( 4.1 ) ( 4.1 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.3 — — — 14.3

Other share-based benefit transactions — — 0.4 ( 0.1 ) — — 0.3

Capital contributions from noncontrolling interest — — — — — 0.1 0.1

Acquisitions of noncontrolling interests — — ( 2.7 ) — 0.1 ( 5.2 ) ( 7.8 )

Acquisitions with noncontrolling interests — — — — — 0.1 0.1

Balance as of September 30, 2022 46.7 $ 46.7 677.4 399.2 ( 920.6 ) 116.5 319.2

(a) During the third quarter ended September 30, 2022, we repurchased a total of 501,560 shares of our common stock for an aggregate of $ 27.3 million in cash.

On the last two days of September 2022, our agent broker purchased additional shares of our common stock pursuant to a 10b5-1 plan.

We are obligated to pay $ 3.2 million to repurchase those shares and, as of September 30, 2022, this obligation has been reported as a current liability and a corresponding reduction to equity in our condensed consolidated financial statements.

* Accumulated other comprehensive income (loss)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended June 30,

Ended September 30,

(In millions)

Cash flows from operating activities:

$ 102.8 134.9

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Deferred income taxes

Loss on sale of property, equipment and marketable securities 1.6 0.6

(Gain) loss on sale of property, equipment and marketable securities 2.2 0.8

Impairment losses

13 unchanged sentences

( 7.9 ) ( 7.2 )

( 1.0 ) ( 17.6 )

Net cash provided by operating activities

8 unchanged sentences

Cash proceeds from sale of property and equipment 5.7 3.3

Cash proceeds from settlement of cross currency swap — 64.3

Net change in loans held for investment ( 12.3 ) ( 23.3 )

48 unchanged sentences

As part of the analysis under the updated estimation methodology, we recorded an additional allowance of $ 16.7 million in the first quarter of 2022.

In the second quarter of 2022, the additional allowance was reduced by $ 0.4 million as a result of collections.

In the second and third quarters of 2022, the additional allowance was reduced by $ 0.7 million as a result of collections.

Due to the fact that management had excluded this amount when evaluating internal performance, we excluded it from segment results.

There was no additional impact in the first six months of 2023.

Consolidation

23 unchanged sentences

Other than nonmonetary equity 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 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.

Revenues and expenses are translated at rates of exchange in effect during the year.

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 first six months of 2023 and 5 % of our consolidated revenues for the first six months of 2022.

Revenues from Brink's Argentina represented approximately 4 % of our consolidated revenues for the first nine months of 2023 and 5 % of our consolidated revenues for the first nine months of 2022.

The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation.

In the first six months of 2023 and 2022, the Argentine peso declined approximately 30 % (from 178.6 to 256.4 pesos to the U.S.

In the first nine months of 2023 and 2022, the Argentine peso declined approximately 48 % (from 178.6 to 344.8 pesos to the U.S.

dollar) and approximately 30 % (from 103.1 to 147.1 pesos to the U.S.

4 unchanged sentences

Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings.

In the first six months of 2023, we recognized a $ 18.2 million pretax remeasurement loss.

In the first six months of 2022, we recognized a $ 13.4 million pretax remeasurement loss.

At June 30, 2023, Argentina's economy remains highly inflationary for accounting purposes.

At June 30, 2023, we had net monetary assets denominated in Argentine pesos of $ 29.5 million (including cash of $ 24.7 million).

At June 30, 2023, we had net nonmonetary assets of $ 210.7 million (including $ 99.8 million of goodwill, $ 1.9 million in equity securities denominated in Argentine pesos and $ 71.6 million in debt securities denominated in Argentine pesos).

In the first nine months of 2023, we recognized a $ 23.9 million pretax remeasurement loss.

In the first nine months of 2022, we recognized a $ 24.4 million pretax remeasurement loss.

At September 30, 2023, Argentina's economy remains highly inflationary for accounting purposes.

At September 30, 2023, we had net monetary assets denominated in Argentine pesos of $ 74.1 million (including cash of $ 71.4 million).

At September 30, 2023, we had net nonmonetary assets of $ 174.9 million (including $ 99.8 million of goodwill, $ 2.2 million in equity securities denominated in Argentine pesos and $ 38.6 million in debt securities denominated in Argentine pesos).

At December 31, 2022, we had net monetary assets denominated in Argentine pesos of $ 66.2 million (including cash of $ 57.7 million) and net nonmonetary assets of $ 168.2 million (including $ 99.8 million of goodwill, $ 1.9 million in equity securities denominated in Argentine pesos and $ 27.4 million in debt securities denominated in Argentine pesos).

4 unchanged sentences

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 conversions or related conversion losses in the six months ended June 30, 2023 or June 30, 2022.

We did not have any such conversions or related conversion losses in the nine months ended September 30, 2023 or September 30, 2022.

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.

9 unchanged sentences

We review goodwill for impairment 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.

Impairment indicators were reviewed as of June 30, 2023 and we concluded that there were no indicators that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Impairment indicators were reviewed as of September 30, 2023 and we concluded that there were no indicators that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount.

We will continue to monitor results in future periods to determine whether any indicators of impairment exist that would cause us to perform an impairment review.

2 unchanged sentences

In connection with these offerings, 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, as of June 30, 2023, we are required to maintain a restricted cash reserve of $ 45.7 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.

In addition, in accordance with a revolving credit facility, as of September 30, 2023, we are required to maintain a restricted cash reserve of $ 40.6 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.

Note 2 - Revenue from Contracts with Customers

37 unchanged sentences

Cash and Valuables Management DRS and AMS Total

Three months ended June 30, 2023

Three months ended September 30, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 970.9 256.5 1,227.4

Three months ended June 30, 2022

Three months ended September 30, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 956.9 179.8 1,136.7

Six months ended June 30, 2023

Nine months ended September 30, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 2,883.4 745.6 3,629.0

Six months ended June 30, 2022

Nine months ended September 30, 2022

Reportable Segments:

15 unchanged sentences

The retention amounts are reported as contract assets until we have the right to bill the customer for these amounts.

Contract assets expected to be collected within one year ($ 6.7 million at June 30, 2023) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed and collected within one year ($ 8.7 million at June 30, 2023) are reported in other assets on the condensed consolidated balance sheet.

Contract assets expected to be collected within one year ($ 6.3 million at September 30, 2023) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed and collected within one year ($ 8.8 million at September 30, 2023) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

4 unchanged sentences

Opening (January 1, 2023) $ 862.2 12.6 17.0

Closing (June 30, 2023) 851.0 15.4 15.0

Closing (September 30, 2023) 801.3 15.1 16.0

Increase (decrease) $ ( 60.9 ) 2.5 ( 1.0 )

The amount of revenue recognized in the six months ended June 30, 2023 that was included in the January 1, 2023 contract liabilities balance was $ 10.2 million.

The amount of revenue recognized in the nine months ended September 30, 2023 that was included in the January 1, 2023 contract liabilities balance was $ 14.1 million.

This revenue consists of services provided to customers who had prepaid for those services prior to the current year.

Revenue recognized in the six months ended June 30, 2023 from performance obligations satisfied in the prior year was not significant.

Revenue recognized in the nine months ended September 30, 2023 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.

1 unchanged sentence

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 June 30, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at June 30, 2023 and December 31, 2022 were $ 3.9 million and $ 3.7 million, respectively.

The amortization expense in the first six months of 2023 and 2022 was $ 1.0 million and $ 0.6 million, respectively.

At September 30, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at September 30, 2023 and December 31, 2022 were $ 3.7 million and $ 3.7 million, respectively.

The amortization expense in the first nine months of 2023 and 2022 was $ 1.5 million and $ 0.9 million, respectively.

Practical Expedients

13 unchanged sentences

• Corporate expenses - include corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to GAAP, and costs related to global initiatives.

• Other items not allocated to segments - certain significant items such as reorganization and restructuring actions that are evaluated on an individual basis by management and are not considered part of the ongoing activities of the business are excluded from segment results.

We also exclude certain costs, gains and losses related to acquisitions and dispositions of assets and of businesses.

Brink's Argentina is consolidated using our accounting policy for subsidiaries operating in highly inflationary economies.

We have excluded from our segment results the impact of highly inflationary accounting in Argentina, including currency remeasurement losses.

Net charges related to a change in the methodology for estimating the allowance for doubtful accounts have been excluded from segment results.

Finally, we have also excluded from our segment results estimated charges related to an antitrust legal matter in our Brink's Chile operations.

• Other items not allocated to segments - certain significant items that are not considered part of the ongoing activities of the business are excluded from segment results.

See further explanation for each item not allocated to segments on page 14.

We manage our business in the following four segments:

7 unchanged sentences

Operating Profit

Three Months Ended June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

(In millions)

27 unchanged sentences

— — — ( 0.3 )

Reporting compliance (g)

— — ( 0.7 ) —

$ 1,227.4 1,136.7 $ 137.7 59.5

Operating Profit

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

(In millions)

27 unchanged sentences

— — ( 0.4 ) ( 1.1 )

Reporting compliance (g)

— — ( 0.7 ) —

$ 3,629.0 3,344.6 $ 323.1 218.4

(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.

8 unchanged sentences

(f) See details regarding the Chile antitrust matter at Note 14.

(g) Costs (primarily third party expenses) related to material weakness remediation.

Additional information provided at page 45.

Note 4 - Retirement benefits

5 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended June 30,

Three months ended September 30,

Service cost $ — — 1.9 2.0 1.9 2.0

2 unchanged sentences

Amortization of losses 0.3 5.9 0.5 0.5 0.8 6.4

Amortization of prior service credit — — 0.1 ( 0.1 ) 0.1 ( 0.1 )

Settlement loss — — 0.1 0.1 0.1 0.1

Net periodic pension cost $ ( 3.4 ) ( 0.4 ) 4.4 2.5 1.0 2.1

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 5.6 6.1 5.6 6.1

2 unchanged sentences

Amortization of losses 1.2 18.0 1.3 1.5 2.5 19.5

Amortization of prior service cost — — 0.1 ( 0.1 ) 0.1 ( 0.1 )

Settlement loss — — 0.4 0.6 0.4 0.6

Net periodic pension cost $ ( 9.9 ) ( 1.3 ) 12.6 8.4 2.7 7.1

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 condensed consolidated statements of operations.

We did not make cash contributions to the primary U.S.

pension plan in 2022 or the first six months of 2023.

pension plan in 2022 or the first nine months of 2023.

Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2022, we do not expect to make contributions to the primary U.S.

7 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended June 30,

Service cost $ — — 0.1 0.1 0.1 0.1

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations $ 2.7 2.5 1.4 0.9 4.1 3.4

3 unchanged sentences

Net periodic postretirement cost $ ( 1.5 ) 0.4 2.6 2.6 1.1 3.0

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 0.2 0.1 0.2 0.1

6 unchanged sentences

Note 5 - Income taxes

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

4 unchanged sentences

Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2023 was greater than the 21% U.S.

The effective income tax rate on continuing operations in the first nine months of 2023 was greater than the 21% U.S.

statutory rate due to the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S.

3 unchanged sentences

Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2022 was less than the 21% U.S.

The effective income tax rate on continuing operations in the first nine months of 2022 was less than the 21% U.S.

statutory rate primarily due to the release of valuation allowances on U.S.

9 unchanged sentences

Based upon this analysis, 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 we are forecasting that our U.S.

operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit.

foreign income tax credit treatment and therefore we forecasted that our U.S.

operations would 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.

Accordingly, we reversed a substantial amount of our valuation allowance on our net U.S.

deferred tax assets, resulting in a $ 55.0 million benefit in our provision for income taxes for the period ended June 30, 2022.

For the period ending June 30, 2023, we concluded that changes in Brazilian tax law will allow Brazilian withholding taxes to be eligible for U.S.

deferred tax assets, resulting in a $ 52.8 million benefit in our provision for income taxes for the period ended September 30, 2022.

In the second quarter of 2023, we concluded that changes in Brazilian tax law will allow Brazilian withholding taxes to be eligible for U.S.

foreign tax credit treatment.

Based on this conclusion, we expect to annually be generating more new foreign tax credits and utilizing fewer foreign tax carryforwards to offset taxes prior to their expiration.

As a result, we recorded a $ 7.0 million tax expense in our provision for income taxes.

Due to the novel approach that the final regulations impose, it is possible that further developments in foreign country or U.S.

As a result, we recorded a $ 7.0 million tax expense in our provision for income taxes for the nine month period ended September 30, 2023.

It is possible that further developments in foreign country or U.S.

tax laws could occur and may require us to change our assessment of the ultimate amounts we consider more-likely-than-not to be realized.

3 unchanged sentences

income tax filings.

The associated financial impact is estimated to be immaterial and will be reported in our third quarter 2023 condensed consolidated financial statements.

The impact in our provision for income taxes for the three and nine month periods ended September 30, 2023 is less than $ 1.0 million of tax expense.

Note 6 - Acquisitions and Dispositions

8 unchanged sentences

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 in the following table.

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.

The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price in areas such as deferred tax assets and liabilities and goodwill.

As a result, the allocation of the provisional purchase price may change in the future.

We finalized our purchase price accounting for NoteMachine in the third quarter of 2023.

There were no material changes in the third quarter of 2023 to the amounts previously disclosed.

(In millions) Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid, excluding contingent consideration $ 178.9

Purchase consideration, excluding contingent consideration $ 179.4

Contingent consideration at acquisition-date fair value (a)

13 unchanged sentences

The consideration was estimated at $ 10.5 million at the acquisition date.

Through June 30, 2023, approximately $ 9 million has been paid to the seller for this component.

The smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through June 30, 2023.

Through September 30, 2023, approximately $ 10 million has been paid to the seller for this component.

A smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through September 30, 2023.

The consideration was estimated at $ 4.3 million at the acquisition date.

9 unchanged sentences

Actual and Pro Forma (unaudited) disclosures

Below are the actual results included in Brink's consolidated results for the businesses we acquired in 2022 and the first six months of 2023.

Below are the actual results included in Brink's consolidated results for the businesses we acquired in 2022 and the first nine months of 2023.

(In millions) Revenue Net income attributable to Brink's

Three months ended June 30, 2023

Three months ended September 30, 2023

NoteMachine $ 38.0 ( 0.1 )

Total $ 38.0 ( 0.1 )

Three months ended June 30, 2022

Three months ended September 30, 2022

NoteMachine $ — —

Six months ended June 30, 2023

Nine months ended September 30, 2023

NoteMachine $ 106.2 —

Total $ 106.2 —

Six months ended June 30, 2022

Nine months ended September 30, 2022

NoteMachine $ — —

1 unchanged sentence

(In millions) Revenue Net income attributable to Brink's

Pro forma results of Brink's for the three months ended June 30,

Pro forma results of Brink's for the three months ended September 30,

Brink's as reported $ 1,227.4 45.6

4 unchanged sentences

Total $ 1,172.7 22.6

Pro forma results of Brink's for the six months ended June 30,

Pro forma results of Brink's for the nine months ended September 30,

Brink's as reported $ 3,629.0 92.7

17 unchanged sentences

We recognized $ 12.5 million in related costs in 2022.

In the first six months of 2023, we recognized a $ 3.3 million charge for an inflation-adjusted labor increase to the expected payments.

In the first nine months of 2023, we recognized a $ 4.7 million charge for an inflation-adjusted labor increase to the expected payments.

Changes in the liability as a result of currency-related remeasurement are reflected in our operating results as described in Note 1.

11 unchanged sentences

Income (Loss)

Three months ended June 30, 2023

Three months ended September 30, 2023

Amounts attributable to Brink's:

17 unchanged sentences

$ ( 28.3 ) ( 3.9 ) 3.3 ( 1.8 ) ( 30.7 )

Three months ended June 30, 2022

Three months ended September 30, 2022

Amounts attributable to Brink's:

25 unchanged sentences

Income (Loss)

Six months ended June 30, 2023

Nine months ended September 30, 2023

Amounts attributable to Brink's:

17 unchanged sentences

$ 38.7 ( 1.6 ) 0.5 ( 2.0 ) 35.6

Six months ended June 30, 2022

Nine months ended September 30, 2022

Amounts attributable to Brink's:

20 unchanged sentences

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 expense:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2023 2022 2023 2022

3 unchanged sentences

Interest and other nonoperating expense 0.2 3.1 1.0 11.1

(b) 2023 foreign currency translation adjustment amounts arising during the three months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound.

2022 foreign currency translation adjustment amounts arising during the three months ended June 30, 2022 reflect primarily the devaluation of the British pound, the Brazilian real, and the Chilean peso.

2023 foreign currency translation adjustment amounts arising during the six months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound.

2022 foreign currency translation adjustment amounts arising during the six months ended June 30, 2022 reflect primarily the devaluation of the British pound and the euro, partially offset by the appreciation of the Brazilian real.

(b) 2023 foreign currency translation adjustment amounts arising during the three months ended September 30, 2023 reflect primarily the devaluation of the Brazilian real, the Mexican peso, the Chilean peso, and the euro.

2022 foreign currency translation adjustment amounts arising during the three months ended September 30, 2022 reflect primarily the devaluation of the British pound and the Brazilian real.

2023 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2023 reflect primarily the appreciation of the Mexican peso, and the Brazilian real, partially offset by the devaluation of the euro.

2022 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2022 reflect primarily the devaluation of the British pound, the euro, and the Chilean peso, partially offset by appreciation of the Mexican peso.

(c) Gains and losses on sales of available-for-sale debt securities are reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of operations when the gains or losses are realized.

Pretax amounts are classified in the condensed consolidated statements of operations as interest and other income (expense).

Pretax amounts are classified in the condensed consolidated statements of operations as interest and other nonoperating income (expense).

We realized an $ 8.6 million loss on sales of available-for-sale debt securities in the third quarter of 2023.

(d) Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:

• ot her operating income (expense) ($ 3.8 million loss in the three months ended June 30, 2023 and $ 5.3 million gain in the three months ended June 30, 2022;

as well as $ 7.2 million loss in the six months ended June 30, 2023 and $ 6.5 million loss in the six months ended June 30, 2022).

• interest expense ($ 4.8 million reduction to expense in the three months ended June 30, 2023 and $ 2.1 million of expense in the three months ended June 30, 2022;

as well as $ 8.5 million reduction to expense in the six months ended June 30, 2023 and $ 4.9 million of expense in the six months ended June 30, 2022).

• ot her operating income (expense) ($ 0.5 million loss in the three months ended September 30, 2023 and $ 0.3 million gain in the three months ended September 30, 2022;

as well as $ 7.7 million loss in the nine months ended September 30, 2023 and $ 6.2 million loss in the nine months ended September 30, 2022).

• interest expense ($ 5.2 million reduction to expense in the three months ended September 30, 2023 and $ 0.5 million of expense in the three months ended September 30, 2022;

as well as $ 13.7 million reduction to expense in the nine months ended September 30, 2023 and $ 5.4 million of expense in the nine months ended September 30, 2022).

The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:

4 unchanged sentences

Other comprehensive income (loss) attributable to Brink's ( 0.9 ) 22.7 5.4 12.7 39.9

Balance as of June 30, 2023 $ ( 292.9 ) ( 369.2 ) ( 0.3 ) 31.0 ( 631.4 )

Balance as of September 30, 2023 $ ( 291.6 ) ( 411.1 ) 4.8 37.3 ( 660.6 )

Note 8 - Fair value of financial instruments

4 unchanged sentences

The fair value and carrying value of our material fixed-rate debt, excluding any unamortized debt issuance costs, are as follows:

(In millions) June 30, 2023 December 31, 2022

(In millions) September 30, 2023 December 31, 2022

$600 million senior unsecured notes

10 unchanged sentences

We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.

At June 30, 2023, the notional value of our outstanding foreign currency forward and swap contracts was $ 554 million, with average maturities of approximately one month .

At September 30, 2023, the notional value of our outstanding foreign currency forward and swap contracts was $ 574 million, with average maturities of approximately one month .

These foreign currency forward and swap contracts primarily offset exposures in the euro and the Mexican peso and are not designated as hedges for accounting purposes.

Accordingly, changes in their fair value are recorded immediately in earnings.

At June 30, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately $ 2.2 million of which $ 3.7 million was included in prepaid expenses and other and $ 1.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

At September 30, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately $ 6.3 million of which $ 9.2 million was included in prepaid expenses and other and $ 2.9 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these foreign currency contracts was a net liability of approximately $ 7.0 million of which $ 3.5 million was included in prepaid expenses and other and $ 10.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

Amounts under these contracts were recognized in other operating income (expense) as follows:

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(in millions) 2023 2022 2023 2022

5 unchanged sentences

dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.

At June 30, 2023, the notional value of this contract was $ 41 million with a weighted-average maturity of 0.3 years.

At June 30, 2023, the fair value of the cross currency swap contract was an asset of $ 8.1 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of the cross currency swap contract was an asset of $ 14.6 million and included in prepaid expenses and other on the condensed consolidated balance sheet.

At September 30, 2023, the notional value of this contract was $ 30 million with a weighted-average maturity of 0.1 years.

At September 30, 2023, the fair value of the cross currency swap contract was an asset of $ 7.2 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of the cross currency swap contract was an asset of $ 14.6 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2023 2022 2023 2022

6 unchanged sentences

We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.

At June 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.3 years.

At June 30, 2023, the fair value of these interest rate swaps was an asset of $ 6.8 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At September 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.2 years.

At September 30, 2023, the fair value of these interest rate swaps was an asset of $ 4.1 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these interest rate swaps was a net asset of $ 10.0 million of which $ 9.3 million was included in prepaid expenses and other and $ 0.7 million was included in other assets on the condensed consolidated balance sheet.

10 unchanged sentences

This inception date fair value is amortized to earnings on a ratable and systematic basis through the maturity date of the new interest rate swaps in June 2027.

At June 30, 2023, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 2.0 years.

At June 30, 2023, the fair value of these interest rate swaps was a net asset of $ 16.8 million of which $ 6.8 million was included in prepaid expenses and other and $ 10.0 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these interest rate swaps was a net asset of $ 16.4 million of which $ 6.0 million was included in prepaid expenses and other and $ 10.4 million was included in other assets on the consolidated balance sheet.

At September 30, 2023, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.9 years.

At September 30, 2023, the fair value of these interest rate swaps was a net asset of $ 18.4 million of which $ 7.0 million was included in prepaid expenses and other and $ 11.4 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2022, the

fair value of these interest rate swaps was a net asset of $ 16.4 million of which $ 6.0 million was included in prepaid expenses and other and $ 10.4 million was included in other assets on the consolidated balance sheet.

In the fourth quarter of 2022, we entered into two interest rate swaps with a maturity date in June 2027.

2 unchanged sentences

We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.

At June 30, 2023, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 2.0 years.

June 30, 2023, the fair value of these interest rate swaps was a net asset of $ 2.9 million of which $ 2.8 million was included in prepaid expenses and other and $ 0.1 million was included in other assets on the condensed consolidated balance sheet.

At September 30, 2023, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.9 years.

At September 30, 2023, the fair value of these interest rate swaps was a net asset of $ 5.0 million of which $ 3.0 million was included in prepaid expenses and other and $ 2.0 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these interest rate swaps was a net asset of $ 1.0 million of which $ 2.0 million was included in prepaid expenses and other and $ 1.0 million was included in other liabilities on the condensed consolidated balance sheet.

4 unchanged sentences

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).

At June 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 2.3 years.

At June 30, 2023, the fair value of these interest rate swaps was an asset of $ 8.6 million of which $ 3.2 million was included in prepaid expenses and other and $ 5.4 million was included in other assets on the condensed consolidated balance sheet.

At September 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 2.1 years.

At September 30, 2023, the fair value of these interest rate swaps was an asset of $ 14.8 million of which $ 5.6 million was included in prepaid expenses and other and $ 9.2 million was included in other assets on the condensed consolidated balance sheet.

In the second quarter of 2021, we entered into ten cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currencies.

6 unchanged sentences

We have designated these swaps as net investment hedges for accounting purposes.

At June 30, 2023, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 2.4 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.5 years for the cross currency swaps maturing in April 2031.

At June 30, 2023, the fair value of these cross currency swaps was a net liability of $ 23.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 28.9 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these cross currency swaps was a net liability of $ 11.7 million of which $ 5.6 million was included in prepaid expenses and other and $ 17.3 million was included in other liabilities on the condensed consolidated balance sheet.

In July 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 have 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.

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 will be ratably amortized into earnings through May 2026.

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.

At September 30, 2023, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 2.1 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.3 years for the cross currency swaps maturing in April 2031.

At September 30, 2023, the fair value of these cross currency swaps was a net liability of $ 17.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 22.9 million was included in other liabilities on the condensed consolidated balance sheet.

At September 30, 2023, the fair value of the zero cost collar was an asset of $ 2.6 million included in other assets on the condensed consolidated balance sheet.

The effect of the interest rate swaps and the amortization of the spot-forward difference on the net investment hedges cross currency swaps is included in interest expense as follows:

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2023 2022 2023 2022

7 unchanged sentences

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 June 30, 2023 as we believe it is unlikely that the contingent consideration payments will be reduced.

The fair value of the contingent consideration is the full $ 22 million that remains potentially payable as of September 30, 2023 as we believe it is unlikely that the contingent consideration payments will be reduced.

In the fourth quarter of 2022, we acquired NoteMachine and recognized a payable for contingent consideration, consisting of two components.

4 unchanged sentences

The fair value of this payable was estimated at $ 10.5 million as of the October 3, 2022 acquisition date.

Approximately $ 9 million of the contingent consideration has been paid through June 30, 2023, and we do not expect any material change to the payable estimated as of the acquisition date.

Approximately $ 9.7 million of the contingent consideration has been paid through September 30, 2023, and we do not expect any material change to the payable estimated as of the acquisition date.

Other Financial Instruments

1 unchanged sentence

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 the first six months of 2023.

There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2023.

Note 9 - Debt

June 30, December 31,

September 30, December 31,

(In millions) 2023 2022

13 unchanged sentences

Total debt $ 3,419.1 3,402.8

(a) Amounts outstanding are net of unamortized debt costs of $ 4.5 million as of June 30, 2023 and $ 5.1 million as of December 31, 2022.

(b) Amounts outstanding are net of unamortized debt costs of $ 6.8 million as of June 30, 2023 and $ 7.9 million as of December 31, 2022.

(c) Other facilities include $ 99.4 million related to the Brink's Capital credit facility at June 30, 2023, compared to $ 106.8 million at December 31, 2022.

The facility had $ 3,241.8 million in borrowings and $ 3,249.3 million in repayments in the first six months of 2023, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.

(a) Amounts outstanding are net of unamortized debt costs of $ 4.2 million as of September 30, 2023 and $ 5.1 million as of December 31, 2022.

(b) Amounts outstanding are net of unamortized debt costs of $ 6.2 million as of September 30, 2023 and $ 7.9 million as of December 31, 2022.

(c) Other facilities include $ 113.8 million to the Brink's Capital credit facility at September 30, 2023, compared to $ 106.8 million at December 31, 2022.

The facility had $ 5,076.3 million in borrowings and $ 5,069.3 million in repayments in the first nine months of 2023, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.

Long-Term Debt

7 unchanged sentences

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 June 30, 2023, $ 379 million was available under the Revolving Credit Facility.

As of September 30, 2023, $ 437 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.

1 unchanged sentence

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 June 30, 2023.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of June 30, 2023.

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 June 30, 2023.

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at September 30, 2023.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of September 30, 2023.

We also pay a 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 September 30, 2023.

Senior Unsecured Notes

15 unchanged sentences

Letter of Credit Facilities and Bank Guarantee Facilities

We have three committed letter of credit facilities totaling $ 70 million, of which approximately $ 13 million was available at June 30, 2023.

At June 30, 2023, we had undrawn letters of credit and guarantees of $ 57 million issued under these facilities.

The $ 15 million facility expires in April 2025, the $ 32 million facility expires in October 2025 and the $ 24 million facility expires in May 2027.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 28 million was available at June 30, 2023.

At June 30, 2023, we had undrawn letters of credit and guarantees of $ 27 million issued under these facilities.

We have two committed letter of credit facilities totaling $ 39 million, of which approximately $ 9 million was available at September 30, 2023.

At September 30, 2023, we had undrawn letters of credit and guarantees of $ 30 million issued under these facilities.

The $ 15 million facility expires in April 2025 and the $ 24 million facility expires in May 2027.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 32 million was available at September 30, 2023.

At September 30, 2023, we had undrawn letters of credit and guarantees of $ 23 million issued under these facilities.

The $ 40 million and the $ 15 million facilities have no expiration date.

4 unchanged sentences

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 covenants at June 30, 2023.

We were in compliance with all covenants at September 30, 2023.

Note 10 - Credit losses

9 unchanged sentences

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 receivables balances that were not contemplated or relevant during a previous period.

The following table is a rollforward of the allowance for doubtful accounts for the six month period ended June 30, 2023.

The following table is a rollforward of the allowance for doubtful accounts for the nine month period ended September 30, 2023.

Allowance for doubtful accounts:

4 unchanged sentences

Foreign currency exchange effects ( 0.1 )

June 30, 2023 $ 40.4

September 30, 2023 $ 33.6

Note 11 - Share-based compensation plans

8 unchanged sentences

Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.

Outstanding awards at June 30, 2023 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Outstanding awards at September 30, 2023 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Compensation Expense

9 unchanged sentences

Compensation Expense Compensation Expense

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2023 2022 2023 2022

11 unchanged sentences

We measured the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.

The following table summarizes performance-based stock option activity during the first six months of 2023:

The following table summarizes performance-based stock option activity during the first nine months of 2023:

(in thousands)

2 unchanged sentences

Exercised ( 263.4 ) 12.47

Outstanding balance as of June 30, 2023

Outstanding balance as of September 30, 2023

182.8 $ 17.92

2 unchanged sentences

We measure the fair value of these time-based options at the grant date using a Black-Scholes-Merton option pricing model.

The following table summarizes time-based stock option activity during the first six months of 2023:

The following table summarizes time-based stock option activity during the first nine months of 2023:

(in thousands)

1 unchanged sentence

Outstanding balance as of December 31, 2022 161.6 $ 21.41

Outstanding balance as of June 30, 2023

Outstanding balance as of September 30, 2023

161.6 $ 21.41

2 unchanged sentences

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 following table summarizes RSU activity during the first six months of 2023:

The following table summarizes RSU activity during the first nine months of 2023:

(in thousands)

4 unchanged sentences

Vested ( 138.7 ) 68.93

Nonvested balance as of June 30, 2023

Nonvested balance as of September 30, 2023

331.2 $ 65.92

12 unchanged sentences

For the TSR PSUs granted in 2022, the service period is from January 1, 2022 to December 31, 2024.

The following table summarizes all PSU activity during the first six months of 2023:

The following table summarizes all PSU activity during the first nine months of 2023:

(in thousands)

5 unchanged sentences

( 171.5 ) 82.75

Nonvested balance as of June 30, 2023

Nonvested balance as of September 30, 2023

709.0 $ 72.12

8 unchanged sentences

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 the first six months of 2023:

The following table summarizes all DSU activity during the first nine months of 2023:

(in thousands)

3 unchanged sentences

Vested ( 18.6 ) 54.67

Nonvested balance as of June 30, 2023

Nonvested balance as of September 30, 2023

Note 12 - Capital Stock

At June 30, 2023, we had 100 million shares of common stock authorized and 46.4 million shares issued and outstanding.

At September 30, 2023, we had 100 million shares of common stock authorized and 45.3 million shares issued and outstanding.

We paid regular quarterly dividends on our common stock during the last two years.

On May 4, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on June 1, 2023 to shareholders of record on May 15, 2023.

On July 13, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on September 1, 2023 to shareholders of record on July 31, 2023.

On September 21, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on December 1, 2023 to shareholders of record on November 6, 2023.

The payment of future dividends is at the discretion of the Board of Directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.

Preferred Stock

At June 30, 2023, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $ 10 per share.

At September 30, 2023, 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

4 unchanged sentences

Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.

During the first six months ended June 30, 2023, we repurchased a total of 272,467 shares of our common stock for an aggregate of $ 17.5 million and an average price of $ 64.38 per share.

During the first nine months ended September 30, 2023, we repurchased a total of 1,453,573 shares of our common stock for an aggregate of $ 105.7 million and an average price of $ 72.72 per share.

These shares were retired upon repurchase.

At June 30, 2023, $ 180 million remained available under the 2021 Repurchase Program.

At September 30, 2023, $ 92 million remained available under the 2021 Repurchase Program.

Under the 2020 Repurchase Program, we entered into an accelerated share repurchase arrangement ("ASR") in the fourth quarter of 2021 and repurchased 1,742,160 shares in November 2021 in exchange for a $ 150 million upfront payment to a financial institution.

2 unchanged sentences

In total, 2,289,153 shares were repurchased under this ASR at an average repurchase price of $ 65.53 .

On November 2, 2023 , our Board of Directors authorized a $ 500 million share repurchase program that expires on December 31, 2025.

The new share repurchase program is in addition to the existing share repurchase program expiring December 31, 2023.

Shares Used to Calculate Earnings per Share

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2023 2022 2023 2022

10 unchanged sentences

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, included in basic shares are 0.3 million in the three months and 0.3 million in the six months ended June 30, 2023, and 0.3 million in the three months and 0.3 million in six months ended June 30, 2022.

Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2023, and 0.2 million in the three months and 0.3 million in nine months ended September 30, 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.

2 unchanged sentences

Note 13 - Supplemental cash flow information

Ended June 30,

Ended September 30,

(In millions) 2023 2022

6 unchanged sentences

The net cash flows from these transactions are treated as operating cash flows as the financial instruments are purchased specifically for resale and are generally sold within a short period of time from the date of purchase.

We did not have any such conversions in the first six months of 2023 or 2022.

We did not have any such conversions in the first nine months of 2023 or 2022.

Non-cash Investing and Financing Activities

We acquired $ 46.8 million in armored vehicles and other equipment under financing lease arrangements in the first six months of 2023 compared to $ 39.6 million in armored vehicles and other equipment acquired under financing lease arrangements in the first six months of 2022.

We acquired $ 61.5 million in armored vehicles and other equipment under financing lease arrangements in the first nine months of 2023 compared to $ 43.7 million in armored vehicles and other equipment acquired under financing lease arrangements in the first nine months of 2022.

Loans Held for Investment

10 unchanged sentences

In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 40.6 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash.

At June 30, 2023, we held $ 433.5 million of restricted cash ($ 221.2 million represented restricted cash held for customers and $ 165.1 million represented accrued liabilities).

At September 30, 2023, we held $ 387.0 million of restricted cash ($ 184.3 million represented restricted cash held for customers and $ 160.7 million represented accrued liabilities).

At December 31, 2022, we held $ 438.5 million of restricted cash ($ 229.3 million represented restricted cash held for customers and $ 156.3 million represented accrued liabilities).

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

June 30, December 31,

September 30, December 31,

(In millions) 2023 2022

13 unchanged sentences

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.

In 2022, we recognized an additional $ 1.4 million adjustment and, in the first six months of 2023, we recognized an additional $ 0.4 million adjustment to our estimated loss.

In 2022, we recognized an additional $ 1.4 million adjustment and, in the first nine months of 2023, we recognized an additional $ 0.4 million adjustment to our estimated loss.

The adjustments resulted from a change in currency rates.

7 unchanged sentences

The actions were taken to enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions.

In total, we have recognized $ 32.3 million in charges under the program, including $ 10.1 million in the first six months of 2023.

In total, we have recognized $ 32.2 million in charges under the program, including $ 10.0 million in the first nine months of 2023.

We expect total expenses from the program to be between $ 42 million and $ 48 million.

5 unchanged sentences

Foreign currency exchange effects 0.1 — 0.1

Balance as of June 30, 2023 $ 8.5 — 8.5

Balance as of September 30, 2023 $ 5.7 — 5.7

Other Restructurings

Management periodically implements restructuring actions in targeted sections of our business.

As a result of these actions, we recognized net costs of $ 14.4 million in the first six months of 2022, primarily severance costs.

We recognized $ 4.1 million in net costs in the first six months of 2023, primarily severance costs.

As a result of these actions, we recognized net costs of $ 16.5 million in the first nine months of 2022, primarily severance costs.

We recognized $ 4.6 million in net costs in the first nine months of 2023, primarily severance costs.

The majority of the costs in both the 2023 and 2022 periods resulted from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements