What changed in this filing

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Item 1A. Risk Factors

2025-02-26 compared with 2024-02-29 · 65 added, 36 removed, 253 unchanged (29% of the section changed)

33 unchanged sentences

federal government, certain U.S.

states and certain other countries and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions (including carbon dioxide) from certain sectors or facility categories.

states and certain other countries and regions have adopted or are considering emissions-limiting legislation or regulation on vehicle and other transportation engines.

Such new laws or regulations, or stricter enforcement of existing laws and regulations, could increase the costs of operating our businesses, including, among other things, increased fuel prices or additional taxes or emission allowances, and reduce the demand for our products and services, any or all of which could adversely affect our operations.

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Furthermore, the potential effects of climate change and related regulation on our customers are highly uncertain and may adversely affect our operations.

We may also incur additional expenses related to U.S.

and international regulators requiring varied calculation, disclosure, and assurance methodologies regarding greenhouse gas ("GHG") emissions including, but not limited to, the European Sustainability Reporting Standards and Corporate Sustainability Reporting Directive and California SB219.

Furthermore, many countries and U.S.

states in which we operate or are subject to regulation may adopt, additional requirements related to the disclosure of GHG emission and related matters.

Operational Risks

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• limitations on the repatriation of earnings;

• the imposition of new or increased international tariffs and the impact on currency exchange rates;

• fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates, including measures taken by governments to devalue official currency exchange rates;

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Changes in the political or economic environments of the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We operate in regulated industries.

We operate in regulated industries, and our failure to comply with the laws regulating our operations, and the costs we may incur to comply, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Brink’s Capital LLC, a subsidiary of the Company, is federally registered as a “Money Services Business” with the U.S.

Department of Treasury’s Financial Crimes Enforcement Network ("FinCEN").

It is also currently registered and/or licensed—and may in the future be registered and/or licensed—as a “money transmitter” or similar designation with various state or local jurisdictions in the U.S.

related to delivering future products and services.

These registrations subject us to, among other things, having an effective anti-money laundering ("AML") compliance program, record-keeping requirements and reporting requirements, and examination by state and federal regulatory agencies.

In Canada, as of July 1, 2024, Brink’s armoured transporation operations are subject to Proceeds of Crime (Money Laundering) and Terrorist Financing Act as a federally registered “Money Services Business” with the Financial Transactions and Reports Analysis Centre of Canada ("FINTRAC").

This registration subjects us to, among other things, having an effective AML compliance program, record-keeping requirements and reporting requirements, and periodic examination by FINTRAC.

These and our other regulatory obligations may significantly increase our costs or impact our operations.

Our failure to comply with or any determination that we have violated any applicable laws or regulations could result in, among other things, substantial fines or revocation of our Money Services Business status, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Likewise, our foreign operating subsidiaries are subject to similar regulations, examinations and supervision by governmental entities.

For instance, under the EU Payment Services Directives, as amended, and the EU Anti-Money Laundering Directives, as amended, our foreign operating subsidiaries that are operating in the EU may be subject to reporting, recordkeeping and anti-money laundering regulations, and agent oversight and monitoring requirements, as well as broader supervision by EU member states.

Our Canadian business is subject to the Retail Payment Activities Act, which requires registration of our operations and our ongoing compliance with risk management, funds safeguarding, recordkeeping and reporting regulations.

Legislation that has been enacted or proposed in other jurisdictions could have similar effects.

These and our other regulatory obligations may significantly increase our costs or impact our operations.

Any determination that we have violated these laws could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are also subject to the Foreign Corrupt Practices Act ("FCPA") in the U.S.

and similar laws in other countries, such as the Bribery Act in the UK, which generally prohibit companies and those acting on their behalf from making improper payments to foreign government officials for the purpose of obtaining or retaining business.

Some of these laws, such as the Bribery Act, also prohibit improper payments between commercial enterprises.

Because our services are offered in more than 100 countries, we face significant risks associated with our obligations under the FCPA, the Bribery Act and other national anti-corruption laws.

Any determination that we have violated these laws could have a material adverse effect on our business, financial condition, results of operations and cash flows.

operations are subject to regulation by the U.S.

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Intrastate operations in the U.S.

are subject to regulation by state regulatory authorities and interprovincial operations

in Canada are subject to regulation by Canadian and provincial regulatory authorities.

are subject to regulation by state regulatory authorities and interprovincial operations in Canada are subject to regulation by Canadian and provincial regulatory authorities.

Our other international operations are regulated to varying degrees by the countries in which we operate.

Many countries have permit requirements for security services and prohibit foreign companies from providing different types of security services.

Additionally, Brink’s Capital LLC, a subsidiary of the Company, is federally registered as a “Money Services Business” with the U.S.

Department of Treasury’s Financial Crimes Enforcement Network and is currently registered and/or licensed in some, and may in the future be registered and/or licensed as a “money transmitter” or similar designation with various state or local jurisdictions in the U.S.

related to delivering future products and services.

These Registrations subject us to, among other things, having an effective anti-money laundering (AML) compliance program, record-keeping requirements and reporting requirements, and examination by state and federal regulatory agencies, and these and our other regulatory obligations may significantly increase our costs or impact our operations.

Changes in laws or regulations could require a change in the way we operate, which could increase costs or otherwise disrupt operations.

In addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses.

If laws and regulations were to change or we failed to comply with any applicable laws or regulations, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

We may be unable to achieve, or may be delayed in achieving, our initiatives to drive efficiency and control costs.

We have launched a number of initiatives to improve efficiencies and reduce operating costs.

Our failure to comply with any applicable laws or regulations could result in, among other things, substantial fines or revocation of our operating permits and licenses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Finally, changes in laws or regulations, or the interpretations of such laws and regulations, could require a change in the way we operate, which could increase costs or otherwise disrupt operations.

If laws and regulations were to change or we fail to comply with changes to any applicable laws or regulations, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

We face risks related to our settlement agreements with the U.S.

Department of Justice (“DOJ”) and FinCEN, including additional monetary penalties if we fail to comply with the terms of the settlement agreements and costs and burdens associated with our compliance undertakings.

In August 2020, we received a subpoena issued in connection with an investigation being conducted by the DOJ, primarily related to cross-border shipments of cash and things of value and anti-money laundering (“AML”) compliance.

Subsequently, in March 2024, we received a Notice of Investigation from FinCEN related to Bank Secrecy Act (“BSA”)/AML compliance that involved substantially the same conduct that was the subject to the DOJ’s investigation.

On January 31, 2025, the Company resolved these matters with FinCEN and the DOJ.

As part of these resolutions, the Company agreed to pay $42 million to these agencies over three years, beginning in January 2025.

If we fail to comply with the terms of these settlement agreements, the DOJ or FinCEN could impose monetary penalties and the DOJ could determine that approximately $20 million of the total amount to be forfeited under the agreement with the DOJ would not be forgiven (as is contemplated under the agreement), but instead would be payable to the DOJ.

These potential monetary penalties could have a material adverse effect on our business, financial condition and results of operations.

In addition, compliance with the terms of these settlement agreements could impose significant additional burdens on us, including increased compliance costs and potential burdens on our business that could adversely affect our competitive advantage.

These compliance costs and other burdens could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to achieve, or may be delayed in achieving, our initiatives to drive efficiency in controlling costs and managing cash flows.

We have launched a number of initiatives to improve efficiencies and reduce operating costs, as well as to improve working capital management and overall cash flows.

Although we have achieved annual cost savings associated with these initiatives, we may be unable to sustain the cost savings that we have achieved.

In addition, if we are unable to achieve, or have any unexpected delays in achieving additional cost savings, our results of operations and cash flows may be adversely affected.

Also, while certain cash flow actions have benefit, and may further benefit, cash flow in the near term, cash flow may be negatively impacted in future periods if our programs do not meet expectations.

Even if we meet our goals as a result of these initiatives, we may not receive the expected financial benefits of these initiatives.

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Our effective income tax rate can be significantly affected by changes in the mix of pretax earnings by country and the related income tax rates in those countries.

In addition, our effective income tax rate is significantly affected by the ability to realize deferred tax assets, including those

associated with net operating losses.

In addition, our effective income tax rate is significantly affected by the ability to realize deferred tax assets, including those associated with net operating losses.

Changes in income tax laws, income apportionment, or estimates of the ability to realize deferred tax assets, could significantly affect our effective income tax rate, financial position and results of operations.

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As a result, our restructuring plans may affect our revenue and other operating results in the future.

In addition, it is possible we will take additional restructuring actions, including in connection with acquisitions, in one or more of our markets in the future to reduce expenses.

In addition, it is possible we will take additional restructuring actions, including in connection with acquisitions as well as global transformation initiatives, in one or more of our markets in the future to reduce expenses or enhance our customer facing and back-office delivery capabilities.

These actions could result in significant restructuring charges at these subsidiaries, including recognizing impairment charges to write down assets and recording accruals for employee severance.

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Remote work by our personnel and remote access to our systems have also increased significantly, which could increase our cybersecurity risk profile.

We believe our cybersecurity risks will further increase as we expand services, complete mergers & acquisitions, and employ emerging technologies, mobile applications, third-party service providers and

cloud-based services.

We believe our cybersecurity risks will further increase as we expand services, complete mergers and acquisitions, and employ emerging technologies, mobile applications, third-party service providers and cloud-based services.

Hacking, phishing attacks, ransomware, insider threats, physical breaches or other actions may cause confidential information belonging to Brink’s, its employees or customers to be misused.

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We may be unable to anticipate these emerging techniques, react in a timely manner, or implement adequate preventative measures.

We have experienced cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the aggregate, have had a material adverse effect on our business, financial condition or results of operations.

We have experienced

cybersecurity incidents and unplanned system disruptions in the past, but none of these incidents or disruptions, individually or in the aggregate, have had a material adverse effect on our business, financial condition or results of operations.

A significant cybersecurity incident that impacts our system, application or data center that houses sensitive and confidential data, including, but not limited to, personally identifiable information and business sensitive information, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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If our third-party providers do not respond in a timely manner to our needs, disaster recovery, business continuity and crisis management activities could be negatively impacted.

We have programs in place that are intended to identify, protect, detect, respond, and recover from cybersecurity incidents and breaches and that provides employee awareness training regarding cyber risks;

We have programs in place that are intended to identify, protect against, detect, respond to, and recover from cybersecurity incidents and breaches and that provides employee awareness training regarding cyber risks;

however, due to evolving and advanced sophisticated attackers, cyber attacks remain increasingly difficult to detect and we may need to allocate additional resources to continue to enhance our information security measures and/or to investigate and remediate any security vulnerabilities.

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For example, the European Union’s General Data Protection Regulation (“GDPR”), which became effective in May 2018, greatly increased the jurisdictional reach of European Union law.

Since its inception, more geographies in which we operate have enacted laws similar to GDPR, including several countries in Asia and states in the U.S.

Since its inception, more geographies in which we operate have enacted laws similar to GDPR, including several countries in Asia and Latin America, as well as several states in the U.S.

For example, the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, imposes stringent data privacy and data protection requirements regarding the personal information of California residents, and provides for penalties for noncompliance, as well as a private right of action from individuals for certain security breaches.

Additionally, the California Privacy Rights Act, which became effective on January 1, 2023, significantly modified the CCPA and has resulted in further uncertainty.

The GDPR and these other privacy and data protection laws impose requirements related to the handling of personal data, mandates public disclosure of certain data breaches, and provides for substantial penalties for non-compliance.

The GDPR and these other privacy and data protection laws impose requirements related to the handling of personal data, mandate public disclosure of certain data breaches, and provide for substantial penalties for non-compliance.

Our efforts to comply with GDPR and other privacy and data protection laws may impose significant costs that are likely to increase over time.

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Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.

On November 2, 2023, the Board of Directors authorized a new share repurchase program that will expire on December 31, 2025.

Under the new program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions and other ancillary expenses.

The new authorization replaced the prior $250 million program, which expired on December 31, 2023 with $28 million remaining available.

Although the Board of Directors has authorized the share repurchase program, the share repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.

On November 2, 2023, the Board authorized a share repurchase program that will expire on December 31, 2025.

Under this program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $500 million, excluding fees, commissions and other ancillary expenses.

Although the Board has authorized the share repurchase program, the share repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.

The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities.

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Shareholder activism , which could take many forms and arise in a variety of situations, has been increasing among publicly traded companies.

Shareholder activism , including potential proxy contests, requires significant time and attention by management and the Board of Directors, potentially hindering the Company’s ability to execute its strategic plan and negatively affecting the trading value of our common stock.

Shareholder activism , including potential proxy contests, requires significant time and attention by management and the Board, potentially hindering the Company’s ability to execute its strategic plan and negatively affecting the trading value of our common stock.

Additionally, shareholder activism could give rise to perceived uncertainties as to the Company’s future direction, adversely affect its relationships with key executives, customers and other business partners, or make it more difficult to attract and retain qualified personnel.

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We are a leading global provider of cash and valuables management, digital retail solutions and ATM managed services, and our success and longevity are based to a large extent on our reputation for trust, reliability and integrity.

Our reputation or brand, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically, securely and responsibly.

Our brand reputation, particularly the trust placed in us by our customers, could be negatively impacted in the event of perceived or actual breaches in our ability to conduct our business ethically, securely and responsibly.

In addition, we have licensing arrangements that permit certain entities to use Brink’s name and/or other intellectual property in connection with their businesses.

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Forward-looking information in this document includes, but is not limited to, statements regarding future performance of The Brink’s Company and its global operations, including:

the impact of the Company's ongoing transformation initiatives;

costs associated with labor rate increases related to future payments to the Maco unions;

the impact of the Company's ongoing transformation and other strategic initiatives;

difficulty in repatriating cash;

continued strengthening of the U.S.

anticipated costs of our reorganization and restructuring activities, including the global restructuring activities implemented in the third quarter of 2022;

anticipated costs of our reorganization and restructuring activities;

our ability to consummate acquisitions and integrate their operations successfully, collection of receivables related to the internal loss in the U.S.

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changes in allowance calculation methods;

future working capital performance;

the impact of foreign currency forward and swap contracts;

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retirement plans and the funded status of the primary pension plan;

expected liability for and future contributions to the UMWA plans;

expected liability for and future contributions to the United Mine Workers of America ("UMWA") plans;

liability for black lung obligations;

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• market volatility and commodity price fluctuations;

• general economic issues, including supply chain disruptions, fuel price increases, inflation and changes in interests rates

• general economic issues, including supply chain disruptions, fuel price increases, new or increased international tariffs, inflation and changes in interests rates

• seasonality, pricing and other competitive industry factors;

• investment in information technology and its impact on revenue and profit growth;

• our ability to maintain an effective IT infrastructure and safeguard confidential information, including from a cybersecurity incident;

• investment in information technology ("IT") and its impact on revenue and profit growth;

• risks associated with the usage of artificial intelligence ("AI") technologies;

• our ability to maintain an effective IT infrastructure and safeguard confidential information and risks related to a failure of our information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating the use of AI and other similar disruptions;

• our ability to effectively develop and implement solutions for our customers;

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• the impact of foreign tax credit regulations;

• the outcome of pending and future claims, litigation, and administrative proceedings;

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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 1A. Risk Factors