What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-29 compared with 2023-03-01 · 45 added, 62 removed, 157 unchanged (41% of the section changed)

15 unchanged sentences

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, 2023 ("this Form 10-K").

Over the past several years, our business has evolved significantly.

We have a much larger footprint and new digital capabilities.

This means we have the opportunity to simplify cash and valuables management for our customers with tech-enabled services and to optimize our operations and leverage the benefits of scale across our expanded footprint.

Our strategy is to grow Brink’s by providing a superior customer experience and driving continuous improvement.

8 unchanged sentences

We will pursue Innovation 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 by driving a continuous improvement culture focused on customer experience and by building scale by sharing activities, infrastructure and knowledge.

We will achieve Operational Excellence 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 develop our Talent by attracting, developing, and empowering the best people, by strengthening core competencies across the company and by fostering an inclusive culture that inspires excellence.

To execute our objectives, we manage the business with multi-year plans.

In our current strategic plan, we are focusing on the implementation of the strategic pillars across our traditional (cash and valuables management) and emerging (Digital Retail Solutions and ATM Managed Services) service lines.

In our current strategic plan, 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.

15 unchanged sentences

Basic ATM services – We provide customers who own and operate ATMs a variety of service options.

Basic ATM management services include cash replenishment, treasury management and first and second line maintenance.

Basic ATM management services include cash replenishment, treasury management and first line maintenance.

Brink's Global Services ("BGS") – Serving customers in more than 100 countries, BGS is the leading global provider of secure transport of high-value commodities including diamonds, jewelry, luxury goods, precious metals, securities, banknotes, currency, high-tech devices, electronics, pharmaceuticals and fine art.

73 unchanged sentences

Certain employees in the United States provide corporate services for the various regions in which we operate.

Since 2020, the negative impact from the COVID-19 pandemic has affected the stability of our workforce.

During 2022, we continued to take steps to develop a talent pool deep enough to absorb employee departures.

Specifically, we enhanced workforce planning, updated job

descriptions, identified critical role high potential employees and enhanced our brand attractiveness by establishing Brink’s as a company that is relevant, digital, inclusive and growing.

We took actions in a number of markets to maintain the competitiveness of our compensation and benefits programs to assist with talent attraction and retention.

We continue to use employee opinion surveys to take the pulse of employees in the U.S., Brazil, Canada and Mexico.

During 2023, 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 workforce planning, 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, inclusive 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.

We continue to use employee opinion surveys to take the pulse of our employees on a global basis.

In 2023, we conducted a global engagement survey and achieved our goal for employee participation.

The results of this survey have helped us to better understand the thoughts and perspectives of our employees around the world, validate our existing strengths, and gain valuable insights for continuous improvement.

We believe meaningful actions based on employee feedback gleaned in the survey will result in ongoing high engagement with our employees.

Globally, we are sharing our vision of a winning culture with our leadership through country communication plans and using global leadership training and performance assessments to reinforce our values and critical success factors throughout the organization.

In 2022, we launched the Employee Experience Project, an onboarding training program for employees designed to represent our culture and values, focus on retention, increase employee engagement and reduce employee turnover.

Strategic acquisitions continue to be a part of our broader strategic plan.

On October 3, 2022, the Company completed its acquisition of NoteMachine Limited and Testlink Services Limited and the three subsidiaries they directly owned as of the acquisition date (collectively, "NoteMachine"), one of the leading ATM networks in the United Kingdom, including 599 employees.

It is expected that these employees will be added to our compensation and benefit programs in 2023.

All management employees who came to us from acquisitions are expected to complete an orientation program to ensure that they are aligned with the Company’s compensation, performance management, talent management and compliance policies.

In 2023, 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, reduce employee turnover and ensure that employees act in accordance with applicable law and industry best practices.

Employee Safety and Wellness

Employee safety is of paramount importance as we strive to bring every employee home safe every night.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interests of our employees, as well as the communities in which we operate.

The changes comply with government regulations and include implementing additional safety measures, such as additional personal protective equipment and enhanced cleaning protocols for employees continuing critical on-site work.

Employee safety is of paramount importance as we strive to bring every employee home safely every night.

In this respect, 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 have implemented a flexible work program that allows certain employees to work remotely as approved by their managers and is intended to help our employees maintain a reasonable professional/personal life balance as we continue to invest in and protect our strong Company culture.

We also offer our employees a wide array of benefits such as life and health (medical, dental and vision) insurance, mental and emotional health resources, paid time off, retirement benefits, family leave and family care resources.

We continue to maintain a flexible work program that allows certain employees to work remotely as approved by their managers.

For instance, in the U.S., we recently implemented a hybrid return to work policy referred to as “Flex and Connect,” which is intended to help our corporate employees maintain a reasonable professional/personal life balance as we continue to invest in and protect our strong Company culture and foster in-person creativity, collaboration, connection, and celebration.

We also offer our employees a wide array of market-competitive benefits specific to the markets in which we operate, including life and health (medical, dental and vision) insurance, mental and emotional health resources, paid time off, retirement benefits, family leave and family care resources.

Diversity and Inclusion

We are committed to providing a diverse and inclusive workplace and culture.

Accordingly, we continue to identify opportunities to execute on our commitment to Diversity and Inclusion (“D&I”) to our stakeholders.

Our Sustainability Program, including environmental, social and governance ("ESG") matters, is overseen by our Board of Directors.

In July 2022, we published our inaugural Sustainability Update, which outlined our ESG priorities and our commitment to five of the United Nations (“UN”) Sustainable Development Goals.

In the Sustainability Update, we announced a target to increase the number of women in leadership roles (defined as salary grade 18 and above) by at least 50% by the end of 2026.

In 2022, the Company also launched its Diverse Recruiting Guidelines, designed to ensure that we cultivate a pool of candidates with a wide range of qualities and perspectives and help prevent recruitment bias.

Additionally, through the collaborative efforts of our Vice President of Diversity and our Head of Talent Management, the Company has integrated D&I strategies into our talent management review meetings, which we believe has allowed us to identify and increase the representation of diverse candidates in our succession planning and leadership development initiatives.

As part of our Sustainability Program, we signed the UN Global Compact, affirming our commitment to meet fundamental responsibilities in the areas of human rights, labor and the environment.

We also joined the CEO Action for Diversity & Inclusion.

More information on our ESG priorities can be found on our Sustainability page on our website.

In 2022, we implemented global D&I training, including unconscious bias training, both in-person and virtually, for management-level employees, with the goal of educating and empowering the Company's leaders to foster an inclusive culture within their teams.

In 2021, we established a U.S.

Diversity and Inclusion Council (“D&I Council”) made up of the Company’s senior leaders in various functions, and the executive sponsors and chairs of our employee resource groups (“ERGs”) to support the development of our D&I initiatives.

The D&I Council was expanded to Europe in 2022, and we expect to expand the D&I Council to Asia in 2023.

Our ERGs promote acceptance and inclusion and provide resources to raise awareness.

In the U.S., we have groups for women, Black, Asian and Pacific Islander, Latinx and military veteran employees.

In Brazil and Argentina, we have groups for women, LGBTQ+ employees and for people with disabilities.

Brazil also has a group for Black employees.

In Canada, Mexico and Chile, we have groups for women.

In 2022, we expanded our ERGs and added two new groups in Europe – one for women and one for LGBTQ+ employees.

Our ERGs are supported with an executive sponsor and chair who also sit on the D&I Council to liaise with leadership and employees.

We believe that the ERGs play an essential role in fostering an inclusive culture within Brink’s and providing support.

Brink’s is committed to supporting the formation and success of our ERGs and to continuing to promote diversity and inclusion within our global enterprise.

Accordingly, we continue to identify opportunities to execute on our commitment to diversity and inclusion (“D&I”).

For instance, we continue to improve upon our aspiration to increase the representation of women in leadership, regularly reporting our progress to senior leadership and the Board.

We have a Diversity and Inclusion Council in each of the U.S., Europe, Asia and Latin America, made up of the Company’s senior leaders in various functions, and the executive sponsors and chairs of our employee resource groups (“ERGs”) (generally known as "affinity groups" outside of the U.S.) to promote a diverse and inclusive workplace and culture.

In the United States, we have dedicated ERGs for women, Black, Asian Pacific Islander and Latinx employees, as well as military veterans.

In Brazil, Argentina, and Europe, we have affinity groups focusing on women, LGBTQ+ employees, and individuals with disabilities.

Brazil specifically has a dedicated affinity group for Black employees.

In Canada, Mexico, and Chile, affinity groups are in place to support women.

In 2023, we expanded our affinity groups further by introducing two new affinity groups in Asia—one dedicated to India's women and another for Asia Diversity.

In Latin America, a new ERG was formed in Chile focusing on cultural transformation.

We firmly believe that ERGs and affinity groups play a pivotal role in cultivating an inclusive culture within Brink's and providing crucial support.

We remain steadfast in our commitment to supporting the formation and success of ERGs and affinity groups and continuing to champion D&I across our global enterprise.

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 that can lead and inspire a diverse workforce in an ever-changing environment.

Future Leaders is an intense and immersive 10-month leadership development program for our emerging leaders.

In 2024, we will have a cohort of leaders in our Europe, Middle East, Africa and Asia regions as well as in the Americas.

Labor Relations

As of December 31, 2023, approximately 29,000 of our employees in various countries in which we operate, or approximately 43% of our total workforce, were represented by trade union organizations and/or covered by collective bargaining agreements, which have various expiration dates from 2024 to 2028.

We are an equal opportunity employer and prohibit discrimination in employment decisions based upon any category protected by applicable federal, state, or local law.

It is also our policy to provide employment opportunities without regard to race, color, age, sex, sexual orientation, religious creed, national origin or any other status protected by law.

We believe our employee relations are satisfactory.

For more information on our Sustainability Program, including our environmental, social and governance priorities, please refer to the 2022 Sustainability Report, which can be found on our Sustainability page on our website.

Business Divestitures

Below is a summary of the significant businesses we exited in the last three years.

These divestitures did not meet the criteria for classification as discontinued operations.

Operating results for these businesses are included in continuing operations for all periods presented, as applicable.

We continue to operate our global services business in each of these countries.

• In the first quarter of 2020, we sold 100% of our ownership interest in a French security services company.

We exited our Russia-based operations in 2023 and recognized a $2.0 million loss on disposal.

Business Acquisitions

5 unchanged sentences

and generated approximately $94 million in revenues in 2020.

On February 26, 2020, we announced that we agreed to acquire the majority of the cash management operations of G4S, with closings planned in multiple phases.

In 2020, we acquired multiple businesses providing secure international transportation of valuables as well as cash management operations located in the Netherlands, Belgium, Ireland, Hong Kong, Cyprus, Romania, the Czech Republic, Malaysia, the Dominican Republic, the Philippines, Indonesia, Estonia, Latvia and Lithuania.

In the first quarter of 2021, we acquired operations in Macau, Luxembourg and Kuwait, which completed the remaining planned G4S transactions.

In the aggregate, the purchase consideration for the G4S acquisitions was $826 million.

The G4S businesses acquired generated approximately $800 million in revenues in 2019.

See Note 7 to the consolidated financial statements for more detailed information on the acquired assets and liabilities from these acquisitions.

1 unchanged sentence

2022 Global Restructuring Plan

In the third quarter of 2022, management began a restructuring program across our global business operations.

In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously disclosed restructuring plan across our global business operations.

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

As a result of actions taken, we recognized $22.2 million in charges in 2022 under this restructuring, primarily severance costs.

For the restructuring actions that were approved as of December 31, 2022, we expect to incur additional costs between $10 million and $14 million in future periods, primarily severance costs.

In total, we have recognized $33.2 million in charges under the program, including $11.0 million in 2023.

We expect total expenses from the program to be between $38 million and $42 million, primarily severance costs.

Other Restructurings

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

As a result of these actions, we recognized $66.6 million net costs in operating profit and $0.6 million costs in interest and other nonoperating income (expense) in 2020, primarily severance costs.

We recognized $43.6 million net costs in 2021 and $16.6 million net costs in 2022, primarily severance costs.

The majority of the costs from 2022 restructuring plans 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.

For the current restructuring actions that have not yet been completed, we expect to incur additional costs between $1 million and $3 million in future periods.

These estimates are expected to be updated as management targets additional sections of our business.

As a result of these actions, we recognized $43.6 million net costs in 2021, primarily severance costs.

We recognized $16.6 million net costs in 2022, primarily severance costs.

We recognized $6.6 million net costs in 2023.

The majority of the costs in both the 2023 and 2022 periods result 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.

See Note 24 to the consolidated financial statements for more detailed information on reorganization and restructuring activities.

14 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-K

Item 1. Business