What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-07 · 271 added, 201 removed, 1019 unchanged (32% of the section changed)

4 unchanged sentences

(In millions, except for per share amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

50 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) 2024 2023 2024 2023

37 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) 2024 2023 2024 2023

Net income $ 31.9 $ 49.4 $ 133.9 $ 102.8

Benefit plan adjustments:

Benefit plan actuarial gains 5.2 — 9.3 3.1

Benefit plan prior service costs

Net benefit plan adjustments:

Net benefit plan actuarial adjustment

1.6 4.2 10.9 7.3

Deferred profit sharing ( 0.2 ) 0.3 ( 0.1 ) 0.3

Net benefit plan prior service adjustment

( 2.3 ) ( 2.8 ) ( 15.5 ) ( 8.5 )

Net deferred profit sharing adjustment

0.1 ( 0.2 ) — 0.1

Total benefit plan adjustments ( 0.6 ) 1.2 ( 4.6 ) ( 1.1 )

Foreign currency translation adjustments ( 71.1 ) 15.7 ( 92.6 ) 59.1

Gains on available-for-sale securities

Net foreign currency translation adjustment

15.1 ( 41.0 ) ( 77.5 ) 18.1

Gains on cash flow hedges

Net change on available-for-sale securities

( 6.1 ) 7.9 ( 4.4 ) 8.3

Net change on cash flow hedges

( 21.6 ) 6.9 ( 10.0 ) 13.9

Other comprehensive income (loss) before tax ( 13.2 ) ( 25.0 ) ( 96.5 ) 39.2

1 unchanged sentence

Other comprehensive income (loss) ( 2.7 ) ( 30.7 ) ( 93.4 ) 35.6

Comprehensive income (loss)

Comprehensive income

29.2 18.7 40.5 138.4

1 unchanged sentence

10.0 2.3 13.8 5.8

Comprehensive income (loss) attributable to Brink's

Comprehensive income attributable to Brink's

$ 19.2 16.4 $ 26.7 132.6

3 unchanged sentences

Condensed Consolidated Statements of Equity

Six Months ended June 30, 2024

Nine Months ended September 30, 2024

(In millions) Shares Common

19 unchanged sentences

— — — — ( 75.0 ) ( 0.9 ) ( 75.9 )

Shares repurchased (a)

Shares repurchased

( 0.4 ) ( 0.4 ) ( 7.9 ) ( 35.3 ) — — ( 43.6 )

8 unchanged sentences

Balance as of June 30, 2024 44.2 $ 44.2 666.3 354.0 ( 744.0 ) 126.1 446.6

(a) During the quarter ended June 30, 2024, we repurchased a total of 447,360 shares of our common stock for an aggregate of $ 42.7 million in cash.

On the last day of June 2024, 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 $ 0.6 million to repurchase those shares and, as of June 30, 2024, 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 six months ended June 30, 2024, shares repurchased include the 1% excise tax imposed under the Inflation Reduction Act of 2022 of approximately $ 0.3 million.

Net income — — — 28.9 — 3.0 31.9

Other comprehensive income (loss)

— — — — ( 9.7 ) 7.0 ( 2.7 )

Shares repurchased

( 0.6 ) ( 0.6 ) ( 8.3 ) ( 50.1 ) — — ( 59.0 )

Dividends to:

Brink’s common shareholders ($ 0.2425 per share)

— — — ( 10.7 ) — — ( 10.7 )

Noncontrolling interests — — — — — ( 5.1 ) ( 5.1 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 7.5 — — — 7.5

Other share-based benefit transactions 0.1 0.1 ( 0.5 ) — — — ( 0.4 )

Balance as of September 30, 2024 43.7 $ 43.7 665.0 322.1 ( 753.7 ) 131.0 408.1

* Accumulated other comprehensive income (loss)

See accompanying notes to condensed consolidated financial statements.

Six Months ended June 30, 2023

Nine Months ended September 30, 2023

(In millions) Shares Common

29 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 ($ 0.2200 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 day 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.

We were obligated to pay $ 1.8 million to repurchase those shares and, as of September 30, 2023, this obligation was 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)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended June 30,

Ended September 30,

(In millions)

Cash flows from operating activities:

$ 133.9 102.8

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

3 unchanged sentences

Deferred income taxes

(Gain) loss on marketable securities and sale of property and equipment ( 2.8 ) 1.6

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

Impairment losses

4 unchanged sentences

Unrealized foreign currency (gains) losses

( 36.4 ) 23.9

Other operating

1 unchanged sentence

(Increase) decrease in accounts receivable and income taxes receivable

Decrease in accounts payable, income taxes payable and accrued liabilities

( 91.2 ) 30.8

(Increase) decrease in accounts payable, income taxes payable and accrued liabilities

35.9 ( 61.0 )

Decrease in restricted cash held for customers

( 100.6 ) ( 44.9 )

Increase (decrease) in customer obligations

Decrease in prepaid and other current assets

Decrease in customer obligations

( 69.7 ) ( 5.5 )

(Increase) decrease in prepaid and other current assets

Decrease in other noncurrent assets and liabilities

( 31.8 ) ( 7.9 )

Net cash provided by (used in) operating activities

( 2.2 ) 105.3

Net cash provided by operating activities

Cash flows from investing activities:

6 unchanged sentences

Sales 42.8 48.7

Cash proceeds from sale of property, equipment and investments 4.5 1.0

Cash proceeds from sale of property and equipment

Net change in loans held for investment 5.4 ( 12.3 )

74 unchanged sentences

We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together, "Brink's Argentina").

Revenues from Brink's Argentina represented approximately 3 % of our consolidated revenues for the first six months of 2024 and 4 % of our consolidated revenues for the first six months of 2023.

Revenues from Brink's Argentina represented approximately 4 % of our consolidated revenues for the first nine months of 2024 and 4 % of our consolidated revenues for the first nine months of 2023.

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 2024 and 2023, the Argentine peso declined approximately 9 % (from 833.3 to 911.5 pesos to the U.S.

In the first nine months of 2024 and 2023, the Argentine peso declined approximately 14 % (from 833.3 to 968.7 pesos to the U.S.

dollar) and 48 % (from 178.6 to 344.8 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 2024, we recognized a $ 6.4 million pretax remeasurement loss.

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

At June 30, 2024, Argentina's economy remains highly inflationary for accounting purposes.

At June 30, 2024, we had net monetary assets denominated in Argentine pesos of $ 101.5 million (including cash of $ 84.5 million).

At June 30, 2024, we had net nonmonetary assets of $ 139.9 million (including $ 99.8 million of goodwill, $ 2.9 million in equity securities denominated in Argentine pesos and $ 7.3 million in debt securities denominated in Argentine pesos).

In the first nine months of 2024, we recognized an $ 11.9 million pretax remeasurement loss.

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

At September 30, 2024, Argentina's economy remains highly inflationary for accounting purposes.

At September 30, 2024, we had net monetary assets denominated in Argentine pesos of $ 96.9 million (including cash of $ 83.0 million).

At September 30, 2024, we had net nonmonetary assets of $ 150.6 million (including $ 99.8 million of goodwill, $ 1.3 million in equity securities denominated in Argentine pesos and $ 23.5 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).

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, 2024 or June 30, 2023.

We did not have any such conversions or related conversion losses in the nine months ended September 30, 2024 or September 30, 2023.

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, 2024 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, 2024 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.

Restricted Cash

In France and Malaysia, we offer services to certain of our customers where we manage some or all of their cash supply chains.

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, we are required to maintain a restricted cash reserve and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet (see Note 13).

New Accounting Standards

3 unchanged sentences

For interim reporting periods, it will be effective for us on January 1, 2025.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

This new guidance will result in increased disclosures in the notes to our financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

2 unchanged sentences

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoption is permitted.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

This new guidance will result in increased disclosures in the notes to our financial statements.

Note 2 - Revenue from Contracts with Customers

38 unchanged sentences

Cash and Valuables Management DRS and AMS Total

Three months ended June 30, 2024

Three months ended September 30, 2024

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 948.2 310.3 1,258.5

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

Six months ended June 30, 2024

Nine months ended September 30, 2024

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 2,852.5 895.2 3,747.7

Six months ended June 30, 2023

Nine months ended September 30, 2023

Reportable Segments:

17 unchanged sentences

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 or amortized within one year ($ 4.7 million at June 30, 2024) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed or amortized within one year ($ 16.8 million at June 30, 2024) are reported in other assets on the condensed consolidated balance sheet.

Contract assets expected to be collected or amortized within one year ($ 3.7 million at September 30, 2024) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed or amortized within one year ($ 17.5 million at September 30, 2024) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

5 unchanged sentences

Opening (January 1, 2024) $ 779.0 15.4 21.4

Closing (June 30, 2024) 843.3 21.5 14.9

Closing (September 30, 2024) 849.4 21.2 12.4

Increase (decrease) $ 70.4 5.8 ( 9.0 )

The amount of revenue recognized in the six months ended June 30, 2024 that was included in the January 1, 2024 contract liabilities balance was $ 11.4 million.

The amount of revenue recognized in the nine months ended September 30, 2024 that was included in the January 1, 2024 contract liabilities balance was $ 17.9 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, 2024 from performance obligations satisfied in the prior year was not significant.

Revenue recognized in the nine months ended September 30, 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.

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, 2024, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at June 30, 2024 and December 31, 2023 were $ 4.2 million and $ 3.7 million, respectively.

The amortization expense in the first six months of 2024 and 2023 was $ 0.8 million and $ 1.0 million, respectively.

At September 30, 2024, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at September 30, 2024 and December 31, 2023 were $ 4.7 million and $ 3.7 million, respectively.

The amortization expense in the first nine months of 2024 and 2023 was $ 1.1 million and $ 1.5 million, respectively.

Practical Expedients

12 unchanged sentences

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 corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S.

GAAP, and costs related to global initiatives.

• Other items not allocated to segments - certain 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 15 .

• 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.

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)

17 unchanged sentences

— — 1.8 ( 0.7 )

Other items not allocated to segments:

Reorganization and restructuring (b)

Other items not allocated to segments (b) :

Reorganization and restructuring

— — ( 0.4 ) ( 0.4 )

Acquisitions and dispositions (c)

Acquisitions and dispositions

— — ( 16.5 ) ( 19.4 )

Argentina highly inflationary impact (d)

Argentina highly inflationary impact

— — ( 10.8 ) ( 8.1 )

Transformation initiatives (e)

Transformation initiatives

— — ( 9.5 ) —

Department of Justice investigation (f)

Department of Justice investigation

— — ( 1.7 ) —

Chile antitrust matter (g)

Chile antitrust matter

— — ( 0.6 ) —

Non-routine auto loss matter

— — ( 0.5 ) —

Reporting compliance — — — ( 0.7 )

$ 1,258.5 1,227.4 $ 111.6 137.7

Operating Profit

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

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

(In millions)

15 unchanged sentences

Foreign currency transaction gains

— — 11.7 15.3

Reconciliation of segment policies to GAAP (a)

Other items not allocated to segments:

Reorganization and restructuring (b)

Other items not allocated to segments (b) :

Reorganization and restructuring

— — ( 1.9 ) ( 14.6 )

Acquisitions and dispositions (c)

Acquisitions and dispositions

— — ( 47.2 ) ( 56.4 )

Argentina highly inflationary impact (d)

Argentina highly inflationary impact

— — ( 23.8 ) ( 30.3 )

Transformation initiatives (e)

Transformation initiatives

— — ( 21.5 ) —

Department of Justice investigation (f)

Department of Justice investigation

— — ( 7.7 ) —

Chile antitrust matter (g)

Chile antitrust matter

— — ( 1.1 ) ( 0.4 )

Non-routine auto loss matter

— — ( 0.5 ) —

Reporting compliance

— — — ( 0.7 )

$ 3,747.7 3,629.0 $ 348.5 323.1

(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.

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

Due to the unique circumstances around the charges related to these actions, they have not been allocated to segment results.

(c) Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment results.

These items include amortization expense for acquisition-related intangible assets and integration, transaction and restructuring costs related to business acquisitions.

(d) We have designated Argentina's economy as highly inflationary for accounting purposes.

Currency remeasurement gains and losses related to peso-denominated monetary assets and liabilities as well as incremental expense related to nonmonetary assets are excluded from segment results.

(e) Costs (primarily third party professional services and project management charges) related to a management-directed program intended to accelerate growth and drive margin expansion through transformation of our business model.

(f) See details regarding Department of Justice investigation at Note 14.

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

(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 in the U.S., with expectations to then leverage the transformation changes and learnings globally.

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.

Department of Justice Investigation In the second quarter of 2024, we recorded a charge for a probable loss in connection with a U.S.

Department of Justice investigation.

Additionally, we have incurred third-party costs, primarily legal costs in the current quarter, associated with this matter.

See Note 14 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 in the current quarter, associated with this matter.

See Note 14 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 a charge.

Additionally, we have incurred third-party costs, primarily legal costs in the current quarter, 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.

Note 4 - Retirement benefits

5 unchanged sentences

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended June 30,

Three months ended September 30,

Service cost $ — — 2.1 1.9 2.1 1.9

2 unchanged sentences

Amortization of losses 1.2 0.3 0.6 0.5 1.8 0.8

Amortization of prior service credit — — 0.1 0.1 0.1 0.1

Settlement loss — — 0.6 0.1 0.6 0.1

1 unchanged sentence

$ ( 2.7 ) ( 3.4 ) 4.9 4.4 2.2 1.0

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 6.5 5.6 6.5 5.6

2 unchanged sentences

Amortization of losses 3.9 1.2 1.9 1.3 5.8 2.5

Amortization of prior service cost — — 0.1 0.1 0.1 0.1

Settlement loss — — 0.9 0.4 0.9 0.4

3 unchanged sentences

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

pension plan in 2023 or the first six months of 2024.

pension plan in 2023 or the first nine months of 2024.

Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2023, we do not expect to make contributions to the primary U.S.

7 unchanged sentences

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended June 30,

Service cost $ — — — 0.1 — 0.1

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations $ 2.2 2.7 1.1 1.4 3.3 4.1

5 unchanged sentences

$ ( 2.7 ) ( 1.5 ) 2.2 2.6 ( 0.5 ) 1.1

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 0.1 0.2 0.1 0.2

8 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,

(In millions, except for effective tax rate)

4 unchanged sentences

Effective tax rate 46.0 % 43.0 % 36.0 % 44.2 %

2024 Compared to U.S.

2024 Effective Income Tax Rate Compared to U.S.

Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2024 was greater than the 21% U.S.

The effective income tax rate on continuing operations in the first nine months of 2024 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.

taxable income and credit limitations.

2023 Compared to U.S.

2023 Effective Income Tax Rate Compared to U.S.

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.

5 unchanged sentences

The condensed consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.

In the first six months of 2024, we acquired two business operations in the North America and Europe segments.

In the first nine months of 2024, we acquired two business operations in the North America and Europe segments.

The aggregate purchase consideration for these two acquisitions was approximately $ 21 million.

11 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 six months of 2024, we recognized a $ 0.5 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.

In the first nine months of 2024, we recognized a $ 0.5 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.

Changes in the liability as a result of labor rate increases are reflected as acquisition-related costs.

Due to the fact that management has excluded these amounts when evaluating internal performance, we have excluded the amounts from segment results.

Due to the fact that management has excluded these Argentina amounts when evaluating internal performance, we have excluded the amounts from segment results.

Note 7 - Accumulated other comprehensive income (loss)

8 unchanged sentences

Income (Loss)

Three months ended June 30, 2024

Three months ended September 30, 2024

Amounts attributable to Brink's:

18 unchanged sentences

$ ( 4.5 ) 9.6 ( 8.7 ) 0.9 ( 2.7 )

Three months ended June 30, 2023

Three months ended September 30, 2023

Amounts attributable to Brink's:

26 unchanged sentences

Income (Loss)

Six months ended June 30, 2024

Nine months ended September 30, 2024

Amounts attributable to Brink's:

18 unchanged sentences

$ ( 79.3 ) 0.1 ( 17.2 ) 3.0 ( 93.4 )

Six months ended June 30, 2023

Nine months ended September 30, 2023

Amounts attributable to Brink's:

21 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) 2024 2023 2024 2023

3 unchanged sentences

Interest and other nonoperating expense ( 0.5 ) 0.2 0.9 1.0

(b) 2024 foreign currency translation adjustment amounts arising during the three months ended June 30, 2024 reflect primarily the devaluation of the Mexican peso and the Brazilian real, partially offset by the appreciation of the Chilean peso.

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.

2024 foreign currency translation adjustment amounts arising during the six months ended June 30, 2024 reflect primarily the devaluation of the Mexican peso, 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.

(b) 2024 foreign currency translation adjustment amounts arising during the three months ended September 30, 2024 reflect primarily the appreciation of the euro and the Malaysian ringgit, partially offset by the devaluation of the Mexican peso.

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.

2024 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2024 reflect primarily the devaluation of the Mexican peso and the Brazilian real, partially offset by the appreciation of the Malaysian ringgit and the euro.

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.

(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.

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

• ot her operating income (expense) ( no gains or losses in the three months ended June 30, 2024 and $ 3.8 million loss in the three months ended June 30, 2023;

as well as no gains or losses in the six months ended June 30, 2024 and $ 7.2 million loss in the six months ended June 30, 2023).

• interest expense ( $ 4.7 million reduction to expense in the three months ended June 30, 2024 and $ 4.8 million reduction to expense in the three months ended June 30, 2023;

as well as $ 9.7 million reduction to expense in the six months ended June 30, 2024 and $ 8.5 million reduction to expense in the six months ended June 30, 2023).

• ot her operating income (expense) ( no gains or losses in the three months ended September 30, 2024 and $ 0.5 million loss in the three months ended September 30, 2023;

as well as no gains or losses in the nine months ended September 30, 2024 and $ 7.7 million loss in the nine months ended September 30, 2023).

• interest expense ( $ 4.6 million reduction to expense in the three months ended September 30, 2024 and $ 5.2 million reduction to expense in the three months ended September 30, 2023;

as well as $ 14.3 million reduction to expense in the nine months ended September 30, 2024 and $ 13.7 million reduction to expense in the nine months ended September 30, 2023).

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

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss to net income 3.8 ( 2.6 ) ( 4.5 ) ( 10.9 ) ( 14.2 )

Other comprehensive income (loss) attributable to Brink's ( 3.3 ) ( 93.2 ) ( 0.6 ) 9.1 ( 88.0 )

Balance as of June 30, 2024 $ ( 305.5 ) ( 461.4 ) ( 2.4 ) 25.3 ( 744.0 )

Other comprehensive loss attributable to Brink's

( 3.7 ) ( 81.6 ) ( 4.9 ) ( 7.5 ) ( 97.7 )

Balance as of September 30, 2024 $ ( 305.9 ) ( 449.8 ) ( 6.7 ) 8.7 ( 753.7 )

Note 8 - Fair value of financial instruments

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(In millions)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

2025 Senior Unsecured Notes

Carrying value $ 400.0 400.0

Carrying value (a)

Fair value — 382.0

8 unchanged sentences

Fair value 415.7 —

(a) The 2025 Senior Unsecured Notes were redeemed in the third quarter of 2024 (see Note 9).

Pricing inputs for nonpublic debt are often not observable.

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Forward and Swap Contracts

Economic Hedges

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

At June 30, 2024, the notional value of our outstanding foreign currency forward and swap contracts was $ 966 million, with average maturities of approximately one month .

At September 30, 2024, the notional value of our outstanding foreign currency forward and swap contracts was $ 1,001 million, with average maturities of approximately one month .

These foreign currency forward and swap contracts primarily offset exposures in the euro, the British pound, 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, 2024, the fair value of our short term foreign currency contracts was a net liability of approximately $ 6.3 million, of which $ 7.1 million was included in prepaid expenses and other and $ 13.4 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these foreign currency contracts was a net liability of approximately $ 1.1 million, of

which $ 8.7 million was included in prepaid expenses and other and $ 9.8 million was included in accrued liabilities on the condensed consolidated balance sheet.

At September 30, 2024, the fair value of our short term foreign currency contracts was a net liability of approximately $ 13.2 million, of which $ 2.6 million was included in prepaid expenses and other and $ 15.8 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these foreign currency contracts was a net liability of approximately $ 1.1 million, of which $ 8.7 million was included in prepaid expenses and other and $ 9.8 million was included in accrued liabilities on the condensed consolidated balance sheet.

Cash flows related to economic hedges are reported in the condensed 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.

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) 2024 2023 2024 2023

Derivative instrument gains (losses) included in other operating income (expense)

Derivative instrument gains (losses) included in other operating income (expense) (a)

$ ( 39.4 ) 4.3 $ ( 38.1 ) 22.9

(a) Derivative instrument losses in the three months ended September 30, 2024, were higher than in the three months ended September 30, 2023, due primarily to the impact of forward currency contracts to hedge exposures to the Mexican peso-denominated intercompany loans.

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.

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

In the first half 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:

Ended June 30, Six Months

Ended June 30,

In the first nine months 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:

Ended September 30, Nine Months

Ended September 30,

(In millions) 2024 2023 2024 2023

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Net derivative instrument losses — ( 0.7 ) — ( 8.4 )

Interest Rate Swaps - Cash Flow Hedges

In the first quarter of 2019, we entered into ten interest rate swaps that matured in January 2024.

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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, 2024, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 14.2 million, of which $ 6.3 million was included in prepaid expenses and other and $ 7.9 million was included in other assets on the condensed consolidated balance sheet.

At September 30, 2024, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.4 years.

At September 30, 2024, the fair value of these interest rate swaps was a net asset of $ 8.1 million, of which $ 4.0 million was included in prepaid expenses and other and $ 4.1 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 12.2 million, of which $ 5.8 million was included in prepaid expenses and other and $ 6.4 million was included in other assets on the condensed consolidated balance sheet.

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

At June 30, 2024, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 3.3 million, of which $ 2.3 million was included in prepaid expenses and other and $ 1.0 million was included in other assets on the condensed consolidated balance sheet.

At September 30, 2024, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.4 years.

At September 30, 2024, the fair value of these interest rate swaps was a net liability of $ 1.3 million, of which $ 0.4 million was included in

prepaid expenses and other and $ 1.7 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 0.1 million, of which $ 1.9 million was included in prepaid expenses and other and $ 1.8 million was included in other liabilities on the condensed consolidated balance sheet.

In the second quarter of 2023, we entered into eight forward-starting interest rates swaps that became effective in January 2024.

In the second quarter of 2023, we entered into eight forward-starting interest rate swaps that became effective in January 2024.

The forward-starting interest rate swaps have a maturity date in June 2027.

These swaps replaced the $ 400 million interest rate swaps that matured on the same date in January 2024 that the forward-starting swaps become effective.

These swaps replaced the $ 400 million interest rate swaps that matured on the same date in January 2024 that the forward-starting swaps became effective.

These swaps are intended to hedge cash flow risk associated with changes in variable interest rates and were designated 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).

At June 30, 2024, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 13.0 million, of which $ 7.2 million was included in prepaid expenses and other and $ 5.8 million was included in other assets on the condensed consolidated balance sheet.

At September 30, 2024, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 1.4 years.

At September 30, 2024, the fair value of these interest rate swaps was a net asset of $ 1.9 million, of which $ 2.7 million was included in prepaid expenses and other and $ 0.8 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 5.7 million, of which $ 5.4 million was included in prepaid expenses and other and $ 0.3 million was included in other assets on the condensed consolidated balance sheet.

Cash flows related to interest rate swaps are reported as operating activities.

In October 2024, we terminated all of our outstanding interest rate swap contracts, which had an aggregate notional value of $ 775 million.

We received approximately $ 19 million in cash proceeds as a result of terminating these contracts.

Net Investment Hedges

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.

4 unchanged sentences

We subsequently entered into a total of nine cross currency swaps with a total notional value of $ 400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies.

Swaps with a total notional value of $ 215 million will terminate in May 2026 and swaps with a total notional of $ 185 million will terminate in April 2031.

Swaps with a total notional value of $ 215 million will terminate in May 2026 and swaps with a total notional value of $ 185 million will terminate in April 2031.

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

5 unchanged sentences

The combined cross currency swaps and zero cost collar has been designated as a net investment hedge for accounting purposes.

At June 30, 2024, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 1.6 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 5.7 years for the cross currency swaps maturing in April 2031.

At June 30, 2024, the fair value of these cross currency swaps was a net liability of $ 23.4 million, of which $ 5.6 million was included in prepaid expenses and other and $ 29.0 million was included in other liabilities on the condensed consolidated balance sheet.

At September 30, 2024, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 1.5 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 5.7 years for the cross currency swaps maturing in April 2031.

At September 30, 2024, the fair value of these cross currency swaps was a net liability of $ 38.2 million, of which $ 5.6 million was included in prepaid expenses and other and $ 43.8 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these cross currency swaps was a net liability of $ 34.6 million, of which $ 5.6 million was included in prepaid expenses and other and $ 40.2 million was included in other liabilities on the condensed consolidated balance sheet.

At June 30, 2024, the fair value of the zero cost collar was an asset of $ 1.9 million, which was included in other assets on the condensed consolidated balance sheet.

At September 30, 2024, the fair value of the zero cost collar was an asset of $ 0.4 million, which was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of the zero cost collar was an asset of $ 0.1 million, which was included in other assets on the condensed consolidated balance sheet.

3 unchanged sentences

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 foreign exchange forward swap contract.

At June 30, 2024, the notional value of this foreign exchange forward swap contract was $ 55 million with a remaining weighted average maturity of 0.4 years.

At June 30, 2024, the fair value of this derivative contract was an asset of $ 0.2 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.

At September 30, 2024, the notional value of this foreign exchange forward swap contract was $ 55 million with a remaining weighted average maturity of 0.1 years.

At September 30, 2024, the fair value of this derivative contract was an asset of $ 0.1 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of this derivative contract was an asset of $ 0.1 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.

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 flow from net investment hedges are reported as operating activities.

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) 2024 2023 2024 2023

6 unchanged sentences

Contingent Consideration

In the second quarter of 2020, we acquired cash management operations in Malaysia from U.K.-based G4S and have recorded a payable for 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 June 30, 2024 as we believe it is unlikely that the contingent consideration payments will be reduced.

The fair value of the contingent consideration is the full $ 24 million that remains potentially payable as of September 30, 2024 as we believe it is unlikely that the contingent consideration payments will be reduced.

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 2024.

There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2024.

Note 9 - Debt

June 30, December 31,

September 30, December 31,

(In millions) 2024 2023

14 unchanged sentences

Total debt $ 3,851.3 3,531.3

(a) Amounts outstanding are net of unamortized debt costs of $ 3.4 million as of June 30, 2024 and $ 4.0 million as of December 31, 2023.

(b) Amounts outstanding are net of unamortized debt costs of $ 14.6 million as of June 30, 2024 and $ 5.6 million as of December 31, 2023.

(a) Amounts outstanding are net of unamortized debt costs of $ 3.1 million as of September 30, 2024 and $ 4.0 million as of December 31, 2023.

(b) Amounts outstanding are net of unamortized debt costs of $ 12.9 million as of September 30, 2024 and $ 5.6 million as of December 31, 2023.

(c) Includes Other Revolving Credit Facilities of $ 233 million at September 30, 2024 and $ 226 million at December 31, 2023.

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, 2024, $ 950 million was available under the Revolving Credit Facility.

As of September 30, 2024, $ 499 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, 2024.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of June 30, 2024.

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at September 30, 2024.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of September 30, 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 June 30, 2024.

The commitment fee, which can range from 0.15 % to 0.28 %, was 0.23 % as of September 30, 2024.

Senior Unsecured Notes

8 unchanged sentences

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 will mature on July 15, 2025 and bear an annual interest rate of 5.5 %.

The 2025 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

The 2025 Senior Unsecured Notes had a maturity date of July 15, 2025 and 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 expected redemption date for the notes is September 13, 2024.

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.

9 unchanged sentences

Remaining net proceeds from the 2025 Senior Unsecured Notes 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 are intended to be used to redeem or repurchase the $ 400 million outstanding principal amount of the 2025 Senior Unsecured Notes at or prior to maturity and to repay a portion of the outstanding indebtedness under our Revolving Credit Facility.

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 Revolving Credit Facilities

We also have revolving credit facilities in our North America, Latin America and Europe segments.

On an aggregate basis, borrowings under these facilities total $ 309 million with an additional $ 153 million available as of June 30, 2024, including $ 127 million in Short-term borrowings and $ 182 million in Other long-term debt.

We also have 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 $ 359 million with an additional $ 353 million available as of September 30, 2024, including $ 126 million in Short-term borrowings and $ 233 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 6.35 % to 7.00 %.

6 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, 2024.

We were in compliance with all covenants at September 30, 2024.

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, 2024.

The following table is a rollforward of the allowance for doubtful accounts for the nine month period ended September 30, 2024.

Allowance for doubtful accounts:

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Foreign currency exchange effects —

June 30, 2024 $ 30.6

September 30, 2024 $ 28.8

Note 11 - Share-based compensation plans

5 unchanged sentences

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.

During the 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 2024 Plan.

We have outstanding deferred stock units granted to directors under the 2017 Plan and 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.

Outstanding awards at June 30, 2024 include performance stock units, restricted stock units, deferred stock units, time-based stock options and certain awards that will be settled in cash.

Outstanding awards at September 30, 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

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)

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No performance-based options were granted after 2018.

The following table summarizes performance-based stock option activity during the first six months of 2024:

The following table summarizes performance-based stock option activity during the first nine months of 2024:

(in thousands)

2 unchanged sentences

Exercised ( 174.4 ) 17.92

Outstanding balance as of June 30, 2024

Outstanding balance as of September 30, 2024

Time-Based Stock Options

1 unchanged sentence

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 2024:

The following table summarizes time-based stock option activity during the first nine months of 2024:

(in thousands)

2 unchanged sentences

Exercised ( 93.2 ) 21.54

Outstanding balance as of June 30, 2024

Outstanding balance as of September 30, 2024

Restricted Stock Units (“RSUs”)

We granted RSUs that contain only a service condition.

We granted RSUs that contain only a service condition as part of our compensation program.

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 2024:

The following table summarizes RSU activity during the first nine months of 2024:

(in thousands)

4 unchanged sentences

Vested ( 145.1 ) 67.48

Nonvested balance as of June 30, 2024

Nonvested balance as of September 30, 2024

292.0 $ 73.10

Performance Stock Units ("PSUs”)

Historically, we have granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR 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 the IM PSUs granted in 2021, the performance period was from January 1, 2021 to December 31, 2022 with an additional one year of service requirement after 2022.

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 requirement after 2022.

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

1 unchanged sentence

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, a performance condition, and a service condition.

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.

1 unchanged sentence

We measure the fair value of TSR PSUs at the grant date using a Monte Carlo simulation model.

For the TSR PSUs granted in 2021, the service period was from January 1, 2021 to December 31, 2023.

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 2024:

For TSR PSUs granted in 2021, the service period was from January 1, 2021 to December 31, 2023.

For 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 nine months of 2024:

(in thousands)

5 unchanged sentences

( 229.1 ) 80.47

Nonvested balance as of June 30, 2024

Nonvested balance as of September 30, 2024

653.1 $ 72.63

2 unchanged sentences

Deferred Stock Units ("DSUs")

We granted DSUs to our non-employee directors.

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.

1 unchanged sentence

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 2024:

The following table summarizes all DSU activity during the first nine months of 2024:

(in thousands)

3 unchanged sentences

Vested ( 19.2 ) 62.43

Nonvested balance as of June 30, 2024

Nonvested balance as of September 30, 2024

Note 12 - Capital Stock

At June 30, 2024, we had 100 million shares of common stock authorized and 44.2 million shares issued and outstanding.

At September 30, 2024, we had 100 million shares of common stock authorized and 43.7 million shares issued and outstanding.

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

On May 1, 2024, the Board declared a regular quarterly dividend of 24.25 cents per share payable on June 3, 2024 to shareholders of record on May 13, 2024.

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.

On July 11, 2024, the Board declared a regular quarterly dividend of 24.25 cents per share payable on September 3, 2024 to shareholders of record on July 29, 2024.

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 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, 2024, 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, 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

3 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, 2024, we repurchased a total of 722,040 shares of our common stock for an aggregate of $ 65.7 million and an average price of $ 91.02 per share.

During the nine months ended September 30, 2024, we repurchased a total of 1,291,224 shares of our common stock for an aggregate of $ 125.3 million and an average price of $ 97.04 per share.

These shares were retired upon repurchase.

At June 30, 2024, $ 434 million remained available under the 2023 Repurchase Program.

At September 30, 2024, $ 375 million remained available under the 2023 Repurchase Program.

In October 2021, we announced that our Board of Directors authorized a $ 250 million share repurchase program (the "2021 Repurchase Program").

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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) 2024 2023 2024 2023

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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 0.2 million in the three months and 0.2 million in the six months ended June 30, 2024, and 0.3 million in the three months and 0.3 million in the six months ended June 30, 2023.

Accordingly, included in basic shares are 0.2 million in the three months and 0.2 million in the nine months ended September 30, 2024, and 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2023.

Note 13 - Supplemental cash flow information

Ended June 30,

Ended September 30,

(In millions) 2024 2023

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Non-cash Investing and Financing Activities

We acquired $ 25.6 million in armored vehicles and other equipment under financing lease arrangements in the first six months of 2024 compared to $ 46.8 million in armored vehicles and other equipment acquired under financing lease arrangements in the first six months of 2023.

We acquired $ 44.2 million in armored vehicles and other equipment under financing lease arrangements in the first nine months of 2024 compared to $ 61.5 million in armored vehicles and other equipment acquired under financing lease arrangements in the first nine months of 2023.

Loans Held for Investment

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In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 43.8 million ($ 40.9 million at December 31, 2023) and, due to this contractual restriction, we have classified these amounts as restricted cash.

At June 30, 2024, we held $ 428.8 million of restricted cash ($ 214.9 million represented restricted cash held for customers and $ 171.4 million represented accrued liabilities).

At September 30, 2024, we held $ 412.5 million of restricted cash ($ 191.2 million represented restricted cash held for customers and $ 178.2 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).

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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 $ 7.2 million in the first six months of 2024 compared to $ 1.4 million in the first six months of 2023 and are included in Other long-term debt borrowings within financing activities in the condensed consolidated statements of cash flows.

Cash inflows related to these transactions totaled $ 19.4 million in the first nine months of 2024 compared to $ 19.8 million in the first nine months of 2023 and are included in Other long-term debt borrowings within financing activities in the condensed consolidated statements of cash flows.

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) 2024 2023

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We are cooperating and engaging with the DOJ and FinCEN.

We are in discussions with the DOJ regarding a potential resolution and, based upon the information available to date, we recorded a charge in the second quarter of 2024 related to the DOJ investigation for an amount that is not material to the Company.

However, due to the preliminary status of our engagement with FinCEN, no accrual has been made with respect to the FinCEN investigation.

We are in discussions with the DOJ regarding a potential resolution and, in connection with these discussions, we recorded a charge in the second quarter of 2024 related to the DOJ investigation for an amount that is not material to the Company.

Based on the information available to date, the Company believes that the high end of the range of reasonably possible loss with respect to the DOJ investigation is $50 million.

We remain in the early stages of engagement with FinCEN and, therefore, no accrual has been made with respect to the FinCEN investigation.

The Company cannot predict the outcome of either investigation or the timing of the ultimate resolution of these matters.

The Company also cannot reasonably estimate the possible range of loss in excess of the amount accrued related to the DOJ investigation, if any.

We cannot provide assurances that any efforts to reach a settlement with the DOJ or FinCEN will be successful or, if they are, what the timing or terms of any such settlement would be.

13 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